-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OdMPn+xTVbnXcQlngiT31oa8LyTlpZTImcLEWl2StRk2aru+3QSvnwbn25MvW92o zbEk8bMGcsTa7oOTygll2A== 0001205613-09-000042.txt : 20090505 0001205613-09-000042.hdr.sgml : 20090505 20090505133910 ACCESSION NUMBER: 0001205613-09-000042 CONFORMED SUBMISSION TYPE: 20-F PUBLIC DOCUMENT COUNT: 207 CONFORMED PERIOD OF REPORT: 20090505 FILED AS OF DATE: 20090505 DATE AS OF CHANGE: 20090505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANGLOGOLD ASHANTI LTD CENTRAL INDEX KEY: 0001067428 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 20-F SEC ACT: 1934 Act SEC FILE NUMBER: 001-14846 FILM NUMBER: 09796699 BUSINESS ADDRESS: STREET 1: 76 JEPPE STREET, NEWTOWN, 2001 STREET 2: PO BOX 62117 MARSHALLTOWN 2107 CITY: JOHANNESBURG 2001 STATE: T3 ZIP: 00000 BUSINESS PHONE: 27116376000 MAIL ADDRESS: STREET 1: 76 JEPPE STREET, NEWTOWN, 2001 STREET 2: PO BOX 62117 MARSHALLTOWN 2107 CITY: JOHANNESBURG 2001 STATE: T3 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: ANGLOGOLD LTD DATE OF NAME CHANGE: 19980803 20-F 1 aga_combined.htm Page 1
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As filed with the Securities and Exchange Commission on May 5, 2009
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF
1934 OR
  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
   SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2008
Commission file number: 1-14846
AngloGold Ashanti Limited
(Exact Name of Registrant as Specified in its Charter)
Republic of South Africa
(Jurisdiction of Incorporation or Organization)
76 Jeppe Street, Newtown, Johannesburg, 2001
(P.O. Box 62117, Marshalltown, 2107)
South Africa
(Address of Principal Executive Offices)
Lynda Eatwell, Company Secretary, Telephone: +27 11 6376128, Facsimile: +27 11 6376677
E-mail: leatwell@anglogoldashanti.com, 76 Jeppe Street, Newtown, Johannesburg, 2001, South Africa
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
American Depositary Shares
New York Stock Exchange
Ordinary Shares
New York Stock Exchange*
*     Not for trading, but only in connection with the registration of American Depositary Shares pursuant to the requirements of
the Securities and Exchange Commission
Securities registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the
period covered by the annual report:
Ordinary Shares of 25 ZAR cents each
353,483,410
E Ordinary Shares of 25 ZAR cents each
3,966,941
A Redeemable Preference Shares of 50 ZAR cents each
2,000,000
B Redeemable Preference Shares of 1 ZAR cent each
778,896
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes
No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes    No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes    No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
(Check one): Large Accelerated Filer        Accelerated Filer        Non-Accelerated Filer
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included
in this filing:
U.S. GAAP
International Financial Reporting Standards as issued by the International Accounting Standards Board    Other
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act).
Yes    No
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2
TABLE OF CONTENTS
Page

Presentation of information
4

Certain forward-looking statements
5

Glossary of selected terms
Mining 
terms
6
Financial terms
9
`                      Currency
9
Abbreviations
10

Part I:
Item 1:
Identity of directors, senior management and advisors
11

Item 2:
Offer statistics and expected timetable
11

Item 3:           Key information
3A.
Selected financial data
11
3B.       Capitalization and indebtedness
15
3C.
Reasons for the offer and the use of proceeds
15
3D.       Risk factors
15

Item 4:
Information on the company
4A.
History and development of the company
32
4B.       Business overview
37
4C.       Organizational structure
122
4D.
Property, plants and equipment
122
Item 4A:
Unresolved staff comments
122

Item 5:
Operating and financial review and prospects
123
5A.       Operating results
124
5B.
Liquidity and capital resources
151
5C.
Research and development, patents and licenses, etc
167
5D.       Trend information
167
5E.
Off-balance sheet arrangements
167
5F.
Tabular disclosure of contractual obligations
168

Item 6:
Directors, senior management and employees
6A.
Directors and senior management
169
6B.       Compensation
175
6C.       Board practices
180
6D.       Employees
187
6E.       Share ownership
189

Item 7:
Major shareholders and related party transactions
193
7A.       Major shareholders
194
7B.
Related party transactions
196
7C.
Interests of experts and counsel
196
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3
Item 8:           Financial 
information
8A.
Consolidated financial statements and other financial information
197
Legal proceedings
197
Dividend policy
199
8B.       Significant changes
199

Item 9:
The offer and listing
9A.
Offer and listing details
200
9B.
Plan of distribution
200
9C.        Markets
201
9D.       Selling shareholders
201
9E.        Dilution
201
9F.
Expenses of the issue
201

Item 10:         Additional information
10A.     Share 
capital
202
10B.     Memorandum and articles of association
203
10C.     Material contracts
216
10D.     Exchange controls
216
10E.     Taxation
217
10F.     Dividends and paying agents
221
10G.    Statement by experts
221
10H.     Documents on display
221
10I.      Subsidiary information
221

Item 11:
Quantitative and qualitative disclosures about market risk
222

Item 12:
Description of securities other than equity securities
230

Part II:
Item 13:
Defaults, dividend arrearages and delinquencies
231

Item 14:
Material modifications to the rights of security holders and use of proceeds
232

Item 15:        Controls and procedures
233

Item 16A:
Audit committee financial expert
235
Item 16B:
Code of ethics
235
Item 16C:
Principal accountant fees and services
235
Item 16D:
Exemptions from the listing standards for audit committees
236
Item 16E:
Purchases of equity securities by the issuer and affiliated purchasers
236
Item 16F:
Change in registrant’s certifying accountant
236
Item 16G:      Corporate Governance
237

Part III:
Item 17:
Financial statements
238

Item 18:        Financial statements
F- pages

Item 19:
Exhibits
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4
PRESENTATION OF INFORMATION

AngloGold Ashanti Limited

In this annual report on Form 20-F, unless the context otherwise requires, references to AngloGold or AngloGold Ashanti, the
Company, the company and the group, are references to AngloGold Ashanti Limited or, as appropriate, subsidiaries and
associate companies of AngloGold Ashanti.

US GAAP financial statements

The audited consolidated financial statements contained in this annual report on Form 20-F for the years ended
December 31, 2008, 2007 and 2006 and as at December 31, 2008 and 2007 have been prepared in accordance with
U.S. generally accepted accounting principles (US GAAP).

IFRS financial statements

As a company incorporated in the Republic of South Africa, AngloGold Ashanti also prepares annual audited consolidated
financial statements and unaudited consolidated quarterly financial statements in accordance with International Financial
Reporting Standards (IFRS). These financial statements (referred to as IFRS statements) are distributed to shareholders and
are submitted to the JSE Limited (JSE), as well as the London, New York, Australian and Ghana stock exchanges and Paris
and Brussels bourses and are submitted to the US Securities and Exchange Commission (SEC) on Form 6-K.

Currency

AngloGold Ashanti presents its consolidated financial statements in United States dollars.

In this annual report, references to rands, ZAR and R are to the lawful currency of the Republic of South Africa, references to
US dollars, dollar or $ are to the lawful currency of the United States, references to € are to the lawful currency of the European
Union, references to C$ are to the lawful currency of Canada, references to ARS and peso are to the lawful currency of
Argentina, references to AUD and A$ are to the lawful currency of Australia, references to BRL are to the lawful currency of
Brazil and references to GHC, cedi or ¢ are to the lawful currency of Ghana.

See “Item 3A.: Selected financial data – Exchange rate information” for historical information regarding the US dollar/South
African rand exchange rate. On April 29, 2009 the int erbank US dollar/South African rand exchange rate as reported by
OANDA Corporation was R8.8039/$1.00.

Non-GAAP financial measures

In this annual report on Form 20-F, AngloGold Ashanti presents the financial items “total cash costs”, “total cash costs per
ounce”, “total production costs” and “total production costs per ounce” which have been determined using industry guidelines
and practices promulgated by the Gold Institute and are not US GAAP measures. An investor should not consider these items
in isolation or as alternatives to production costs, net income/(loss) applicable to common shareholders, income/(loss) before
income tax provision, net cash provided by operating activities or any other measure of financial performance presented in
accordance with US GAAP. While the Gold Institute has provided definitions for the calculation of total cash costs and total
production costs, the calculation of total cash costs, total cash costs per ounce, total production costs and tot al production
costs per ounce may vary significantly among gold mining companies, and by themselves do not necessarily provide a basis
for comparison with other gold mining companies. See “Glossary of selected terms – Financial terms – Total cash costs” and –
“Total production costs” and “Item 5A.: Operating results – Total cash costs and total production costs”.

Shares and shareholders

In this annual report on Form 20-F, references to ordinary shares, ordinary shareholders and shareholders/members, should
be read as common stock, common stockholders and stockholders, respectively, and vice versa.
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CERTAIN FORWARD-LOOKING STATEMENTS

Certain statements contained in this document, other than statements of historical fact, contain forward-looking statements
regarding AngloGold Ashanti's operations, economic performance or financial condition, including, without limitation, those
concerning: AngloGold Ashanti’s strategy to reduce its gold hedging position including the extent and effect of the hedge
reduction, the economic outlook for the gold mining industry, expectations regarding spot and received gold prices, production,
cash costs and other operating results, growth prospects and outlook of AngloGold Ashanti’s operations individually or in the
aggregate, including the completion and commencement of commercial operations of certain of AngloGold Ashanti’s
exploration and production projects and the completion of acquisitions and dispositions, including the disposition of AngloGold
Ashanti’s interest in the Boddington project, AngloGold Ashanti's liquidity and capital resources and expenditure, and the
outcome and consequences of any pending litigation proceedings.

These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause AngloGold
Ashanti’s actual results, performance or achievements to differ materially from the anticipated results, performance or
achievements expressed or implied by these forward-looking statements. Although AngloGold Ashanti believes that the
expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations
will prove to be 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 the regulatory environme nt and other government actions, fluctuations in gold prices and exchange rates, business
and operational risk management and other factors as determined in “Item 3D.: Risk factors” and elsewhere in this annual
report. These factors are not necessarily all of the important factors that could cause AngloGold Ashanti’s 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.

AngloGold Ashanti undertakes no obligation to update publicly or release any revisions to these forward-looking statements to
reflect events or circumstances after the date of the annual report or to reflect the occurrence of unanticipated events. All
subsequent written or oral forward-looking statements attributable to AngloGold Ashanti or any person acting on its behalf are
qualified by the cautionary statements herein.
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6
GLOSSARY OF SELECTED TERMS
The following explanations are not intended as technical definitions but should assist the reader in understanding terminology
used in this annual report. Unless expressly stated otherwise, all explanations are applicable to both underground and surface
mining operations.
Mining terms

BIF
Banded Ironstone Formation. A chemically formed iron-rich sedimentary rock.
By-products
Any products that emanate from the core process of producing gold, including silver, uranium and sulfuric acid.
Calc-silicate rock
A metamorphic rock consisting mainly of calcium-bearing silicates such as diopside and wollastonite, and formed by
metamorphism of impure limestone or dolomite.
Carbon-in-leach (CIL)
Gold is leached from a slurry of gold ore with cyanide in agitated tanks and adsorbed on to carbon granules in the same circuit.
The carbon granules are separated from the slurry and treated in an elution circuit to remove the gold.
Carbon-in-pulp (CIP)
Gold is leached conventionally from a slurry of gold ore with cyanide in agitated tanks. The leached slurry then passes into the
CIP circuit where carbon granules are mixed with the slurry and gold is adsorbed on to the carbon. The granules are separated
from the slurry and treated in an elution circuit to remove the gold.
Comminution
Comminution is the crushing and grinding of ore to make gold available for treatment. (See also ‘Milling’).
Contained gold
The total gold content (tons multiplied by grade) of the material being described.
Cut-off Grade (Surface Mines)
The minimum grade at which a unit of ore will be mined and treated to achieve a desired economic outcome.
Depletion
The decrease in quantity of ore in a deposit or property resulting from extraction or production.
Development
The process of accessing an orebody through shafts and/or tunneling in underground mining operations.
Diorite
An igneous rock formed by the solidification of molten material (magma).
Doré
Impure alloy of gold and silver produced at a mine to be refined to a higher purity, usually consisting of 85 percent gold on
average.
Electro-winning
A process of recovering gold from solution by means of electrolytic chemical reaction into a form that can be smelted easily
into gold bars.
Elution
Recovery of the gold from the activated carbon into solution before zinc precipitation or electro-winning.
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Grade
The quantity of gold contained within a unit weight of gold-bearing material generally expressed in ounces per short ton of ore
(oz/t), or grams per metric tonne (g/t).
Greenschist
A schistose metamorphic rock whose green color is due to the presence of chlorite, epidote or actinolite.
Leaching
Dissolution of gold from crushed or milled material, including reclaimed slime, prior to adsorption on to activated carbon.
Life-of-mine (LOM)
Number of years that the operation is planning to mine and treat ore, and is taken from the current mine plan.
Metallurgical plant
A processing plant erected to treat ore and extract gold.
Milling
A process of reducing broken ore to a size at which concentrating can be undertaken. (See also ‘Comminution’).


Mine call factor
The ratio, expressed as a percentage, of the total quantity of recovered and unrecovered mineral product after processing with
the amount estimated in the ore based on sampling. The ratio of contained gold delivered to the metallurgical plant divided by
the estimated contained gold of ore mined based on sampling.
Mineral deposit
A mineral deposit is a concentration (or occurrence) of material of possible economic interest in or on the Earth’s crust.
Ore Reserve
That part of a mineral deposit which could be economically and legally extracted or produced at the time of the Ore Reserve
determination.
Ounce (oz) (troy)
Used in imperial statistics. A kilogram is equal to 32.1507 ounces. A troy ounce is equal to 31.1035 grams.
Pay limit
The grade of a unit of ore at which the revenue from the recovered mineral content of the ore is equal to the total cash cost, as
well as Ore Reserve development and stay-in-business capital. This grade is expressed as an in-situ value in grams per tonne
or ounces per short ton (before dilution and mineral losses).
Precipitate
The solid product of chemical reaction by fluids such as the zinc precipitation referred to below.
Probable Reserve
Ore Reserves for which quantity and grade are computed from information similar to that used for Proven Reserves, but the
sites for inspection, sampling, and measurement are further apart or are otherwise less adequately spaced. The degree of
assurance, although lower than that for Proven Reserves, is high enough to assume continuity between points of observation.
Productivity
An expression of labor productivity based on the ratio of grams of gold produced per month to the total number of employees
in underground mining operations.
Proven Reserve
Ore Reserves for which the (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes;
grade is computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are
spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of the Ore
Reserves are well established.
Project capital
Capital expenditure to either bring a new operation into production; to materially increase production capacity; or to materially
extend the productive life of an asset.
Reclamation
In the South African context, reclamation describes the process of reclaiming slimes (tailings) dumps using high-pressure
water cannons to form slurry which is pumped back to the metallurgical plants for processing.
Recovered grade
The recovered mineral content per unit of ore treated.
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Reef
A gold-bearing sedimentary horizon, normally a conglomerate band that may contain economic levels of gold.
Refining
The final purification process of a metal or mineral.
Rehabilitation
The process of reclaiming land disturbed by mining to allow an appropriate post-mining use. Rehabilitation standards are
defined by country-specific laws including, but not limited to the South African Department of Minerals and Energy, the
US Bureau of Land Management, the US Forest Service, and the relevant Australian mining authorities, and address among
other issues, ground and surface water, topsoil, final slope gradient, waste handling and re-vegetation issues.
Seismic event
A sudden inelastic deformation within a given volume of rock that radiates detectable seismic waves (energy) which results
from mining activities.
Shaft
A vertical or sub-vertical excavation used for accessing an underground mine; for transporting personnel, equipment and
supplies; for hoisting ore and waste; for ventilation and utilities; and/or as an auxiliary exit.
Skarn
A rock of complex mineralogical composition, formed by contact metamorphism and metasomatism of carbonate rocks.
Smelting
A pyro-metallurgical operation in which gold is further separated from impurities.
Stope
Underground excavation where the orebody is extracted.
Stoping
The process of excavating ore underground.
Stripping ratio
The ratio of waste tonnes to ore tonnes mined calculated as total tonnes mined less ore tonnes mined divided by ore tonnes
mined.
Syngenetic
Formed contemporaneously with the deposition of the sediment.
Tailings
Finely ground rock of low residual value from which valuable minerals have been extracted.
Tailings dam (slimes dam)
Dam facilities designed to store discarded tailings.
Tonne
Used in metric statistics. Equal to 1,000 kilograms.
Ton
Used in imperial statistics. Equal to 2,000 pounds. Referred to as a short ton.
Tonnage
Quantity of material measured in tons or tonnes.
Waste
Material that contains insufficient mineralization for consideration for future treatment and, as such, is discarded.
Yield
The amount of valuable mineral or metal recovered from each unit mass of ore expressed as ounces per short ton or grams
per metric tonne.
Zinc precipitation
Zinc precipitation is the chemical reaction using zinc dust that converts gold in solution to a solid form for smelting into
unrefined gold bars.
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Financial terms

Average number of employees
The monthly average number of production and non-production employees and contractors employed during the year, where
contractors are defined as individuals who have entered into a fixed-term contract of employment with a group company or
subsidiary.
Capital expenditure
Total capital expenditure on tangible assets.

Discontinued operations
An operation that, pursuant to single plan, has been disposed of or abandoned or is classified as held-for-sale until conditions
precedent to the sale have been fulfilled.
Effective tax rate
Current and deferred taxation as a percentage of profit before taxation.
Monetary asset
An asset which will be settled in a fixed or easily determinable amount of money.
Region
Defines the operational management divisions within AngloGold Ashanti and these are South Africa, Argentina, Australia,
Brazil, Ghana, Guinea, Mali, Namibia, Tanzania and United States of America.

Related party
Parties are considered related if one party has the ability to control the other party or exercise significant influence over the
other party in making financial and operating decisions.

Significant influence
The ability, directly or indirectly, to participate in, but not exercise control over, the financial and operating policy decision of an
entity so as to obtain economic benefit from its activities.

Total cash costs
Total cash costs include site costs for all mining, processing and onsite administration, reduced by contributions from by-
products and are inclusive of royalties and production taxes. Depreciation, depletion and amortization, rehabilitation, corporate
administration, employee severance costs, capital and exploration costs are excluded. Total cash costs per ounce are the
attributable total cash costs divided by the attributable ounces of gold produced.
Total production costs
Total cash costs plus depreciation, depletion and amortization, employee severance costs, rehabilitation and other non-cash
costs. Corporate administration and exploration costs are excluded. Total production costs per ounce are the attributable total
production costs divided by the attributable ounces of gold produced.
Weighted average number of ordinary shares
The number of ordinary shares in issue at the beginning of the year, increased by shares issued during the year, weighted on
a time basis for the period during which they have participated in the income of the group and increased by share options that
are virtually certain to be exercised.

Currencies
$, US$ or dollar
United States dollars
ARS                                      Argentinean peso
A$ or AUD
Australian dollars
BRL                                       Brazilian real
€ or Euro
European Euro
C$                                         Canadian dollars
CHF                                       Swiss francs
GHC, cedi or ¢
Ghanaian cedi
HKD
Hong Kong dollar
N$ or NAD
Namibian dollars
Tsh                                        Tanzanian Shillings
ZAR, R or rand
South African rands
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Abbreviations
ADS
American Depositary Share
ADR                                American Depositary Receipt
ASX
Australian Stock Exchange
bn                                   Billion
capex                             Capital expenditure
CDI
Chess Depositary Interests
CLR
Carbon Leader Reef
FCFA
Francs Communauté Financiére Africaine
FIFR
Fatal injury frequency rate per million hours worked
g                                     Grams
g/t
Grams per tonne
g/TEC
Grams per total employee costed
GhDS
Ghanaian Depositary Share
GhSE
Ghana Stock Exchange
JORC
Australasian Code for Reporting Exploration results, Mineral Resources and Ore Reserves
JIBAR
Johannesburg interbank agreed rate
JSE
JSE Limited (the stock exchange in Johannesburg, South Africa)
King Code
the Code of Corporate Practices and Conduct representing the principles of good governance as laid
out in the King Report on Corporate Governance for South Africa 2002
kg                                    Kilograms
LSE
London Stock Exchange
LIBOR
London interbank offer rate
LOM                                Life-of-mine
LTIFR
Lost-time injury frequency rate per million hours worked
(1)
m²/TEC
Square meters per total employee costed
M or m
Meter or million, depending on the context
Moz                                 Million ounces
Mt                                    Million tonnes or tons
Mtpa
Million tonnes/tons per annum
NOSA
National Occupational Safety Association
NPSE
Normal Purchase Normal Sales Exemption
NYSE
New York Stock Exchange
oz                                   Ounces (troy)
oz/t
Ounces per ton
RIFR
Reportable injury frequency rate per million hours worked
SAMREC
South African Code for the Reporting of Mineral Resources and Mineral Reserves
SEC
United States Securities and Exchange Commission
SRP
South African Securities Regulation Panel
SOX
Sarbanes-Oxley Act of 2002
t
Tons (short) or tonnes (metric)
tpm
Tonnes/tons per month
tpa
Tonnes/tons per annum
tpd
Tonnes/tons per day
VCR
Ventersdorp Contact Reef
VCT
Voluntary counseling and testing


(1)     Note that AngloGold Ashanti utilizes the strictest definition in reporting Lost-Time Injuries in that it includes all Disabling Injuries
        (where an individual is unable to return to his place of regular work the next calendar day after the injury) and Restricted Work
        Cases (where the individual may be at work, but unable to perform full or regular duties on the next calendar day after the injury)
        within this definition.

Rounding of figures in this report may result in computational discrepancies.
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11
PART I


ITEM 1: IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not applicable.


ITEM 2: OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.


ITEM 3: KEY INFORMATION

3A.
SELECTED FINANCIAL DATA

The selected financial information set forth below for the years ended December 31, 2006, 2007 and 2008 has been derived
from, and should be read in conjunction with, the US GAAP financial statements included under Item 18 of this annual report.
The selected financial information for the years ended December 31, 2004 and 2005 and as at December 31, 2004 and 2005
has been derived from the US GAAP financial statements not included in this annual report.
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12
Year ended December 31,
2004
(1)(2)
2005
2006
2007
(3)
2008
(4)
$                      $
$
$
$
(in millions, except share and per share amounts)
Consolidated statement of income
Sales and other income
2,151
2,485
2,715
3,095
3,730
Product sales
(5)
2,096
2,453
2,683
3,048
3,655
Interest, dividends and other
55
32
32
47
75
Costs and expenses
2,176
2,848
2,811
3,806
4,103
Operating costs
(6)
1,517
1,842
1,785
2,167
2,452
Royalties
27
39
59
70
78
Depreciation, depletion and amortization
445
593
699
655
615
Impairment of assets
3
141
6
1
670
Interest expense
67
80
77
75
72
Accretion expense
8
5
13
20
22
(Profit)/loss on sale of assets, realization of loans, indirect
taxes and other
(14)
(3)
(36)
10
(64)
Mining contractor termination costs
–
9
–
–
–
Non-hedge derivative loss
123
142
208
808
258
Loss from continuing operations before income tax
equity income, minority interests and cumulative effect of
accounting change
(25)
(363)
(96)
(711)
(373)
Taxation benefit/(expense)
132
121
(122)
(118)
(22)
Minority interest
(22)
(23)              (29)              (28)              (42)
Equity income/(loss) in affiliates
23
39
99
41
(149)
Income/(loss) from continuing operations before cumulative
effect of accounting change
108
(226)
(148)
(816)
(586)
Discontinued operations
(11)
(44)
6
2
23
Income/(loss) before cumulative effect of accounting change
97
(270)
(142)
(814)
(563)
Cumulative effect of accounting change
–
(22)
–
–
–
Net income/(loss) – applicable to common stockholders                             97
(292)
(142)
(814)
(563)
Basic earnings/(loss) per common share (in $)
(7)
From continuing operations
0.43               (0.85)
(0.54)
(2.93)
(1.86)
Discontinued operations
(0.04)
(0.17)
0.02
0.01
0.07
Before cumulative effect of accounting change                                       0.39
(1.02)
(0.52)
(2.92)
(1.79)
Cumulative effect of accounting change
–
(0.08)
–
–
–
Net income/(loss) – applicable to common stockholders                          0.39
(1.10)
(0.52)
(2.92)
(1.79)
Diluted earnings/(loss) per common share (in $)
(7)
From continuing operations
0.42               (0.85)
(0.54)
(2.93)
(1.86)
Discontinued operations
(0.04)
(0.17)
0.02
0.01
0.07
Before cumulative effect of accounting change                                       0.38
(1.02)
(0.52)
(2.92)
(1.79)
Cumulative effect of accounting change
–
(0.08)
–
–
–
Net income/(loss) – applicable to common stockholders                          0.38
(1.10)
(0.52)
(2.92)
(1.79)
Dividend per common share (cents)
76
56
39
44
13
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13

As at December 31,
2004
(1)(2)
2005                   2006
2007
(3)
2008
(4)
$
$
$
$
$
(in millions, except share and per share amounts)
Consolidated balance sheet data (as at
period end)
Cash and cash equivalents and restricted
cash
302
204
482
514
619
Other current assets
1,115
1,197
1,394
1,599
2,328
Property, plants and equipment, deferred
stripping, and acquired properties, net
6,654
6,439
6,266
6,807
5,579
Goodwill and other intangibles, net
591
550
566
591
152
Materials on the leach pad (long-term)
22
116
149
190
261
Other long-term assets, derivatives,
deferred taxation assets and other long-
term inventory
712
607
656
680
512
Total assets
9,396
9,113
9,513
10,381
9,451
Current liabilities
1,469
1,874
2,467
3,795
3,445
Provision for environmental rehabilitation
209
325
310
394
302
Deferred taxation liabilities
1,518
1,152
1,275
1,345
1,008
Other long-term liabilities, and derivatives
2,295
2,539
2,092
2,232
1,290
Minority interest
59
60
61
63
84
Stockholders’ equity
3,846
3,163
3,308
2,552
3,322
Total liabilities and stockholders’ equity
9,396
9,113
9,513
10,381
9,451
Capital stock (exclusive of long-term debt
and redeemable preferred stock)
10
10
10
10
12
Number of common shares as adjusted to
reflect changes in capital stock
264,462,894
264,938,432       276,236,153
277,457,471       353,483,410
Net assets
3,905
3,223
3,369
2,615
3,406
(1)     ncludes the results of operations and financial condition of Ashanti as of April 26, 2004. See “Item 4A.: History and development
of the company”.
(2)     Excludes the results of operations and financial condition of the Freda-Rebecca mine sold with effect from September 1, 2004.
See “Item 4A.: History and development of the company”.
(3)     Includes the acquisition of 15 percent minority interest acquired in the Iduapriem and Teberebie mine with effect from
September 1, 2007. See “Item 4A.: History and development of the company”.
(4)     2008 results include the acquisition of the remaining 33 percent shareholding in the Cripple Creek and Victor Gold Mining
Company with effect from July 1, 2008. In prior years, the investment was consolidated as a subsidiary. The 2008 treatment is
therefore consistent with that of prior years. See “Item 4A: History and development of the company”.
(5)     Product sales represent revenue from the sale of gold.
(6)     Operating costs include production costs, exploration costs, related party transactions, general and administrative, market
development costs, research and development, employment severance costs and other.
(7)     The calculations of basic and diluted earnings/(loss) per common share are described in note 9 to the consolidated financial
statements “(Loss)/earnings per common share”. Amounts reflected exclude E Ordinary shares.
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14
Annual dividends

The table below sets forth the amounts of interim, final and total dividends paid in respect of the past five years in cents per
ordinary share. In respect of 2008, AngloGold Ashanti’s board of directors declared an interim dividend of 50 South African
cents per ordinary share on July 30, 2008, with a record date of August 22, 2008, and a payment date of August 29, 2008, and
a final dividend of 50 South African cents per ordinary share on February 6, 2009, with a record date of March 6, 2009 and a
payment date of March 13, 2009.
Interim                 Final                   Total
Interim                 Final                 Total
Year ended December 31
(South African cents per ordinary share)
(US cents per ordinary share
(1)
)
2004
170                     180                     350                 25.62                   30.37                 55.99
2005
170
62                     232                 26.09                     9.86                 35.95
2006
210                     240                     450                 29.40                   32.38                 61.78
2007
90
53                     143                 12.44                     6.60                  19.04
2008                                                            50
50
100
6.449
4.999
11.448
(1)
Dividends for these periods were declared in South African cents. US dollar cents per share figures have been calculated
based on exchange rates prevailing on each of the respective payment dates.

Future dividends will be dependent on AngloGold Ashanti’s cash flow, earnings, planned capital expenditures, financial
condition and other factors. AngloGold Ashanti will continue to manage capital expenditure in line with profitability and cash
flow, and its approach to the dividend on the basis of prudent financial management. Under South African law, AngloGold
Ashanti may declare and pay dividends from any capital and reserves included in total shareholders’ equity calculated in
accordance with IFRS, subject to its solvency and liquidity. Dividends are payable to shareholders registered at a record date
that is after the date of declaration.

Dividends may be declared in any currency at the discretion of the AngloGold Ashanti board or AngloGold Ashanti
shareholders at a general meeting. Currently, dividends are declared in South African rands and paid in Australian dollars,
South African rands, British pounds and Ghanaian cedis. Dividends paid to registered holders of AngloGold Ashanti ADSs are
paid in US dollars converted from South African rands by The Bank of New York, as depositary, in accordance with the deposit
agreement. Exchange rate fluctuations may therefore affect the value of the dividends received by registered shareholders and
distributions paid by the relevant depositary to investors holding AngloGold Ashanti securities.

Moreover, fluctuations in the exchange rates of the British pound and the US dollar may have affected and are likely to affect
the US dollar price of the ADSs on the NYSE and the US dollar equivalents of the United Kingdom pound price of the ordinary
shares on the London Stock Exchange (LSE). For details on taxation and exchange controls applicable to holders of ordinary
shares or ADSs, see “Item 10D.: Exchange controls” and “Item 10E.: Taxation – ; Taxation of dividends”.


Exchange rate information

The following table sets forth, for the periods and dates indicated, certain information concerning US dollar/South African rand
exchange rates expressed in rands per $1.00. On April 29, 2009, the interbank rate between South African rands and
US dollars as reported by OANDA Corporation was R8.8039/$1.00.

Year ended December 31
High
Low
Year end
Average
(1)
2004
(2)
7.31
5.62
5.65
6.39
2005
(2)
6.92
5.64
6.33
6.35
2006
(2)
7.94
5.99
7.04
6.81
2007
(2)
7.49
6.45
6.81
7.03
2008
(2)
11.27
6.74
9.30
8.26
2009
(3)
10.70
8.58
—
9.74
(1)
The average rate of exchange on the last business day of each month during the year.
(2)     Based on the noon buying rate in New York City for cable transfers as certified for customs purposes by the Federal Reserve
Bank of New York.
(3)
Through April 29, 2009 based on the interbank rate as reported by OANDA Corporation.
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15

Exchange rate information for the months of
High
Low
October 2008
(1)
11.27                           8.27
November 2008
(1)
10.64                           9.63
December 2008
(1)
10.47                           9.30
January 2009
(2)
10.26                           9.35
February 2009
(2)
10.23                           9.58
March 2009
(2)
10.54                           9.45
April 2009
(2)(3)
9.67                           8.58
(1)      Based on the noon buying rate in New York City for cable transfers as certified for customs purposes by the Federal Reserve
Bank of New York.
(2)
Based on the interbank rate as reported by OANDA Corporation.
(3)
Through April 29, 2009.



3B.
CAPITALIZATION AND INDEBTEDNESS

Not applicable.



3C.
REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.



3D.
RISK FACTORS

The following sections describe many of the risk factors that could affect AngloGold Ashanti. There however may be additional
risks unknown to AngloGold Ashanti and other risks, currently believed to be immaterial that could turn out to be material.
These risks, either individually or simultaneously, could significantly affect the group's business and financial results.

The risk factors highlight the group's exposure to risk without explaining how these exposures are managed and mitigated or
how some of the risks are also potential opportunities. The risk factors set out in this document have been organized into three
categories:

•      risks related to the gold mining industry generally;
•      risks related to AngloGold Ashanti’s operations; and
•      risks related to AngloGold Ashanti’s ordinary shares and American Depositary Shares (ADSs).



Risks related to the gold mining industry generally

Global economic conditions could adversely affect the profitability of AngloGold Ashanti's operations.

AngloGold Ashanti's operations and performance depend significantly on worldwide economic conditions. The current turmoil
affecting the banking system and financial markets has resulted in major financial institutions consolidating or going out of
business, the tightening of credit markets, significantly lower liquidity in most financial markets, and extreme volatility in fixed
income, credit, currency and equity markets. In addition, general economic indicators have deteriorated, including declining
consumer sentiment, increased unemployment and declining economic growth and uncertainty regarding corporate earnings.
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16
These disruptions in the financial markets and the global economic downturn may have follow-on effects on AngloGold
Ashanti's business. For example:

•      The insolvency of key suppliers could result in a supply chain break-down;
•      The failure of hedging and derivative counterparts and other financial institutions may negatively impact 
       AngloGoldAshanti's operations and financial condition;
•      Other income and expense could vary materially from expectations depending on gains or losses realized on the sale or
        exchange of financial instruments and impairment charges may be incurred with respect to AngloGold Ashanti's
        investments;
•       Other amounts realized in the future on AngloGold Ashanti's financial instruments could differ significantly from the fair
        values currently assigned to them;  
•       AngloGold Ashanti's defined benefit pension fund may not achieve expected returns on its investments, which could
        require AngloGold Ashanti to make substantial cash payments to fund any resulting deficits;
•       The absence of available credit may make it more difficult for AngloGold Ashanti to obtain, or may increase the cost of
        obtaining finance for AngloGold Ashanti's operations; and
•      A credit downgrading of companies, including AngloGold Ashanti, could adversely affect the ability of AngloGold Ashanti to
        raise new financing and could also impact the market value of AngloGold Ashanti securities.

Uncertainty regarding current global economic conditions may also increase the volatility of the market value of the AngloGold
Ashanti's securities.


Commodity market price fluctuations could adversely affect the profitability of AngloGold Ashanti's operations.

AngloGold Ashanti predominately sells gold as its main product, but also some silver and uranium. The market prices for these
commodities fluctuate widely. These fluctuations are caused by numerous factors beyond AngloGold Ashanti's control. Causes
of gold price fluctuations include the following:

•      speculative positions taken by investors or traders in gold;
•      changes in the demand for gold as an investment;
•      changes in the demand for gold used in jewellery and for other industrial uses;
•      changes in the supply of gold from production, disinvestment, scrap and hedging;
•      financial market expectations regarding the rate of inflation;
•      the strength of the dollar (the currency in which the gold price trades internationally) relative to other currencies;
•      changes in interest rates;
•      actual or expected gold sales by central banks and the International Monetary Fund;
•      gold hedging and de-hedging by gold producers;
•      global or regional political or economic events; and
•      the cost of gold production in major gold-producing nations in which AngloGold Ashanti has operations, such as South
       Africa, the United States and Australia.

The price of gold is often subject to sharp, short-term changes resulting from speculative activities. While the overall supply of
and demand for gold can affect its market price, because of the considerable size of aboveground stocks of the metal in
comparison to other commodities, these factors typically do not affect the gold price in the same manner or degree that the
supply of and demand for other commodities tends to affect their market price. In addition, the current significant instability in
the financial markets may heighten these fluctuations. The adjacent graph presents the annual high, low and average
afternoon fixing prices over the past decade, expressed in dollars, for gold per ounce on the London Bullion Market.

The market price of gold has experienced significant volatility in recent months. During the fourth quarter of 2008, the gold price
traded from a high of $918 per oun ce to a low of $693 per ounce. On April 29, 2009, the afternoon fixing price of gold on the
London Bullion Market was $898.25 per ounce. A sustained period of significant gold price volatility may adversely affect
AngloGold Ashanti's ability to evaluate the feasibility of undertaking new capital projects or continuing existing operations or to
make other long-term strategic decisions.
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17






























Source of data: Metals Week, Reuters and London Bullion Market Association


In addition to the spot price of gold, a portion of AngloGold Ashanti's gold sales is determined at prices in accordance with the
various hedging contracts that it has entered into, or may enter into, with various gold hedging counterparts.

If revenue from gold sales falls below the cost of production for an extended period, AngloGold Ashanti may experience losses
and be forced to curtail or suspend some or all of its capital projects or existing operations, particularly those operations having
operating costs that are flexible to such short- to medium-term curtailment or closure, or change its dividend payment policies.
In addition, it would have to assess the economic impact of low gold prices on its ability to recover any losses that may be
incurred during that period and on its ability to maintain adequate cash reserves.


The profitability of AngloGold Ashanti's o perations, and the cash flows generated by these operations, are
significantly affected by the fluctuations in input production prices, many of which are linked to the prices of oil and
steel.

Fuel, energy and consumables, including diesel, heavy fuel oil, chemical reagents, explosives and tires, which are used in
mining operations form a relatively large part of the operating costs of any mining company. The cost of these consumables is
linked to some degree to the price of oil. The price of oil has been extremely volatile in recent months, reaching a high of
$147 per barrel and a low of $44 per barrel in 2008.

AngloGold Ashanti has estimated that for each $1 per barrel rise in the oil price, the average cash costs of all its operations
increases by about $0.50 per ounce with the cash costs of certain of its mines, which are more dependent on fuel, being more
sensitive to changes in the price of oil.

Furthermore, the cost of steel, which is used in the manufacture of most forms of fixed and mobile mining equipment, is also a
relatively large contributor to the operating costs and capital expenditure of a mining company.
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
HIGH PRICE
340
317
298
347
417
456
538
725
845
1011
LOW PRICE
252
262
253
278
320
371
412
525
602
713
AVERAGE PRICE
278
279
271
310
364
410
445
604
697
872
0
200
400
600
800
1000
1200
GOLDP RICE  
(US$perounce)
YEAR:
GOLD PRICE MOVEMENTS
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18
Fluctuations in the price of oil and steel have a significant impact upon operating cost and capital expenditure estimates and, in
the absence of other economic fluctuations, could result in significant changes in the total expenditure estimates for new mining
projects or render certain projects non-viable. AngloGold Ashanti has no influence over the price of fuel, chemical reagents,
explosives, steel and other commodities used in its mining activities.


AngloGold Ashanti's operations and development projects could be adversely affected by shortages of, as well as the
lead times to deliver, strategic spares, critical consumables, heavy mining equipment and metallurgical plant.

Due to the significant increase in the world's demand for commodities in recent years, the global mining industry has
experienced an increase in production capacity both in terms of expansions at existing, a s well as the development of new,
production facilities. There are recent indications however that this trend has now changed with a sharp decline in demand for
most commodities.

This increase in production capacity expansion has taken place, in certain instances, without a concomitant increase in the
capacity for production of certain strategic spares, critical consumables and mining and processing equipment used to operate
and construct mining operations, resulting in shortages of, and an increase in the lead times to deliver, these items.

In particular, AngloGold Ashanti and other gold mining companies have experienced shortages in critical consumables like tires
for mobile mining equipment, underground support, as well as certain critical spares for both mining equipment and processing
plants including, for example, gears for the ball-mills. In addition, AngloGold Ashanti has experienced an increase in delivery
times for these and other items. These shortag es have also resulted in unanticipated increases in the price of certain of these
and other items. Shortages of critical spares, consumables and equipment result in production delays and production shortfalls.
Increases in prices result in an increase in both operating costs and the capital expenditure to maintain and develop mining
operations.

While the recent decline in demand for most commodities may alleviate shortages of, and delivery times for strategic spares,
critical consumables, heavy mining equipment and metallurgical plant, AngloGold Ashanti and other gold mining companies,
individually, have limited influence over manufacturers and suppliers of these items. In addition, the supply chain for these
items could be disrupted by global economic conditions. If AngloGold Ashanti experiences shortages, or increased lead times
in delivery of strategic spares, critical consumables, heavy mining and certain processing equipment, its results of operations
and its fi nancial condition could be adversely affected.


Mining companies face many risks related to their operations (including their exploration and development activities)
that may adversely affect their cash flows and overall profitability.

Uncertainty and cost of mineral exploration and acquisitions

Exploration activities are speculative and are often unproductive. These activities also often require substantial expenditure to:

•      establish the presence, and to quantify the extent and grades (metal content), of mineralized material through exploration
       drilling;
•      determine appropriate metallurgical recovery processes to extract gold from the ore;
•      estimate Ore Reserves;
•      undertake feasibility studies and to estimate the technical and economic viability of the project; and
•      construct, renovate or expand mining and processing facilities.

Once gold mineralization is discovered it can take several years to determine whether Ore Reserves exist. During this time the
economic feasibility of production may change owing to fluctuations in factors that affect revenue, as well as cash and other
operating costs.

From time-to-time, AngloGold Ashanti evaluates the acquisition of Ore Reserves, development properties and operating mines,
either as stand-alone assets or as part of companies. Its decisions to acquire these properties have historically been based on
a variety of factors including historical operating results, estimates of and assumptions regarding the extent of Ore Reserves,
cash and other operating costs, gold prices and projected economic returns and evaluations of existing or potential liabilities
associated with the property and its operations and how these may change in the future. Other than historical operating results,
all of these parameters are uncertain and have an impact upon revenue, cash an d other operating issues, as well as the
uncertainties related to the process used to estimate Ore Reserves. In addition, there is intense competition for the acquisition
of attractive mining properties.
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19
As a result of these uncertainties, the exploration programs and acquisitions engaged in by AngloGold Ashanti may not result
in the expansion or replacement of the current production with new Ore Reserves or operations. This could adversely affect its
results of operations and its financial condition.


Development risks

AngloGold Ashanti's profitability depends, in part, on the actual economic returns and the actual costs of developing mines,
which may differ significantly from its current estimates. The development of its mining projects may be subject to unexpected
problems and delays.

AngloGold Ashanti's decision to develop a mineral property is typically based, in the case of an extension or, in the case of a
new development, on the results of a feasibility study. Feasibility studies estimate the expected or anticipated project ec onomic
returns.

These estimates are based on assumptions regarding:

•      future gold, uranium and other metal prices;
•      anticipated tonnage, grades and metallurgical characteristics of ore to be mined and processed;
•      anticipated recovery rates of gold, uranium and other metals from the ore;
•      anticipated capital expenditure and cash operating costs; and
•      the required return on investment.

Actual cash operating costs, production and economic returns may differ significantly from those anticipated by such studies
and estimates. Operating costs and capital expenditure are determined particularly by the costs of the commodity inputs,
including the cost of fuel, chemical reagents, explosives, tires and steel consumed in mining activities and credits from by-
products. There are a number of uncertainties inherent in the development and construction of an extension to an existing
mine, or in the development and construction of any new mine. In addition to those discussed above these uncertainties
include the:

•      timing and cost, which can be considerable, of the construction of mining and processing facilities;
•      availability and cost of skilled labor, power, water and transportation facilities;
•      availability and cost of appropriate smelting and refining arrangements;
•      need to obtain necessary environmental and other governmental permits and the timing of those permits; and
•      the availability of funds to finance construction and development activities.

The costs, timing and complexities of mine development and construction can increase because of the remote location of many
mining properties. New mining operations could experience unexpected problems and delays during development, construction
and mine start-up. In addition, delays in the commencement of mineral production could occur. Finally, operating cost and
capital expenditure estimates could fluctuate considerably as a result of changes in the prices of commodities consumed in the
construction and operation of mining projects. Accordingly, AngloGold Ashanti's future development activities may not result in
the expansion or replacement of current production with new production, or one or more of these new production sites or
facilities may be less profitable than currently anticipated or may not be profitable at all.

Ore reserve estimation risks

There are numerous uncertainties inherent in Ore Reserve estimation and assumptions that are v alid at the time of estimation
but may change significantly with new information. Changes in the forecast prices of commodities, exchange rates, production
costs or recovery rates may change the economic status of reserves and may result in the reserves being restated. Those
changes could impact depreciation and amortization rates, asset-carrying values, and provisions for closedown, restoration and
environmental clean-up costs.

AngloGold Ashanti undertakes annual revisions to its Mineral Resource and Ore Reserve estimates based upon actual
exploration and production results, depletion, new information on geology and fluctuations in production, operating and other
costs and economic parameters such as prevailing exchange rates. Mineral Resource and Ore Reserve estimates are not
precise calculations and are dependent on the interpretation of limited information on the location, shape and continuity of the
occurrence and on the available sampling results. These factors may result in reductions in its Ore Reserve estimates, which
could adversely affect the life-of-mine plans and consequently the total value of AngloGold Ashanti's mining asset base and, as
a result, have an adverse effect upon the market price of AngloGold Ashanti's ordinary shares and ADSs.
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20
Production or mining industry risks

Gold mining is susceptible to numerous events that may have an adverse impact on a gold mining business, its ability to
produce gold and meet its production targets. These events include, but are not limited to:

•      environmental hazards, including discharge of metals, pollutants or hazardous chemicals;
•      industrial accidents;
•      underground fires;
•      labor disputes;
•      activities of illegal or artisanal miners;
•      electrical power interruptions;
•      encountering unexpected geological formations;
•      unanticipated ground and water conditions;
•      unanticipated increases in gold lock-up and inventory levels at the company’s heap-leach operations;
•      fall-of-ground accidents in underground operations;
•      failure of mining pit slopes and tailings dam walls;
•      legal and regulatory restrictions and changes to such restrictions;
•      seismic activity; and
•      other natural phenomena, such as floods or inclement weather conditions.

Seismic activity is of particular concern to the gold mining industry in South Africa mainly because of the extent and depth of
mining. Despite the implementation of technology and modifications to mine layouts and support technology with a view to
minimizing the incidence and impact of seismic activity, seismic events have and could cause the death of, or personal injury
to, miners and other employees. Seismic activity may also cause the loss of mining equipment, damage to, or destruction of,
mineral properties or production facilities, monetary losses, environmental damage and potential legal liabilities both within
South Africa and elsewhere where seismic activity may be a factor. As a result, these events may have a material adverse
effect on AngloGold Ashanti's operational results and its financial condition.

Mining companies are increasingly required to consider and ensure the sustainable development of, and provide
benefits to, the communities and countries in which they operate.

As a consequence of public concern about the perceived ill effects of economic globalization, business generally and in
particular large multinational corporations, such as AngloGold Ashanti, face increasing public scrutiny of their activities.

These businesses are under pressure to demonstrate that, as they seek to generate satisfactory returns on investment to
shareholders, other stakeholders – including employees, communities surrounding operations and the countries in which they
operate – benefit, and will continue to benefit from these commercial activities, which are also expected to minimize or
eliminate any damage to the interests of those stakeholders. Such pressures tend to be applied most strongly against
companies whose activities are perceived to have a high impact on their social and physical environment. The potential
consequences of these pressures include reputational damage, legal suits and social spending o bligations. All of these factors
could have a material adverse effect on AngloGold Ashanti's results of operations and its financial condition.

Mining companies are subject to extensive health, safety and environmental laws and regulations.

Gold mining operations are subject to a variety of industry-specific health and safety laws and regulations depending upon the
jurisdiction in which they are located. These laws and regulations are formulated to improve and to protect the safety and
health of employees.

In South Africa in particular, recent fatalities in the mining industry have caused the government to introduce compulsory
shutdown of operations to enable investigations into the cause of the accident. Should compliance with new standards require
a material increase in expenditure, AngloGold Ashanti's results of operations and its financial condition could be adversely
affected.

The South African Department of Minerals and Energy has em barked on an audit strategy with the primary aim of helping
mines to develop programs to improve health and safety. Audits have been conducted and a number of working places
compliance stoppages have occurred. These instances have had a short-term adverse impact on gold production. Future
stoppages could have a similar negative impact on production.
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21
Mining companies are also subject to extensive environmental laws and regulations in the various jurisdictions in which they
operate. These regulations establish limits and conditions on producers' ability to conduct their operations. The cost of
AngloGold Ashanti's compliance with environmental laws and regulations has been, and is expected to continue to be,
significant.

Environmental laws and regulations are continually changing and are generally becoming more restrictive. If AngloGold
Ashanti's environmental compliance obligations alter as a result of changes in laws and regulations, or in certain assumptions it
makes to estimate liabilities, or if unanticipated conditions arise at its operations, its expenses and provisions would increase. If
material, these expenses and provisions could adversely affect AngloGold Ashanti's results and financial condition.

Mining companies are requi red to close their operations and rehabilitate the lands that they mine in accordance with
environmental laws and regulations. Estimates of the total ultimate closure and rehabilitation costs for gold mining operations
are significant and based principally on current legal and regulatory requirements that may change materially. Environmental
liabilities are accrued when they become known, probable and can be reasonably estimated. Increasingly, regulators are
seeking security in the form of cash collateral or bank guarantees in respect of environmental obligations, which could have an
adverse effect on AngloGold Ashanti's financial condition.

Costs associated with rehabilitating land disturbed by the mining processes and addressing the environmental, health and
community issues are estimated and financial provision made based upon information available currently. Estimates may
however be insufficient and further environmental issues may be identified at any stage. Any und erestimated or unidentified
rehabilitation costs would reduce earnings and could materially and adversely affect AngloGold Ashanti's asset values,
earnings and cash flows.

AngloGold Ashanti’s operations result in the emission of greenhouse gases such as carbon dioxide and methane. Currently a
number of legislative and regulatory measures to address greenhouse gas emissions, including the Kyoto Protocol, are in
various phases of discussion or implementation. Such measures could result in increased costs for AngloGold Ashanti to:
(i) operate and maintain its mines, (ii) install new emission controls, and (iii) administer and manage any greenhouse gas
emissions program.


Risks related to AngloGold Ashanti’s operations.

AngloGold Ashanti faces many risks related to its operations that may affect its cash flows and overall profitability.

AngloGold Ashanti's level of indebtedness could adversely affect its business.

As at December 31, 2008, AngloGold Ashanti had gross borrowings of approximately $1.9 billion. This level of indebtedness
could have adverse effects on its flexibility to do business. For example, AngloGold Ashanti may be required to utilize a large
portion of its cash flow to pay the principal and interest on its debt which will reduce the amount of funds available to finance
existing operations, the development of new organic growth opportunities and further acquisitions. In addition, under the terms
of its borrowing facilities from its banks AngloGold Ashanti is obliged to meet certain financial and other covenants. AngloGold
Ashanti's ability to continue to meet these covenants will depend upon its future financial performance which will be affected by
its operating performance as well as by financial and other factors, certain of which are beyond its control.

AngloGold Ashanti's level of indebtedness may make it vulnerable to economic cycle downturns, whic h are beyond its control,
because during such downturns AngloGold Ashanti cannot be certain that its future cash flows will be sufficient to allow it to
pay principal and interest on its debt and also to meet its other obligations.

Should the cash flow from operations be insufficient, AngloGold Ashanti could breach its financial and other covenants and
may be required to refinance all or part of its existing debt, use existing cash balances, issue additional equity or sell assets.
AngloGold Ashanti cannot be sure that it will be able to do so on commercially reasonable terms, if at all.

On November 20, 2008, AngloGold Ashanti Limited entered into a $1 billion term facility agreement with Standard Chartered
Bank to refinance its convertible bond. The term facility is for an initial one-year period from the date of the first drawdown in
February 2009 and the term facility is extendable, if required, at the option of AngloGold Ashanti until November 30, 2010.
Amou nts drawn under the term facility currently bear an interest margin of 4.25 percent. See “Item 5.: Operating and Financial
Review and Prospects – Liquidity” for additional information regarding the $1 billion term facility agreement.
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AngloGold Ashanti's interest expense will increase substantially as a result of the higher interest rates and fees associated with
the term facility. Based on an assumed cost of funds of 100 basis points and assuming that the term facility is fully drawn, the
effective borrowing cost (including fees and applicable margin) on the term facility is estimated at approximately 10 percent per
annum. The actual interest expense in 2009 will depend upon the lenders' actual costs of funds and prevailing LIBOR rates
and will be partially mitigated by the application of the proceeds from the sale of AngloGold Ashanti’s interest in the Boddington
project to repay a portion of the term facility.

Amounts outstanding under the term facility may be prepaid at any time prior to the maturity date. AngloGold Ashanti intends to
refinance the term facility through one or more of the following: the proceeds from the sale of AngloGold Ashanti's interest in
the Boddington project and other asset sales, long-term debt financing and/ or the issuance of an equity-linked instrument. The
nature and timing of the refinancing of the term facility will depend upon market conditions. AngloGold Ashanti cannot be sure
that it will be able to refinance the term facility on commercially reasonable terms if at all.

If AngloGold Ashanti does not complete the sale of its interest in the Boddington Gold Mine then it may have less
cash available, including to repay amounts outstanding under the $1 billion term facility.
The sale of AngloGold Ashanti's interest in the Boddington Gold Mine is subject to the fulfilment of all conditions precedent on
or prior to June 30, 2009 or such later date as the parties may mutually agree. At the date of this document all but one of the
conditions precedent to the transaction have been fulfilled. If the last condition precedent is not fulfilled to the satisfaction
of AngloGold Ashanti, and AngloGold Ashanti and Newmont Mining Corporation are unable to agree on an acceptable
resolution, the transaction may not complete. In that event, AngloGold Ashanti will not receive the approximately $1.1 billion
transaction consideration and will remain responsible for its share of the Boddington project's capital expenditures. This will
reduce the cash available to AngloGold Ashanti in the near-term, including to repay amounts outstanding under the $1 billion
term facility.

AngloGold Ashanti uses gold hedging instruments and has entered into long-term sales contracts, which may prevent
the company from realizing potential gains resulting from subsequent commodity price increases in the future.
AngloGold Ashanti's reported financial condition could be adversely affected as a result of the need to fair value all of
its hedge contracts.

AngloGold Ashanti has used gold hedging instruments to protect and fix the selling price of some of its anticipated production.
The use of such instruments prevents full participation in subsequent increases in the market price for the commodity with
respect to covered production. Since 2001, AngloGold Ashanti has been reducing its hedge commitments through hedge buy-
backs (limited to non-hedge derivatives), deliveries into contracts and restructuring in order to provide greater participation in a
rising gold price environment. As a result of these measures, AngloGold Ashanti has, and expects to continue to have,
substantially less protection against declines in the market price of gold as compared with previous years.

AngloGold Ashanti continues to use gold hedging instruments to fix the selling price of a portion of its anticipated gold
production and to protect revenues against unfavorable gold price and exchange rate movements. While the use of these
instruments may protect against a drop in gold prices and exchange rate movements, it will do so for only a limited period of
time and only to the extent that the hedge remains in place. The use of these instruments may also prevent AngloGold Ashanti
from fully realizing the positive impact on income from any subsequent favorable increase in the price of gold on the portion of
production covered by the hedge and of any subsequent favorable exchange rate movements.

In 2008, AngloGold Ashanti used part of the proceeds from its $1.7 billion rights offer to undertake a major restructuring of the
hedge book. This he dge restructuring resulted in hedge commitments reducing by 5.29 million ounces (or 47 percent) from
11.28 million ounces as at December 31, 2007 to 5.99 million ounces as at December 31, 2008. Although this hedge
restructuring has significantly reduced the exposure to the hedge book, a rising gold price may result in a gap between the spot
price and AngloGold Ashanti's received price of gold for ounces still hedged, and this may continue as AngloGold Ashanti
closes out its existing hedge positions by delivering into contracts.

A significant number of AngloGold Ashanti's forward sales contracts are not treated as derivatives and fair valued on the
financial statements as they fall under the normal purchase sales exemption. Should AngloGold Ashanti fail to settle these
contracts by physical delivery, then it may be required to account for the fair value of a portion, or potentially all of, the existing
contracts in the financial statements. This could adversely affect Ang loGold Ashanti's reported financial condition.

As the global financial crisis continues, some of AngloGold Ashanti's hedge counterparts may either be unable to perform their
obligations under the applicable derivative instrument or in certain cases elect to terminate their contracts early in 2010, which
may result in the company being called upon to immediately meet any obligation under the hedge contracts with such hedge
counterparts. If exercised, the early termination options under certain of the company’s hedging contracts could adversely
affect AngloGold Ashanti’s financial position through an acceleration of potentially material cash outflows associated with the
early closure of these hedging contracts and the accounting for these settlements in the income statement.
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Power stoppages, fluctuations and energy cost increases could adversely affect AngloGold Ashanti's results of
operations and its financial condition.

In South Africa, AngloGold Ashanti's mining operations are dependent upon electrical power generated by the state utility,
Eskom. As a result of an increase in demand exceeding available generating capacity, Eskom warned that South Africa could
face disruptions in electrical power supply. At the start of 2008, as a result of substantial unplanned maintenance at Eskom's
power stations, as well as higher than usual seasonal rainfall adversely impacting upon Eskom's coal stockpiles, Eskom's
generating capacity was severely impaired. As a result, the incidence of power outages increased substantially to the point
that, in January 2008, Eskom warned that it could no longer guarantee the availability of its supply of electrical power to the
Sout h African mining industry. Consequently, AngloGold Ashanti, along with other mining companies with South African
operations, was forced temporarily to suspend mining operations at its South African mines. Following meetings between
industry-wide representatives, including AngloGold Ashanti, and Eskom, agreement was reached whereby mines were able to
resume their power consumption to 90 percent of average capacity in return for Eskom guaranteeing a more normal power
supply, including undertakings to more reliably warn companies when power outages may occur. Mining operations resumed
later in January 2008 at AngloGold Ashanti's mines, and since then, power supply to the South African operations has been at
90 percent of average capacity.

AngloGold Ashanti cannot give assurance that power supply to its South African operations will not experience future
interruptions as the national grid system in South Africa continues to face emergency failure conditions. In the third qua rter of
2008, Eskom applied for a tariff review and the National Energy Regulator of South Africa (NERSA) granted an additional
20 percent increase for the nine remaining months of the Eskom financial year (July 2008 to March 2009). In addition, it was
indicated that the increase of electricity rates for the next three years could be in the order of 20-25 percent per annum. The
company understands that Eskom is compiling an application for tariff increases to NERSA for the 2009 increase. Should the
power outages continue to increase, or should AngloGold Ashanti be unable to achieve its production or cost targets due to the
current constraint, any additional power outages or any power tariff increases, then its future profitability and financial condition
may be adversely affected.

All of AngloGold Ashanti's mining operations in Ghana are dependant for their electricity supply on hydro-electric power
supplied by the Volta River Authority (VRA) an entity controlled by the government of Ghana. Most of this electrical power is
hydro-generated electricity, although AngloGold Ashanti also has access to VRA electricity supply from a recently constructed
smaller thermal plant. The VRA's principal electricity generating facility is the Akosombo Dam and during periods of below
average inflows from the Volta reservoir, electricity supplies from the Akosombo Dam may be curtailed, as occurred in 1998,
2006 and the first half of 2007. In addition, during periods of limited electricity availability, the national power system is subject
to system disturbances and voltage fluctuations, which can damage the group's equipment. The VRA also obtains power from
neighboring Côte d'Ivoire, which has intermittently experienced some political instability and civil unrest. These factors,
including increased power demand from other users in Ghana, may cause interruptions in AngloGold Ashanti's power supply to
its operations in Ghana or result in increases in th e cost of power even if they do not interrupt supply. Consequently, these
factors may adversely affect AngloGold Ashanti's results of operations and its financial condition. In order to address this
problem and to supplement the power generated by the VRA, AngloGold Ashanti has, together with the other three principal
gold producers in Ghana, acquired (and equally funded) an 85 megawatt, diesel-fired, power plant that could be converted to
gas supply once the anticipated West African gas pipeline is developed. To further reduce the dependence on hydro-electric
power, which may be impacted by low rainfall, the VRA is increasing its thermal power generation capacity by constructing a
126 megawatt thermal plant at Tema. In July 2008, the government of Ghana informed mining companies operating in the
country that they would now pay an increased rate per kilowatt hour of power resulting in an increase at Obuasi from 9.2 to
15.45 US cents per kilowatt hour and for Iduapriem from 9.2 to 17.81 US cents per kilowatt hour. The mining companies in
Ghana, including AngloGold Ashanti are in negotiation with the government to seek a reduction in power rates. AngloGold
Ashanti cannot give assurance that these negotiations will result in a reduction in power rates.

AngloGold Ashanti's mining operations in Guinea, Tanzania and Mali are dependent on power supplied by outside contractors
and supplies of fuel being delivered by road. AngloGold Ashanti's power supply has been disrupted in the past and it has
suffered resulting production losses as a result of equipment failure.
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Contracts for sale of uranium at fixed prices could affect AngloGold Ashanti's operational results and financial
condition.

AngloGold Ashanti has entered into contracts for the sale of uranium produced by some of its South African operations and
may therefore be prevented from realizing all potential gains from an increase in uranium prices to the extent that the group's
future production is covered by such contracts. Should AngloGold Ashanti not produce sufficient quantities of uranium to cover
such contracts, it may need to procure or borrow uranium in the market to meet any shortfall which could adversely affect
AngloGold Ashanti's results of operations and its financial condition.


Foreign exchange fluctuations could have a material adverse effect on AngloGold Ashanti's operational results and
financial condition.

Gold is principally a dollar-priced commo dity, and most of AngloGold Ashanti's revenues are realized in, or linked to, dollars
while production costs are largely incurred in the applicable local currency where the relevant operation is located. The
weakening of the dollar, without a corresponding increase in the dollar price of gold against these local currencies, results in
lower revenues and higher production costs in dollar terms. Conversely, the strengthening of the dollar, without a
corresponding decrease in the dollar price of gold against these local currencies yields significantly higher revenues and lower
production costs in dollar terms. Exchange rate movements may have a material effect on AngloGold Ashanti's operational
results. For example, a 1 percent strengthening of the South African rand, Brazilian real, the Argentinean peso and the
Australian dollar against the US dollar will result in an increase in total cash costs incurred of nearly $3 per ounce, or 1 percent.

A small proportion of AngloGol d Ashanti's hedges are denominated in South African rands and Australian dollars, which may
partially offset the effect of the US dollar's strength or weakness on AngloGold Ashanti's profitability. In addition, due to its
global operations and local foreign exchange regulations, some of AngloGold Ashanti's funds are held in local currencies, such
as the South African rand and the Australian dollar.


Inflation may have a material adverse effect on AngloGold Ashanti's operational results.

The majority of AngloGold Ashanti's operations are located in countries that have experienced high rates of inflation during
certain periods.

Since AngloGold Ashanti is unable to influence the market price at which it sells gold (except to the extent that it enters into
forward sales and other derivative contracts), it is possible that significantly higher future inflation in the countries in which
AngloGold Ashanti operates may result in an increase in future o perational costs in local currencies (without a concurrent
devaluation of the local currency of operations against the dollar or an increase in the dollar price of gold). This could have a
material adverse effect upon AngloGold Ashanti's results of operations and its financial condition.

While none of AngloGold Ashanti's specific operations is currently materially adversely affected by inflation, significantly higher
and sustained inflation in the future, with a consequent increase in operational costs, could result in operations being
discontinued or reduced or rationalized at higher cost mines.


AngloGold Ashanti's new order mining rights in South Africa could be suspended or cancelled should the company
breach, and fail to remedy such breach of, its obligations in respect of the acquisition of these rights.

AngloGold Ashanti's rights to own and exploit Mineral Reserves and deposits are governed by the laws and regulations of the
jurisdiction s in which the mineral properties are located. Currently, a significant portion of its Mineral Reserves and deposits are
located in South Africa, where new order mining rights could be suspended or cancelled should AngloGold Ashanti breach, and
fail to remedy such breach of, its obligations in respect of the acquisition of these rights.

Custodianship and the issuance of South Africa's mineral and prospecting rights vest in the state pursuant to the Mineral and
Petroleum Resources Development Act (MPRDA). Such rights, formerly regulated under the Minerals Act 50 of 1991 and
common law, are now known as old order mining rights and the transitional arrangements provided in Schedule II to the
MPRDA give holders of old order mining rights the opportunity to convert their old order mining rights into new order mining
rights within specified timeframes.
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The Department of Minerals and Energy (DME) has published, pursuant to the MPRDA, the Broad-Based Socio Economic
Empowerment Charter for the South African Mining Industry (the Mining Charter). Compliance with the Mining Charter,
measured using a designated scorecard, requires that every mining company achieve 15 percent ownership by historically
disadvantaged South Africans (HDSAs) of its South African mining assets by May 1, 2009, and 26 percent ownership by
May 1, 2014, and achieve participation by HDSAs in various other aspects of management referred to below. AngloGold
Ashanti has submitted two social and labor plans – one for each of its main mining regions – detailing its specific goals in these
areas to the DME. The scorecard allows for a portion of 'offset' against the HDSAs equity participation requirements insofar as
companies have facilitated downstream, value-adding activities in respect of the products they mine. AngloGold Ashanti carries
out such downstream activities and believes these will be recognized in terms of a framework currently being devised by the
South African Government.

AngloGold Ashanti believes that it has made significant progress towards meeting the requirements of the Mining Charter, the
Scorecard and its own undertakings in terms of human resource development, employment equity, mine community and rural
development, housing and living conditions, procurement and beneficiation, including the implementation of programs to help
achieve the requirement of having 40 percent of management roles being held by HDSAs by 2010, as well as the Employee
Share Ownership Plan (ESOP) as implemented at the end of 2006. AngloGold Ashanti will incur expenses in giving further
effect to the Mining Charter and the Scorecard and the implementation of the ESOP will affect the group's results of operations.
The Mining Charter itself provide s that it should be reviewed five years after becoming law. The review process, being
conducted in consultation between the government and mining companies, is scheduled to take place during 2009. The
outcome might impose new conditions on mining companies operating in South Africa.

AngloGold Ashanti was informed on August 1, 2005, by the Director General of Minerals and Energy that its applications to
convert its old order rights to new order mining rights for its West Wits and Vaal River operations, as well as its applications for
new mining rights to extend its mining areas at its TauTona and Kopanang mines, had been successful. These applications
relate to all of its existing operations in South Africa. The notarial agreements for the converted West Wits mining right and
Block 1C11 new mining right have been executed and registered. AngloGold Ashanti will also be applying for conversion of an
old order mining right for a borrow pit at West Wits before the closing da te, which is expected to occur at the end of April 2009.
The notarial agreements for the bulk of the Vaal River Operations and the adjacent areas of Jonkerskraal, Weltevreden, Moab
Extension Area and the new right for Edom have been executed and registered. The sole remaining notarial agreement for the
Vaal River operations, Grootdraai is pending. AngloGold Ashanti has also applied for the conversion of the Ergo old order right
in order to cede the converted right to the purchaser of Ergo.

Even where new order mining rights are obtained under the MPRDA, these rights may not be equivalent to the old order mining
rights. The AngloGold Ashanti rights that have been converted and registered do not differ significantly from the relevant old
order rights. The duration of the new rights will no longer be perpetual as was the case under old order mining rights but rather
will be granted for a maximum period of 30 years, with renewals of up to 30 years each and, in the case of pr ospecting rights, a
maximum period of five years with one renewal of up to three years. Furthermore, the MPRDA provides for a retention period
after prospecting of up to three years with one renewal of up to two years, subject to certain conditions, such as non-
concentration of resources, fair competition and non-exclusion of others. In addition, the new order rights will only be
transferable subject to the consent of the Minister of Minerals and Energy.

The new order mining rights can be suspended or cancelled by the Minister of Minerals and Energy if, upon notice of a breach
from the Minister, the entity breaching its obligations to comply with the MPRDA or the conditions of the notarial agreement
fails to remedy such breach. The MPRDA also imposes additional responsibilities on mining companies relating to
environmental management and to environmental damage, degradation or pollution resulting from their prospecting or mining
activities. AngloGold Ashanti has a po licy of evaluating, minimizing and addressing the environmental consequences of its
activities and, consistent with this policy and the MPRDA, conducts an annual review of the environmental costs and liabilities
associated with the group's South African operations in light of the new, as well as existing, environmental requirements.

The introduction of South African State royalties where a significant portion of AngloGold Ashanti's Mineral Reserves
and operations are located will have an adverse effect on its results of operations and its financial condition.

The Mineral and Petroleum Resources Royalty Act was promulgated by the South African Minister of Finance on
November 24, 2008 and provides for the payment of a royalty according to a formula based on taxable earnings before interest
and tax. It has a minimum rate of 0.5 percent and a maximum rate of 5 percent and is a tax deductible expense. It is estimated
that the formula will translate to a royalty r ate of between 2.5 percent and 4 percent of gross sales in terms of current pricing
assumptions. The payment of royalties was scheduled to begin on May 1, 2009 but has been postponed to March 1, 2010 as
announced in the minister of finance’s budget speech on February 11, 2009.
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Certain factors may affect AngloGold Ashanti's ability to support the carrying value of its property, plants and
equipment, acquired properties, investments and goodwill on its balance sheet.

AngloGold Ashanti reviews and tests the carrying value of its assets when events or changes in circumstances suggest that the
carrying amount may not be recoverable. AngloGold Ashanti values individual mining assets at the lowest level for which cash
flows are identifiable as independent of cash flows of other mining assets and liabilities.

If there are indications that impairment may have occurred, AngloGold Ashanti prepares estimates of expected future cash
flows for each group of assets. Expected future cash flows are inherently uncertain, and could materially change over time.
They are significantly affected by reserve and production estimates, together with economic factors such as spot and forward
gold prices, discount rates, currency exchange rates, estimates of costs to produce reserves and future capital expenditure.

If any of these uncertainties occur either alone or in combination, it could require management to recognize an impairment,
which could adversely affect AngloGold Ashanti's financial condition. For example, in the fourth quarter of 2008, AngloGold
Ashanti recorded asset impairment charges on tangible assets and goodwill of $522 million (net of tax) in relation to certain former
assets of Ashanti (comprising Obuasi, Geita and Iduapriem).


Diversity in interpretation and application of accounting literature in the mining industry may impact AngloGold
Ashanti's reported financial results.

The mining industry has limited industry specific accounting literature. As a result, diversity exists in the interpretation and
application of accounting literature to mining specific issues. For example, AngloGold Ashanti capitali zes the drilling and related
costs incurred to define and delineate a residual mineral deposit that has not been classified as proved and probable reserves
at a development stage or production stage mine, whereas some companies expense such costs. As and when diversity in
interpretation and application is addressed, it may impact AngloGold Ashanti's reported results should the adopted
interpretation differ from the position followed by AngloGold Ashanti.


AngloGold Ashanti's Mineral Reserves, deposits and mining operations are located in countries that face political,
economic and/or security risks.

Some of AngloGold Ashanti's mineral deposits and mining and exploration operations are located in countries that have
experienced political instability and economic uncertainty. In all of the countries where AngloGold Ashanti operates, the
formulation or implementation of government policies may be unpredictable on certain issues including regulations whi ch
impact on its operations and changes in laws relating to issues such as mineral rights and asset ownership, taxation, royalties,
import and export duties, currency transfers, restrictions on foreign currency holdings and repatriation of earnings.

Any existing and new mining and exploration operations and projects AngloGold Ashanti carries out in these countries are, and
will be subject to, various national and local laws, policies and regulations governing the ownership, prospecting, development
and mining of Mineral Reserves, taxation and royalties, exchange controls, import and export duties and restrictions,
investment approvals, employee and social/community relations and other matters.

If, in one or more of these countries, AngloGold Ashanti was not able to obtain or maintain necessary permits, authorizations or
agreements to implement planned projects or continue its operations under conditions or within time frames that make such
plans and operations economic, or if legal, ownership, fiscal (including all royalties and duties), exchange control, employment,
environmental and social laws and regimes, or the governing political authorities change materially, which could result in
changes to such laws and regimes, its results of operations and its financial condition could be adversely affected.

Certain of the countries in which AngloGold Ashanti has mineral deposits or mining or exploration operations, including the
Democratic Republic of Congo and Colombia, have in the past experienced and in certain cases continue to experience, a
difficult security environment as well as political instability. In particular, various illegal groups active in regions in which the
group is present may pose a credible threat of terrorism, extortion and kidnapping, which could have an adverse effect on the
group's operations in such regions. In the event that continued operations in these countries compromise AngloGold Ashanti's
security or business principles, it may withdraw from these countries on a temporary or permanent basis, which in turn, could
have an adverse impact on its results of operations and its financial condition.
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In 2007, the government of the Democratic Republic of Congo (DRC) announced an industry-wide review of all mining
concessions and related agreements, including the agreements related to the ownership and operation of the Company’s
concessions in the DRC. As a result of this review, which has now been completed, the area of the Company’s project in
north-eastern DRC has been reduced from over 9,000 square kilometers to 6,100 square kilometers, (and will be further reduced over
a period of three years by 10 percent per annum for a maximum further reviewed to 4,270 aquare kilometers) and certain of the permit
and surface right payments payable by the project have been increased.

In addition, in December 2008, the National Council for Democracy and Development (CNDD) seized power in Guinea after the
death of the country's long-standing president, Lasana Conte. Moussa Dadis Camara, preside nt of the CNDD, announced on
December 27, 2008 the creation of a committee to examine and revise all existing mining agreements in Guinea. The
committee's review process has not yet commenced and AngloGold Ashanti is currently unable to predict the outcome of the
committee's examination. Pursuant to the direction of president Moussa Dadis Camasa, AngloGold Ashanti stopped
production at its Siguri mine in Guinea on March 20, 2009. After discussions with the president, AngloGold Ashanti
resumed production at its Siguiri mine in Guinea on March 24, 2009. AngloGold Ashanti cannot give any assurance that future
stoppages of this nature may not occur. Such stoppages, if prolonged, could have a material adverse effect on the Siguiri
mine.

In Mali and Tanzania, AngloGold Ashanti is due refunds of input tax which remain outstanding for periods longer than those
provided for in the respective statutes. In addition, AngloGold Ashanti has outstanding assessments and unresolv ed tax
disputes in a number of countries. If the outstanding input taxes are not received, the tax disputes are not resolved and
assessments are not made in a manner favorable to AngloGold Ashanti, it could have an adverse effect upon its results of
operations and its financial condition.

In Argentina, the government has applied export taxes of 5 percent to mining companies that were exempt therefrom.
AngloGold Ashanti has filed a claim with the courts to recover the export tax.


Labor disruptions and/or increased labor costs could have an adverse effect on AngloGold Ashanti's operating
results and financial condition.

As at December 31, 2008, approximately 67 percent (2007: 77 percent) of AngloGold Ashanti's workforce excluding
contractors or 63 percent of total workforce was located in South Africa. Approximately 98 percent of the workforce on its South
African operations is unionized, with the National Union of Mineworkers (NUM) represen ting the majority of unionized workers.

AngloGold Ashanti's employees in some South American countries and Ghana are also highly unionized. Trade unions have a
significant impact on AngloGold Ashanti's labor relations climate, as well as on social and political reforms, most notably in
South Africa.

It has become established practice to negotiate wages and conditions of employment with the unions every two years through
the Chamber of Mines of South Africa. An agreement was signed with the unions in August 2007, following negotiations
between NUM, United Associations of South Africa (UASA) on behalf of some clerical and junior management staff and
Solidarity (on behalf of a small number of miners) and the Chamber of Mines. A two-year deal was reached without resort to
any industrial action. The next round of negotiations will take place in 2009. AngloGold Ashanti cannot give assurance that it
will be able to renegotiate this agreement on satisfactory terms when it expires in 2009.

Labor costs represent a substantial proportion of AngloGold Ashanti's total operating costs, and in many operations, including
South African operations, is AngloGold Ashanti's single largest operating cost category. The two-year wage agreement will be
reviewed in June 2009 in negotiation with NUM, UASA, Solidarity and the Chamber of Mines and any increases in labor costs
have to be off-set by greater productivity efforts by all operations and employees.

There is a risk that strikes or other types of conflict with unions or employees may occur at any one of AngloGold Ashanti's
operations. It is uncertain whether labor disruptions will be used to advocate labor, political or social goals in the future.
Material labor disruptions could have an adverse effect on AngloGold Ashanti's results of operations and its financial condition.

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The use of mining contractors at certain of AngloGold Ashanti's operations may expose it to delays or suspensions in
mining activities and increases in mining costs.

Mining contractors are used at certain of AngloGold Ashanti's mines, including Sadiola, Morila and Yatela in Mali, Siguiri in
Guinea, Iduapriem in Ghana and Sunrise Dam in Australia, to mine and deliver ore to processing plants. Consequently, at
these mines, AngloGold Ashanti does not own all of the mining equipment and may face disruption of operations and incur
costs and liabilities in the event that any of the mining contractors at these mines has financial difficulties, or should there be a
dispute in renegotiating a mining contract, or a delay in replacing an existing contractor. Furthermore, increases in contract
mining rates, in the absence of associated productivity increases, will have an adverse impact on AngloGold As hanti's results
of operations and financial condition.


AngloGold Ashanti competes with mining and other companies for key human resources.

AngloGold Ashanti competes with mining and other companies on a global basis to attract and retain key human resources at
all levels with appropriate technical skills and operating and managerial experience necessary to continue to operate its
business. This is further exacerbated in the current environment of increased mining activity across the globe combined with
the global shortage of key mining industry human resource skills, including geologists, mining engineers, metallurgists and
skilled artisans.

The retention of staff is particularly challenging in South Africa, where, in addition to the impacts of the global industry wide
shortages, AngloGold Ashanti is also required to achieve employment equity targets of participation by historically
disadvantaged South Africans (HDSAs) in management and ot her positions.

AngloGold Ashanti competes with all companies in South Africa to attract and retain a small but growing pool of HDSAs with
the necessary skills and experience. For further details, see the risk factor “AngloGold Ashanti's new order mineral rights in
South Africa could be suspended or cancelled should the group breach, and fail to remedy such breach of, its obligations in
respect of the acquisition of these rights”.

There can be no assurance that AngloGold Ashanti will attract and retain skilled and experienced employees and, should it fail
to do so or lose any of its key personnel, its business and growth prospects may be harmed and its results of operations and its
financial condition could be adversely affected.


AngloGold Ashanti faces certain risks in dealing with HIV/AIDS that may adversely affect the results of its operations
and the company's financial condition.

AIDS and associated diseases remain th e major health care challenge faced by AngloGold Ashanti's South African operations.
Accurate prevalence data for AIDS is not available owing to doctor-patient confidentiality. The South African workforce
prevalence studies indicate that the percentage of AngloGold Ashanti's South African workforce that may be infected by HIV
may be as high as 30 percent. AngloGold Ashanti is continuing to develop and implement various programs aimed at helping
those who have been infected with HIV and preventing new infections. Since 2001, AngloGold Ashanti has offered a voluntary
counseling and HIV testing program for employees in South Africa. In 2002, AngloGold Ashanti began to offer anti-retroviral
therapy (ART) to HIV positive employees who met the current medical criteria for the initiation of ART. From April 2003,
AngloGold Ashanti commenced a roll-out of the treatment to all eligible employees desiring it. Approximately 5,400 employees
have been registered on the wellness program over the last three years and of these around 4,000 employees have attended
the clinic in the last six months. As of December 2008, approximately 1,900 employees were receiving treatment using anti-
retroviral drugs.

The cost of providing rigorous outcome-focused disease management of employees with AIDS, including the provision of an
anti-retroviral therapy, is on average R1,300 ($130) per employee on treatment per month. It is not yet possible to develop an
accurate cost estimate of the program in its entirety, given uncertainties such as drug prices and the ultimate rate of employee
participation.

AngloGold Ashanti does not expect the cost that it will incur related to the prevention of HIV infection and the treatment of AIDS
to materially and adversely affect its results of operations. Nevertheless, it is not possible to determine with certainty the costs
that AngloGold Ashanti may incur in the future in addressing this issue, and consequently its results of ope rations and its
financial condition could be adversely affected.
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AngloGold Ashanti faces certain risks in dealing with malaria and other tropical disease outbreaks, particularly at its
operations located in Africa, which may have an adverse effect on operational results.

Malaria and other tropical diseases pose significant health risks at all of AngloGold Ashanti's operations in Central, West and
East Africa where such diseases may assume epidemic proportions because of ineffective national control programs. Malaria
is a major cause of death in young children and pregnant women but also gives rise to fatalities and absenteeism in adult men.
Consequently, if uncontrolled, the disease could have an adverse effect upon productivity and profitability levels of AngloGold
Ashanti's operations located in these regions.


The treatment of occupational health diseases and the potential liabilities related to occupational health diseases may
have a n adverse effect upon the results of AngloGold Ashanti's operations and its financial condition.

The primary areas of focus in respect of occupational health within AngloGold Ashanti's operations are noise induced hearing
loss (NIHL), occupational lung diseases (OLD), which includes pulmonary tuberculosis (TB) in silica dust exposed individuals.
AngloGold Ashanti provides occupational health services to its employees at its occupational health centers and it continues to
improve preventative occupational hygiene initiatives. If the costs associated with providing such occupational health services
increase, the increase could have an adverse effect on AngloGold Ashanti's results of operations and its financial condition.

Furthermore, the South African government, by way of a cabinet resolution in 1999, proposed a possible combination and
alignment of benefits of the Occupational Diseases in Mines and Works Act (ODMWA) that provides for compensation to
miners who have OLD, TB and combinations thereof, and the Compensation for Occupational Injuries and Diseases Act
(COIDA) that provides for compensation to non-miners who have OLD. COIDA provides for compensation payments to
workers suffering permanent disabilities from OLD, which are classified as pension liabilities if the permanent disability is above
a certain threshold, or a lump sum compensation payment if the permanent disability is below a certain threshold. ODMWA
only provides for a lump sum compensation payment to workers suffering from OLD. The capitalized value of a pension liability
(in accordance with COIDA) is usually greater than that of a lump sum compensation payment (under ODMWA). In addition,
under COIDA compensation becomes payable at a lower threshold of permanent disability than under ODMWA. It is estimated
that under COIDA about two to three times more of AngloGold Ashanti's employees would be compensated as compared with
those eligible for compensation under ODM WA.

If the proposed combination of COIDA and ODMWA were to occur, this could further increase the level of compensation claims
AngloGold Ashanti could be subject to and consequently could have an adverse effect on its financial condition.

Mr Thembekile Mankayi instituted a legal action against AngloGold Ashanti in October 2006 in the High Court, Witwatersrand
Local Division. Mr Mankayi claimed approximately R2.6 million (approximately $0.27 million) for damages allegedly suffered by
him as a result of silicosis allegedly contracted whilst working on mines now owned by AngloGold Ashanti. The case was heard
and a judgment in the exception action was rendered on June 26, 2008 in favor of AngloGold Ashanti on the basis that mine
employers are insured under ODMWA and COIDA against compensable diseases, which precludes common law delictual
claims by employees against employers. The plaintiff has been granted leave to appeal the judgment. If AngloGold Ashanti is
unsuc cessful in defending this suit, it could be subject to numerous similar claims which could have an adverse effect on its
financial condition.

In response to the effects of silicosis in labor sending communities, a number of mining companies (under the auspices of the
Chamber of Mines), together with the National Union of Mineworkers (NUM) which is the largest union in the mining sector and
the national and regional departments of health have embarked on a project to assist in the delivery of compensation and relief
by mining companies under the ODMWA to communities that have been affected.

The costs associated with the pumping of water inflows from closed mines adjacent to AngloGold Ashanti's
operations could have an adverse effect upon operational results.

Certain of AngloGold Ashanti's mining operations are located adjacent to the mining operations of other mining companies.
The closure of a mining operation may have an impact upon continued oper ations at the adjacent mine if appropriate
preventative steps are not taken. In particular, this can include the ingress of underground water where pumping operations at
the adjacent closed mine are suspended. Such ingress could have an adverse effect upon any one of AngloGold Ashanti's
mining operations as a result of property damage, disruption to operations and additional pumping costs.
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AngloGold Ashanti has embarked on legal action in South Africa after the owner of an adjacent mine put the company owning
the adjacent mining operation into liquidation, raising questions about its and other companies' willingness to meet their water
pumping obligations.

The relevant mining companies have entered into a settlement agreement. As part of the settlement arrangement the mining
companies have formed and registered a not-for-profit company, known as the Margaret Water Company, to conduct water
pumping activities from the highest lying shaft which is currently owned by Stilfontein Gold Mining Company (in liquidation).
The three mining companies will contribute equally to the cost of establishing and initially running the Margaret Water
Company.


The occurrence of events for which AngloGold Ashanti is not insured or for which its insurance is inadequate may
adversely affect its cash flows and overall profitability.

AngloGold Ashanti maintains insurance to protect only against catastrophic events which could have a significant adverse
effect on its operations and profitability. This insurance is maintained in amounts that AngloGold Ashanti believes to be
reasonable depending upon the circumstances surrounding each identified risk. However, AngloGold Ashanti's insurance does
not cover all potential risks associated with its business. In addition, AngloGold Ashanti may elect not to insure certain risks,
due to the high premiums associated with insuring those risks or for various other reasons, including an assessment that the
risks are remote.

Furthermore, AngloGold Ashanti may not be able to obtain insurance coverage at acceptable premiums. AngloGold Ashanti
has a captive insurance company, namely AGRe Insurance Company Limited, which participates at various levels in certain of
the insurances maintained by AngloGold Asha nti. The occurrence of events for which it is not insured may adversely affect
AngloGold Ashanti's cash flows and overall profitability and its financial condition.

AngloGold Ashanti does not have management control over two significant joint venture projects. If these projects
are not managed effectively, AngloGold Ashanti's investment could be adversely affected or its reputation could be
harmed.

AngloGold Ashanti's joint ventures at Morila in Mali and Boddington in Western Australia are managed by its joint venture
partners. While AngloGold Ashanti may provide operational advice to its joint venture partners, it cannot ensure that these
projects are operated in compliance with the standards that it applies in its other operations. If these joint ventures are not
managed effectively, including as a result of weaknesses in the policies, procedures and controls implemented by the joint
venture partners, AngloGold Ashanti's investment in the relevant proj ect could be adversely affected. In addition, negative
publicity associated with ineffective management, particularly relating to any resulting accidents or environmental incidents
could harm AngloGold Ashanti's reputation. AngloGold Ashanti expects to complete the sale of its interest in the Boddington
project to its joint venture partner in the second quarter of 2009 but currently has no plans to dispose of its interest in the Morila
mine.


AngloGold Ashanti may experience unforeseen difficulties, delays or costs in successfully implementing its business
strategy, and its strategy may not result in the anticipated benefits.

The successful implementation of AngloGold Ashanti's business strategy depends upon a number of factors, including factors
that are outside its control. For example, the successful management of costs will depend upon prevailing market prices for
input costs and the ability to grow the business will depend upon the availability of attractive merger and acquisition opportunities
as well as the successful implementation of AngloGold Ashanti's existing and proposed project development initiatives and
continued exploration success, all of which are subject to the relevant mining and company specific risks as outlined in this risk
section. AngloGold Ashanti cannot give assurance that unforeseen difficulties, delays or costs will not adversely affect the
successful implementation of its business strategy, or that it its strategy will result in the anticipated benefits.

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Risks related to AngloGold Ashanti's ordinary shares and American Depositary Shares (ADSs)

Sales of large quantities of AngloGold Ashanti's ordinary shares and ADSs, or the perception that these sales may
occur, could adversely affect the prevailing market price of such securities.

The market price of AngloGold Ashanti's ordinary shares or ADSs could fall if large quantities of ordinary shares or ADSs are
sold in the public market, or there is the perception in the marketplace that such sales could occur. Subject to applicable
securities laws, holders of AngloGold Ashanti's ordinary shares or ADSs may decide to sell them at any time. The market price
of AngloGold Ashanti's ordinary shares or ADS could also fall as a result of any future offerings it makes of ordinary shares,
ADSs, or securities exchangeable or exercisable for its ordinary shares or ADSs, or the perceptio n in the marketplace that
these sales might occur. AngloGold Ashanti may make such offerings of additional ADS rights, letters of allocation or similar
securities at any time or from time to time in the future.


Fluctuations in the exchange rate of currencies may reduce the market value of AngloGold Ashanti's securities, as
well as the market value of any dividends or distributions paid by AngloGold Ashanti.

AngloGold Ashanti has historically declared all dividends in South African rands. As a result, exchange rate movements may
have affected and may continue to affect the Australian dollar, the British pound, the Ghanaian cedi and the US dollar value of
these dividends, as well as of any other distributions paid by the relevant depositary to investors that hold AngloGold Ashanti's
securities. This may reduce the value of these securities to investors.

AngloGold Ashanti's Memorandum and Articles of Association allows for dividends and distribu tions to be declared in any
currency at the discretion of AngloGold Ashanti's board of directors, or its shareholders at a general meeting. If and to the
extent that AngloGold Ashanti opts to declare dividends and distributions in dollars, exchange rate movements will not affect
the dollar value of any dividends or distributions, nevertheless, the value of any dividend or distribution in Australian dollars,
British pounds, Ghanaian cedis or South African rands will continue to be affected. If and to the extent that dividends and
distributions are declared in South African rands, exchange rate movements will continue to affect the Australian dollar, British
pound, Ghanaian cedi and US dollar value of these dividends and distributions. Furthermore, the market value of AngloGold
Ashanti's securities as expressed in Australian dollars, British pounds, Ghanaian cedis, US dollars and South African rands will
continue to fluctuate in part as a result of foreign exchange fluctuations.


The recently announced proposal by the South African Government to replace the Secondary Tax on Companies with
a withholding tax on dividends and other distributions may impact the amount of dividends or other distributions
received by the company's shareholders.

On February 21, 2007, the South African Government announced a proposal to replace Secondary Tax on Companies with a
10 percent withholding tax on dividends and other distributions payable to shareholders. This proposal is expected to be
implemented in 2010. Although this may reduce the tax payable by the South African operations of the group thereby
increasing distributable earnings, the withholding tax will generally reduce the amount of dividends or other distributions
received by AngloGold Ashanti shareholders.
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ITEM 4: INFORMATION ON THE COMPANY

GROUP INFORMATION

AngloGold Limited was founded in June 1998 through the consolidation of the gold mining interests of Anglo American. The
company, AngloGold Ashanti as it is now, was formed on April 26, 2004 following the business combination between
AngloGold and Ashanti Goldfields Company Limited. AngloGold Ashanti is currently the third largest gold producing mining
company in the world by ounces sold.

On March 17, 2009, Anglo American announced that it had sold its remaining interest in AngloGold Ashanti.


Current profile

AngloGold Ashanti Limited, headquartered in Johannesburg, South Africa, is a global gold company with a portfolio of long-life,
relatively low-cost assets and differing orebody types in key gold producing regions. The company's 21 operations are located
in 10 countries (Argentina, Australia, Brazil, Ghana, Guinea, Mali, Namibia, South Africa, Tanzania and the United States of
America) and are supported by extensive exploration activities. The combined Proved and Probable Ore Reserves of the group
amounted to 73.5 million ounces as at December 31, 2008.

The primary listing of the company's ordinary shares is on the JSE Limited (JSE) in South Africa. Its ordinary shares are also
listed on stock exchanges in London, Paris and Ghana, as well as being quoted in Brussels in the form of International
Depositary Receipts (IDRs), in New York in the form of American Depositary Shares (ADSs), in Australia, in the form of
Clearing House Electronic Subregister System Depositary Interests (CDIs) and in Ghana, in the form of Ghanaian Depositary
Shares (GhDSs).

AngloGold Ashanti Limited (Registration number 1944/017354/06) was incorporated in the Republic of South Africa in 1944
under the name of Vaal Reefs Exploration and Mining Company Limited and operates under the South African Companies Act
6 1 of 1973, as amended. Its registered office is at 76, Jeppe Street, Newtown, Johannesburg, South Africa, 2001.


4A.       HISTORY AND DEVELOPMENT OF THE COMPANY

HISTORY AND SIGNIFICANT DEVELOPMENTS OF THE COMPANY

Below are highlights of key corporate activities of the company from its formation in 1998:

1998

•      Formation of AngloGold Limited in June 1998 through the consolidation of East Rand Gold and Uranium Company
       Limited; Eastvaal Gold Holdings Limited; Southvaal Holdings Limited; Free State Consolidated Gold Mines Limited;
       Elandsrand Gold Mining Company Limited; H.J. Joel Gold Mining Company Limited and Western Deep Levels Limited into
       a single, focused, independent, gold mining company. Vaal Reefs Exploration and Mining Company Limited (Vaal Reefs),
       the vehicle for the consolidation, changed its name to AngloGold Limited and increased its authorized share capital,
       effective March 30, 1998

1999

•      Acquired minority shareholders interest in Driefontein Consolidated Limited (17 percent); Anmercosa Mining (West Africa)
       Limited (100 percent); Western Ultra Deep Levels Limited (89 percent); Eastern Gold Holdings Limited (52 percent); 
       Erongo Mining and Exploration Company Limited (70 percent)
•      Purchased Minorco's gold interests in North and South America
•      Acquired Acacia Resources in Australia
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2000

Acquired:

•     a 40 percent interest in the Morila mine in Mali from Randgold Resources Limited
•     a 50 percent interest in the Geita mine in Tanzania from Ashanti Goldfields Company Limited (Ashanti)
•     a 25 percent interest in OroAfrica, South Africa's largest manufacturer of gold jewellery

2001

•      Sold the Elandsrand and Deelkraal mines to Harmony Gold Mining Company Limited (Harmony); disposed of its interests
       in No. 2 Shaft Vaal River Operations to African Rainbow Minerals (ARM) and made an unsuccessful take-over bid for
       Normandy Mining Limited

2002

•      Sold the Free State assets to ARM and Harmony
•      Acquired an additional 46.25 percent of the equity, as well as the total loan assignment, of Cerro Vanguardia SA from
       Pérez Companc International SA, thereby increasing its interest in Cerro Vanguardia to 92.5 percent

2003

•      Disposed of its wholly-owned Amapari project to Mineração Pedra Branca do Amapari
•      Sold its 49 percent stake in the Gawler Craton Joint Venture, including the Tunkillia project located in South Australia to
       Helix Resources Limited
•      Sold its interest in the Jerritt Canyon Joint Venture to Queenstake Resources USA Inc
•      Disposed of its entire investments in East African Gold Mines Limited and in Randgold Resources Limited
•      Purchased a portion of the Driefontein mining area in South Africa from Gold Fields Limited

2004

•      Sold its Western Tanami project to Tanami Gold NL in Australia
•      Concluded the business combination with Ashanti Goldfields Company Limited, at which time the company changed its
       name to AngloGold Ashanti Limited
•      Acquired the remaining 50 percent interest in Geita as a result of the business combination
•      AngloGold Holdings plc, a subsidiary of AngloGold, completed an offering of $1 billion principal amount 2.375 percent
        convertible bonds, due 2009 and guaranteed by AngloGold Ashanti
•      Acquired a 29.8 percent stake in Trans-Siberian Gold plc
•      Sold its Union Reefs assets to the Burnside Joint Venture, comprising subsidiaries of Northern Gold NL (50 percent) and
       Harmony (50 percent)
•      Sold its entire interest in Ashanti Goldfields Zimbabwe Limited to Mwana Africa Holdings (Proprietary) Limited
•      Sold its 40 percent equity interest in Tameng Mining and Exploration (Pty) Limited of South Africa (Tameng) to Mahube
       Mining (Pty) Limited
•
Subscribed for a 12.3 percent stake in the expanded issued capital of Philippines explorer Red 5 Limited

2005

•      Substantially restructured its hedge book in January 2005
•      Signed a three-year $700 million revolving credit facility
•      Disposed of exploration assets in the Laverton area in Australia
•      Disposed of its La Rescatada project to ARUNANI SAC, a local Peruvian corporation
•      Acquired an effective 8.7 percent stake in China explorer, Dynasty Gold Corporation
•      The Director-General of Minerals and Energy notified AngloGold Ashanti in August 2005 that its application for the new        
       order mining rights in terms of the South African Mineral and Petroleum Resources Development Act had been granted

 

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2006

•      Raised approximately $500 million in an equity offering
•      Acquired two exploration companies, Amikan and AS APK, from TSG as part of the company's initial contribution towards
       its strategic alliance with Polymetal
•      Formed a new company with B2Gold (formerly Bema Gold) to jointly explore a select group of mineral opportunities
       located in northern Colombia, South America
•     AngloGold Ashanti (U.S.A.) Exploration Inc, International Tower Hill Mines Ltd (ITH) and Talon Gold Alaska, Inc. (Talon), a
      wholly-owned subsidiary of ITH, entered into an Asset Purchase and Sale and Indemnity Agreement whereby AngloGold
      Ashanti sold to Talon a 100 percent interest in six Alaskan mineral exploration properties and associated databases in
      return for an approximate 20 percent interest in ITH. AngloGold Ashanti has the option to increase or dilute its stake in
      these projects, subject to certain conditions
•     Disposed of its entire business undertaking related to the Bibiani mine and Bibiani North prospecting permit to Central
      African Gold plc
•     Entered into a 50:50 strategic alliance with Russian gold and silver producer, OAO Inter-Regional Research and
      Production Association Polymetal (Polymetal), in terms of which Polymetal and AngloGold Ashanti would co-operate in
      exploration and the acquisition and development of gold mining opportunities within the Russian Federation
•     Implemented an empowerment transaction with two components: the development of an employee share ownership plan
      (ESOP) and the acquisition by Izingwe Holdings (Proprietary) Limited (an empowerment company) of an equity interest in
      AngloGold Ashanti

2007

•      Acquired the minority interests previously held by the Government of Ghana (5 percent) and the International Finance
       Corporation (10 percent) in the Iduapriem and Teberebie mines
•      Anglo American plc sold 69.1 million ordinary shares of AngloGold Ashanti, thereby reducing Anglo American's
       shareholding in AngloGold Ashanti from 41.7 percent to 16.6 percent
•      the successful closing of a $1.15 billion syndicated revolving credit facility

2008

•      Issued 69,470,442 ordinary shares in a fully subscribed rights offer and raised approximately $1.7 billion    
•      Acquired Golden Cycle Gold Corporation through the issue of 3,181,198 ordinary shares, resulting in Cripple Creek &Victor
       becoming a wholly-owned subsidiary
•      Sold entire holding in Nufcor International Limited to Constellation Energy Commodities Group Limited
•      Acquired São Bento Gold Company Limited through the issue of 2,701,660 ordinary shares with the ultimate intention of
       doubling production from the Córrego do Sítio project
•      Entered into a $1 billion term facility agreement to be used to redeem the $1 billion convertible bonds due February 2009

The following announcements regarding significant developments were made by AngloGold Ashanti during 2008 and
subsequent to year-end:

On January 14, 2008, AngloGold Ashanti announced that it had agreed to acquire 100 percent of Golden Cycle Gold
Corporation (GCGC) through a transaction in which GCGC's shareholders would receive 29 AngloGold Ashanti ADRs for every
100 shares of GCGC common stock held. GCGC held a 33 percent shareholding in Cripple Creek & Victor while AngloGold
Ashanti holds the remaining 67 percent. The transaction will result in Cripple Creek & Victor being wholly-owned by AngloGold
Ashanti.

On January 18, 2008, AngloGold Ashanti provided operation guidance to its fourth quarter 2007 results, in which it was stated
that the company's South African and Geita operations had experienced production difficulties resulting in the group's
production for the quarter to be in the region of 1.4 million ounces.

On January 25, 2008, AngloGold Ashanti announced that following notification from Eskom regarding interruptions to power
supplies, it had halted mining and gold recovery operations on all of its South African operations. Only underground
emergency pumping work was being carried out.
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On January 27, 2008, AngloGold Ashanti announced that it had agreed to a process with Eskom whereby the supplier would
give its normal guarantees for sufficient power for the company to undertake shifts from that day for the purpose of re-
establishing safe workplaces at each of the deep level underground mines in South Africa. Eskom was anticipating a ramp up
in additional power later in the week that should enable a phased return to normal mining operations. A protocol had also been
agreed to with the electricity supplier whereby Eskom will provide AngloGold Ashanti with four hours warning, prior to having to
reduce power supply.

On January 29, 2008, AngloGold Ashanti announced that following a meeting between Eskom and industrial electricity
consumers, AngloGold Ashanti had commenced the process of bringing back into production all of its underground mines and
their associated gold treatmen t plants. On February 7, 2008, AngloGold Ashanti stated that following extensive discussions
with Eskom and the government, a power supply of 90 percent had been offered which has resulted in first quarter production
from the South African operations being severely disrupted. Equally important is Eskom's ability to maintain a continuous
power supply at a 90 percent level in order to return to normal production levels and milling rates.

On February 14, 2008, AngloGold Ashanti announced that it had entered into a binding memorandum of agreement (MOA)
with B2Gold Corp. (B2Gold). The MOA provides for the existing Colombian joint venture agreements between AngloGold
Ashanti and B2Gold to be amended. B2Gold would also acquire from AngloGold Ashanti additional interests in certain mineral
properties in Colombia. In exchange, B2Gold would issue to AngloGold Ashanti 25 million common shares and 21.4 million
common share purchase warrants in B2Gold. On May 16, 2008, AngloGold Ash anti announced that it had completed the
transaction to acquire a 15.9 percent direct interest in B2Gold and increase B2Gold's interest in certain Colombian properties,
as stated.

On May 6, 2008, AngloGold Ashanti announced the retirement of Mrs E Le R Bradley from the board effective May 6, 2008.

On May 6, 2008, AngloGold Ashanti announced the completion of the initial JORC-compliant resource estimate for the La
Colosa deposit, the second significant greenfields discovery (Gramalote being the first) in Colombia, which was discovered by
AngloGold Ashanti's Colombian greenfields exploration team during 2006. The project, which is 100 percent owned by
AngloGold Ashanti, is located 150km west of Colombia's capital city, Bogota, in the district of Tolima.

On May 29, 2008, AngloGold Ashanti announced its amendment to the transaction agreement to acquire 100 percent of
Golden Cycle Gold Corporation (GCGC) to adjust the consideration that GCGC shareholders recei ve from 0.29 AngloGold
Ashanti ADRs to 0.3123 AngloGold Ashanti ADRs to account for the effects of the AngloGold Ashanti rights offer announced
on May 23, 2008. GCGC shareholders approved the transaction on June 30, 2008 at a general meeting and the transaction
became effective on July 1, 2008, at which time AngloGold Ashanti acquired the remaining 33 percent shareholding in CC&V.
A total of 3,181,198 AngloGold Ashanti ADRs were issued pursuant to this transaction.

On June 26, 2008, AngloGold Ashanti announced that the Johannesburg High Court ruled that the exception lodged by
AngloGold Ashanti in respect of Mr Thembekile Mankayi's claim for damages against the company had been upheld.
Mr Mankayi had lodged a R2.6 million claim in respect of occupational lung disease allegedly sustained during his employment
at AngloGold Ashanti's then Vaal Reefs mine in the 1990s. The finding confirms that employees who qualify for benefits in
respect of the Occupational Disease s in Mines and Works Act (ODMWA) may not, in addition, lodge civil claims against their
employers in respect of their relevant conditions.

Shareholders at a general meeting held on May 22, 2008 approved the issue of new ordinary shares to AngloGold Ashanti
ordinary and E ordinary shareholders by way of a rights offer at a ratio of 24.6403 rights offer shares for every 100 AngloGold
Ashanti shares held on the record date of June 6, 2008. The final terms of the rights offer were announced on May 23, 2008,
resulting in a total of 69,470,442 new rights offer shares being offered to shareholders at a subscription price of R194.00 per
share. On July 7, 2008, AngloGold Ashanti announced that the rights offer closed on July 4, 2008 and that 68,105,143 shares
had been subscribed for (98 percent of rights offered) which shares were issued on July 7, 2008. Applications to acquire
additional shares amounting to 400,468,713 shares (or 576.5 percent) had been received, and the remaini ng 1,365,299 shares
were issued on July 11, 2008. A total of R13.477 billion (approximately $1.7 billion) was raised.

On July 29, 2008, AngloGold Ashanti announced the resignation of Simon Thompson from the board, effective July 28, 2008.
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On September 30, 2008, AngloGold Ashanti announced that following the publication of the unaudited results under IFRS for
the quarter and six months ended June 30, 2008, it reassessed the accounting estimate for income taxes, for the effects and
impact of the accelerated non-hedge derivative settlements in accordance with IAS34 – Interim Financial Reporting. Following
this reassessment, the income tax expense was reduced by R641 million (US$81m) for the period. This was as a result of
IAS34 requiring that the income tax expense for interim reporting purposes to be calculated by applying to an interim period's
pre-tax income, the estimated average annual effective income tax rate that would be applicable to the expected total annual
earnings. It should be noted that the overprovision would have been reversed by financial year-end and therefore would not
have had any effect on the full year's income tax expense and earnings. Nevertheless, in compliance with IAS34, AngloGold
Ashanti decided to revise its results for the quarter and six months ended June 30, 2008, thereby resolving this matter.
On November 21, 2008, AngloGold Ashanti Limited announced that its wholly-owned subsidiary, AngloGold Ashanti Holdings
plc, had entered into a $1 billion term facility agreement with Standard Chartered Bank to refinance its convertible bond. The
term facility would be drawn during February 2009 for the purpose of repaying the $1 billion convertible bond due on
February 27, 2009 issued by AngloGold Ashanti Holdings plc and guaranteed by AngloGold Ashanti Limited. The term facility is
for an initial one year period from the date of the first drawdown in February 2009 and the term facility is extendable, if required,
at the option of AngloGold Ashanti until November 30, 2010. The covenant terms of the term facility are similar to those of
AngloGold Ashanti's existing $1.15 billion Revolving Credit Facility and amounts drawn under the term facility will bear an
interest margin of 4.25 percent for the first six months after the first drawdown and 5.25 percent thereafter.
The $1 billion convertible bond matured on February 27, 2009 and was redeemed by the company using the proceeds from the
Standard Chartered term facility that had been arranged for this purpose. Subsequent to the year end, the company has signed
an agreement with Standard Chartered amending the terms of the term facility signed in November 2008. The amendment will
become effective upon prepayment of between $500 million and $750 million, at the option of AngloGold Ashanti Holdings plc,
of the amount outstanding under the term facility and the satisfaction of certain other conditions, in each case, prior to August
26, 2009. Upon the prepayment:
•
of $750 million, $250 million (being the remaining amount outstanding after the prepayment) will be converted into a
new term loan due one year from the date of first drawdown under the term facility (which occurred on
February 26, 2009), subject to AngloGold Ashanti Holdings plc's option to extend that maturity date for one additional
year; or
•
of between $500 million and $750 million, with respect to the amount outstanding after the prepayment, up to
(i) $250 million will be converted into a new term loan with the same maturity as described above and (ii) the amount
equal to the difference between the prepayment and $750 million will be converted into a new revolving facility loan of
up to $250 million.
Upon effectiveness of the amendment to the term facility, the new term loan and any amounts outstanding under the new
revolving credit facility (if any) will bear an interest margin of 4.25 per cent per annum over the higher of (i) the applicable
LIBOR and (ii) the lender's cost of funds (subject to a cap of LIBOR plus 1.25 per cent per annum).
On December 15, 2008, AngloGold Ashanti announced that it had completed the purchase of São Bento Gold Company
Limited (SBG) and its wholly-owned subsidiary, São Bento Mineração S.A. (SBMSA) from Eldorado Gold Corporation
(Eldorado) for a consideration of $70 million through the issuance of 2,701,660 AngloGold Ashanti shares. This follows an
announcement made on July 31, 2008, when AngloGold Ashanti announced it had entered into a letter agreement with
Eldorado to acquire 100 percent of Eldorado's wholly-owned subsidiary, SBG, which company in turn wholly owns SBMSA.
The purchase of SBG and SBMSA gives AngloGold Ashanti access to the São Bento mine, a gold operation situated in the
immediate vicinity of AngloGold Ashanti's Córrego do Sítio mine, located in the municipality of Santa Bárbara, Iron Quadrangle
region of Minas Gerais State, Brazil, and provides AngloGo ld Ashanti with the potential to double the scale of the Córrego do
Sítio mine, which once developed will significantly enhance AngloGold Ashanti's Brazilian asset base. São Bento started its
operations in 1986 and operated until January 2007, at which time São Bento's process plant and facilities were placed on care
and maintenance.
On January 23, 2009, AngloGold Ashanti Australia Ltd announced that Mineral Resource increased for the Tropicana Gold
Project in Western Australia. The Tropicana Gold Project, located 330 kilometers east north-east of Kalgoorlie, is part of the
Tropicana Joint Venture, which is 70 percent owned by AngloGold Ashanti Australia (the manager) and 30 percent by
Independence Group NL.
On January 28, 2009, AngloGold Ashanti Limited announced that it had agreed to sell its indirect 33.33 percent joint venture
interest in the Boddington Gold Mine in Western Australia to Newmont Mining Corporation for an aggregate consideration of up
to approximately $1.1 billion. The transaction is consistent with AngloGold Ashanti's strategy of focusing on its core, controlled
asset portfolio and realizing value from any minority, non-managed interests as and when appropriate. It will also immediately
strengthen the company's balance sheet, result in lower financing costs due to early repayment of the recently announced
$1.0 billion syndicated term facility and create additional flexibility to participate in further investment and growth opportunities.
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On February 17, 2009, AngloGold Ashanti announced that it had agreed to sell, with effect from January 1, 2010 (or after), the
Tau Lekoa mine together with the adjacent Weltevreden and Goedgenoeg project areas to Simmer & Jack Mines Limited
(Simmers) for an aggregate consideration of:

•      R600 million less an offset up to a maximum of R150 million for unhedged free cash flow (net cash inflow from operating
activities less stay-in-business capital expenditure) generated by the Tau Lekoa mine in the period between
January 1, 2009 and December 31, 2009 as well as an offset for unhedged free cash flow generated by the Tau Lekoa
mine in the period between January 1, 2010 and the effective date of the transaction. Consequently, AngloGold Ashanti
will retain all unhedged free cash flow generated from the Tau Lekoa mine for the year ending December 31, 2009 greater
than R150 million. Simmers will endeavour to settle the transaction entirely in cash; however, Simmers may issue to
AngloGold Ashanti ordinary shares in Simmers up to a maximum value of R150 million, with the remainder payable in
cash; and
•      a royalty, determined at 3 percent of the net revenue (being gross revenue less state royalties) generated by the Tau
Lekoa mine and any operations as developed at Weltevreden and Goedgenoeg. The royalty will be payable quarterly for
each quarter commencing from January 1, 2010 until the total production from the assets upon which the royalty is paid is
equal to 1.5 million ounces and provided that the average quarterly rand price of gold is equal to or exceeds R180,000 per
kilogram (in January 1, 2010 terms).
The effective date of the transaction will occur on the later of January 1, 2010 or the first day in the calendar month following
the fulfilment of all conditions precedent to the transaction. AngloGold Ashanti will continue to operate Tau Lekoa with
appropriate joint management arrangements with Simmers until the effective date. In addition, following the effective date,
Simmers will treat all ores produced from the assets at its own processing facilities. As a result, AngloGold Ashanti will have
increased processing capacity available, allowing for the processing of additional material sooner from its other Vaal River
mines and surface sources, thereby further accelerating cash flow.

On April 9, 2009, AngloGold Ashanti announced that Mr J H Mensah and Mr R E Bannerman had given notice of their intention
to retire from the board at the close of the annual general meeting to be held on May 15, 200 9 .. In addition, Prof Nkuhlu advised
of his impending resignation from the board, given his standing for political office in the 2009 general elections in South Africa.
Prof Nkuhlu resigned from the board at the conclusion of the meeting held on May 5, 2009 to approve the filing with the SEC
of this annual report on Form 20-F.

4B.       BUSINESS OVERVIEW


PRODUCTS

AngloGold Ashanti’s main product is gold. Revenue is also derived from the sales of silver, uranium oxide and sulfuric acid.
AngloGold Ashanti sells its products on world markets.

THE GOLD AND URANIUM MARKETS

GOLD

Product and marketing channels

Gold accounts for approximately 98 percent of AngloGold Ashanti's revenue from product sales. The balance of product sales
is derived from sales of silver, uranium oxide and sulfuric acid. AngloGold Ashanti sells its products on international markets.
Gold produced by AngloGold Ashanti's mining operations is processed to a saleable form at various precious metals refineries.
Once refined to a saleable product – generally large bars weighing approximately 12.5 kilograms and containing 99.5 percent
gold, or smaller bars weighing 1.0 kilogram or less with a gold content of 99.5 percent and above – the metal is sold either
through the refineries' channels or directly to bullion banks and the proceeds paid to the company.

Bullion banks are registered commercial banks that deal in gold. They participate in the gold market by buying and selling gold
and distribute physical gold bullion bought from mining companies and refineries to physical offtake markets worldwide. Bullion
banks hold consignment stocks in all major physical markets and finance these consignment stocks from the margins charged
by them to physical buyers, over and above the amounts paid by such banks to mining companies for the gold.
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Where forward sales contracts exist against which AngloGold Ashanti delivers physical product, the same channel of the
refinery is used. In this case, the refinery does not sell the metal on the company's behalf, but instead delivers the finished gold
bars to the bullion bank with which the group's forward contract is held. The physical delivery to the counterpart bank of the
appropriate amount of gold fulfils AngloGold Ashanti's obligations under the forward contract, and AngloGold Ashanti is paid for
this gold by the relevant bullion bank, at the price fixed under the forward contract, rather than at the spot price of the day.

Gold market characteristics

Gold price movements are largely driven by macro-economic factors such as expectations of inflation, currency fluctuations,
interest rate changes or global or regional political events that are anticipated to impact on the world econ omy. Gold has played
a role historically as a store of value in times of price inflation and economic uncertainty. This factor, together with the presence
of significant gold holdings above ground, tends to dampen the impact of supply/demand fundamentals on the market. Trade in
physical gold is, however, still important in determining a price floor, and physical gold, either in the form of bars or high-
caratage jewellery, is still a major investment vehicle in the emerging markets of India, China and the Middle East. Gold is
relatively liquid compared to other commodity markets and significant depth exists in futures and forward gold sales on the
various exchanges, as well as in the over-the-counter market.

Trends in physical gold demand

Physical gold demand is dominated by the jewellery industry and the investment sector, which together account for almost
90 percent of total demand. The balance of gold supply is used in dentistry, electronics and medals . While the quantity of gold
used in jewellery consumption has decreased over the last decade, the investment market has largely taken up available
supply. Investments in physical gold includes bar hoarding, coins, medals and other retail investment instruments as well as
exchange traded funds (ETFs), which have, since their inception in 2002, become well established as a vehicle for both retail
and institutional investors and are now the sixth largest holder of gold, after the major central banks and the International
Monetary Fund (IMF).

Newly-mined gold is not the only source of physical gold onto the market and, in fact, accounts for just over 60 percent of
supply. Due to its high value, gold is rarely destroyed and some 161,000 tonnes of gold (approximately 65 years of new mine
supply at current levels) is estimated to exist in the form of jewellery, official sector gold holdings (central bank reserves) and
private investment. In 2008, gold was supplied onto the market from newly-mined production (2,385 tonnes), sales of gold by
central banks (485 tonnes) as well as from sales of scrap gold (977 tonnes), largely from the jewellery trade.


Gold demand by sector

Jewellery demand

Geographically, just less than 80 percent of gold jewellery demand now originates in emerging markets, in comparison to
approximately 64 percent a decade ago. The major markets for gold jewellery are India, China, the Middle East and the United
States. The Russian market has also seen recent strong growth, and was the sixth largest single market for gold jewellery in
2008, with demand at just under 100 tonnes. In the economies of India and the sub-continent, gold jewellery is purchased as a
quasi-investment product. High-caratage jewellery is sold at a relatively small margin to the spot gold price, which is generally
transparent to the consumer, and is therefore easily re-sold to jewellers or bullion trade rs when cash is required or when the
jewellery is out of date and needs to be refashioned.

India accounts for more than 20 percent of global gold jewellery demand and is by far the largest market for gold in jewellery. It
also accounted for more than 20 percent of identifiable investment demand in the sector in 2008. Total bullion imports to India,
though they may fluctuate significantly according to price movements during the year, have risen steadily over the last decade.

The characteristics of the gold market in the Middle East are similar, although an important difference is the exceptionally high
per capita ownership of gold in some of the countries of that region. In the United Arab Emirates, for example, consumption per
capita is some 30 times that in the US or the UK and some 50 times higher than in India. The Middle Eastern market
accounted for over 300 tonnes of gold demand in 2008 or approximately 15 percent of the global total. Turkey, Saudi Arabia
and the United Arab Emirates are the largest consumers within this market.
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In China, approximately 80 percent of gold is sold in the form of high caratage jewellery which is easily traded, similarly to the
Indian and Middle Eastern markets. The balance of gold in China is sold in the form of 18 carat jewellery. Although introduced
to the market only in 2002, sales in this category of jewellery have grown quickly due to its appeal to a rapidly-growing market
segment of young, independent urban women. An important feature of the Chinese market in recent years has been the
relatively stable nature of gold demand, particularly in comparison to the Indian and Middle Eastern markets, where volatility
typically causes price-sensitive consumers to hold back on jewellery purchases.

The US market accounted for approximately 180 tonnes of jewellery demand in 2008, just over 8 percent of the global total.
Gold in the USA is purchased largely as an adornment product and purchase dec isions are dictated by fashion rather than the
desire to buy gold as an investment. The intrinsic value of gold as a store of value does still, however, play a role in the
purchase decision process.

Investment demand

As well as holdings in ETFs, which have become a well-recognized investment vehicle for gold, primarily in the US and
European markets, physical gold investment takes the form of bar hoarding (primarily in India and in China) and official coins
(for which the largest market is Turkey). Physical investment demand has grown significantly since 2003, when it stood at just
less than 300 tonnes, to levels of approximately 770 tonnes in 2008. Over the course of 2008, demand increased in all of the
various retail investment categories, and particularly in ETFs. Holdings in the latter increased from 28 million ounces
(approximately 870 tonnes) to 38 million ounces (approximately 1,180 tonnes), an increase of 36 percent over the year. This < br>significant increase in ETF holdings, which has continued post year-end, reflects growing concern over the global financial
system and a flight to gold as a ‘safe-haven’ asset.

Industrial and other sectors

The largest industrial use of gold is in electronics, as plating or bonding wire. In line with the growth in the use of personal
computers and other electronic instruments globally, the use of gold in this sector has also increased, averaging a growth rate
of over 9 percent in the five-year period from 2002 to 2007. The overall quantity of gold used in this sector, however, remains
small, at only 11 percent of total demand. Demand for gold for dentistry purposes continues to decline, however this
constitutes only a small portion of total demand, less than 2 percent of the global total.

Central bank holdings, sales and purchases

Gold held by the official sector, essentially central banks and the IMF, stoo d at approximately 29,000 tonnes in 2008.
Periodically, central banks buy and sell gold as market participants. Most central bank sales take place under the Central Bank
Gold Agreements (CBGA) and therefore without any significant impact on the market. The second of these agreements is
currently in its fifth and final year (which ends at the end of September 2009). Central bank sales in the fourth year of the
agreement, which ended on September 27, 2008, reached only 343 tonnes, against the quota of 500 tonnes available under
the agreement. Sales in the first quarter of the current year of the agreement reached only 50 tonnes, and it therefore seems
likely, under current circumstances, that the annual CBGA quota will not be reached.

It seems likely that the current CBGA will be renewed and, should the IMF undertake any gold sales, (as recommended by the
IMF’s Eminent Persons’ Committee to support the bank’s financial position), these gold sales will als o take place within the
framework of the agreement. The process of finalizing IMF sales does, however, require US Congressional approval and could
therefore be likely to be lengthy, given the priorities facing the new US administration.


Breakdown of gold consumption 2008
%
Jewellery consumption
64
Investment
23
Industrial / electronics
11
Dentistry
2
Data Source: GFMS, World Gold Council
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Top six jewellery markets in 2008
Country
%                      Tons
India
22                        470
China
15                        327
United States
8                        179
Turkey
7                        153
Saudi Arabia
5                        109
Russia
4                          96
Other
39                        804
Global total
100                     2,138
Data Source: GFMS

ANGLOGOLD ASHANTI’S MARKETING SPEND
AngloGold Ashanti has since its inception been committed to growing the market for its product. The company's marketing
programs aim to increase the desirability of gold to sustain and grow demand. AngloGold Ashanti is an active member of the
World Gold Council, and AngloGold Ashanti's subscription to the World Gold Council accounts for the bulk of the company’s
marketing spend. The company remains involved in independent projects to grow jewellery demand, in partnership with
companies such as Tanishq (a subsidiary of the Tata Group) in India. It has also supported the development of gold concept
stores in China, under the 'Just Gold' brand. AuDITIONS, the company's own global gold jewellery design competition brand,
continues to grow and has become a well-recognized corporate marketing tool.
THE URANIUM MARKET IN 2008
AngloGold Ashanti's uranium production is sold via a combination of spot sales and long-term agreements.
The spot price for uranium (U
3
O
8
) was volatile during 2008. The year opened with a spot price of some $90 per pound,
declining to an annual low of $44 per pound in mid-October and recovering to $53 per pound by the end of the year. The long-
term U
3
O
8
price began the year at $95 per pound and remained stable until the end of April 2008 when it began to decline
reaching the year-end price of $70 per pound. Long-term prices have not shown the same level of volatility as spot prices.
The significant volatility and overall decline in the spot price were driven by low levels of demand in the early part of the year,
followed by the impact of the financial crisis in latter months that caused financial players to sell off their uranium inventories
with some urgency to improve liquidity. The year-end recovery in prices was most likely caused by unanticipated additional
spot demand from China, and may continue on the back of potential demand from India.

The declining spot price has had significant implications on near-term primary supply for uranium producers, and in several
cases has made it uneconomical for these producers to continue production. Notably, several projects in the United States and
South Africa have been curtailed or postponed, and some in Canada and Kazakhstan are experiencing technical or production
difficulties. This may result in a tightening of supply in the sho rt- to medium-term. However, the medium-to long-term indicators
show that there is potential for increases in supply through expansion plans, new discoveries of mineralization zones and more
amenable regulatory environments, particularly in Australia, Russia and Namibia.
Details on secondary supplies from the US also became clearer in 2008 with the Domenici Amendment becoming law in late
September 2008. This places limits on imports of low enriched uranium from Russia to about 20 percent of annual US nuclear
reactor requirements between 2014 and 2020. The US also published its uranium inventory disposal plan and capped
disposals at 10 percent of annual US reactor requirements, and will make available up to an additional 20 million pounds of
uranium for supplying into initial core programs of new reactors from 2010 onwards.

On the demand side, there continue to be calls from several countries to increase the proportion of nuclear power supply in
their fuel mix to reduce dependence on expensive coal and oil imports and to reduce emissions. According to the International
Atomic Energy agency (IAEA), more than 50 countries are considering nuclear power. However, the f inancial crisis may temper
this demand and cause delays to new projects due to lack of available finance.
The long-term outlook for uranium prices remains positive due to continuing forecasts of strong demand and the expectation of
continued challenges on the primary supply side. In particular, following the signing of the ‘123 Nuclear co-operation
agreement’ between India and the US, demand from India is likely to appear on the spot market.
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GOLD PRODUCTION

AngloGold Ashanti’s core business is the production of gold by exploring for, and mining and processing gold orebodies.

The process of producing gold

The process of producing gold can be divided into six main activities:

1.       Finding the orebody;
2.       Creating access to the orebody;
3.       Mining (breaking) the orebody;
4.       Transporting the broken material from the mining face to the plants for processing;
5.       Processing ; and
6.        Refining.

The process applies to both underground and surface operations.

1.       Finding the orebody
AngloGold Ashanti’s greenfields exploration group identifies prospective gold deposit targets and undertakes exploration
on its own or in conjunction with joint venture partners. Worthwhile discoveries undergo a well structured and intensive
evaluation process before a decision is made to proceed with developing the mine.

2.
Creating access to the orebody
There are two types of mining which take place to access the orebody:
•      Underground mining: a vertical or decline shaft is sunk deep into the ground to transport people and mining
materials to underground levels from which the orebody is accessed through horizontal tunnels known as
haulages and cross-cuts. Further on-reef development is then undertaken to open up the orebody so that mining
can take place.
•      Open-pit mining: in this situation the ore lies close to surface and can be exposed for mining by “stripping” the
overlying barren material.
3.
Removing the ore by mining the orebody
•         In underground mining, holes are drilled into the orebody, filled with explosives and then blasted. The blasted
          ‘stopes’ or ‘faces’ are then cleaned and the ore released is then ready to be transported to surface.
•         In open-pit mining, drilling and blasting may also be necessary to break the ore; excavators then load the material
          onto the ore transport system which is predominantly haul trucks.

4.
Transporting the broken material from the mining face to the plants for treatment
•        Underground ore is brought to the surface by a combination of horizontal and vertical transport systems. Once on
         surface, the ore is usually transported to the processing facilities by surface rail or overland conveyors.
•        In open pit operations, the haul trucks deliver the ore directly to the processing facilities.
5.
Processing
Comminution is the first step in processing and involves the breaking up the ore, which is delivered as large rocks, into
small particles so that the contained gold minerals are exposed and available for recovery. This is usually undertaken by
a combination of multi-stage crushing and milling circuits with associated screening and classification processes to
ensure that material at the correct size is removed promptly from the comminution circuit.
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Recovery of gold can then commence, depending on the nature of the gold contained in the ore. There are two basic
classes of ore:

•
free-milling, where the gold is readily available for recovery by the cyanide leaching process.

•
refractory ores, where the gold is not readily available for leaching because it is locked within a sulfide mineral
matrix (eg pyrite), extremely finely dispersed within the host rock (and hence not yet exposed) or alloyed with
other elements which retard or prevent leaching (e.g. tellurides).

Free milling and oxidised refractory ores are processed for gold recovery by leaching the ore in agitated (stirred) tanks in
an alkaline cyanide leach solution. This is generally followed by adsorption of the gold cyanide complex onto activated
carbon-in-pulp (CIP).

Refractory ores undergo pre-treatment to make them more amenable to cyanide leaching. This commonly takes the
form of separating the gold bearing sulfide materials from the barren gangue material by using flotation to produce a
high-grade sulfide concentrate. The sulfide concentrate is then oxidised by either roasting as at AngloGold Ashanti
Brasil Mineração or bacterial oxidation (BIOX) as at Obuasi. This oxidation destroys the sulfide matrix and exposes the
gold particles thereby making them amenable to recovery by the cyanidation process.

An alternative process is the heap-leach process. This process is generally considered applicable to high-tonnage, low-
grade ore deposits, but it can be successfully applied to medium-grade deposits where smaller ore deposit tonnages
cannot economically justify constructing a capital intensive process plant. In this process, ore is crushed and heaped on
an impervious or lined leach pad. Low strength alkaline cyanide solution is applied, generally as a drip, to the top of the
heap for periods of up to three months. The dissolved gold bearing solution is collected from the base of the heap and
transferred to carbon-in-solution (CIS) columns where the gold cyanide complex is adsorbed onto activated carbon. The
barren solution is refreshed and recycled to the top of the heaps.

Gold which has loaded (adsorbed) onto activated carbon is recovered by a process of re-dissolving the gold from the
activated carbon (elution), followed by precipitation in electrowinning cells and subsequent smelting of the precipitate
into doré bars that are then shipped to gold refineries for further processing.

At some AngloGold Ashanti operations, valuable by-products are generated at the same time as the gold recovery
process. These by products are:
•
silver, which is associated with the gold at some of our operations;
•
sulfuric acid which is produced from the gases generated by the sulfide roasting acid plants; and
•
uranium which is recovered in a process which involves sulfuric acid leaching followed by recovery of the leached
uranium onto resin and subsequent stripping of the resin by ammonium hydroxide and precipitation of uranium
oxide as “yellow cake”.

The residue from the process operations are stored in designated tailings storage facilities.

6.
Refining
The doré bars are transported to a precious metal refinery for further processing. In this process gold is upgraded to a
purity of 99.5 percent or greater for sale to a range of final users. High purity gold is referred to as “good delivery” which
means that it meets the quality standards set by the London Bullion Markets Association and gives the final buyer
assurance that the bar contains the quantity and purity of gold as stamped on the bar.

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MINE SITE REHABILITATION AND CLOSURE

As mining is a finite operation, a mining enterprise must develop acceptable plans to be adopted when the mineralized material
is exhausted. For AngloGold Ashanti, an integral aspect of operating its mines is ongoing mine closure planning, together with
the associated estimates of liability costs and the assurance of adequate financial provisions to cover these costs.

In terms of its Environmental Policy, the company is committed to ensuring that financial resources are available to meet its
reclamation and environmental obligations. One of the company's values is that “the communities and societies in which we
operate will be better off for AngloGold Ashanti having been there”. Through its membership of the International Council on
Mining and Metals (ICMM), the company is committed to seeking continual impr ovement of its environmental performance, in
particular, by doing the following:

•
Rehabilitating land disturbed or occupied by operations in accordance with appropriate post-mining land uses;

•
Providing for the safe storage and disposal of residual waste and process residues; and

•
Designing and planning all operations so that adequate resources are available to meet their closure requirements.

The evaluation of new projects considers closure planning and the associated costs in determining the economic feasibility of
the project.

For many of the older mines, closure planning and the evaluation of environmental liabilities is a more complex process. This is
particularly the case in Brazil, Ghana and South Africa, where many of the long-life operations present environmental legacies
that may have developed over a century or more.

Closure plans are typically reviewed and updated annually and take into account operational conditions, planning and
legislative requirements, international protocols, technological developments and advances in good practice. ICMM published
an integrated closure planning toolkit during 2008, and the company prepared a draft internal standard to incorporate this good
practice approach.

A particular challenge is concurrent rehabilitation, w hich is carried out while a mine is still operating. This practice serves to
reduce the current liability and reduces the final rehabilitation and closure work that must be undertaken, but has the potential
to sterilize reserves, which the company might wish to exploit should conditions, such as the gold price, change.

While actual closure costs may only be fully determined at the time of closure, as at December 31, 2008 the total estimated
liability, on an undiscounted basis, amounted to $1,049 million (2007: $1,188 million). The decrease was largely owing to
exchange rate fluctuations.

An assessment of closure liabilities is undertaken on an annual basis.
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THE REGULATORY ENVIRONMENT ENABLING ANGLOGOLD ASHANTI TO MINE

AngloGold Ashanti's rights to own and exploit Mineral Reserves and deposits are governed by the laws and regulations of the
jurisdictions in which the mineral properties on which these reserves and deposits are situated.

In several of the countries in which AngloGold Ashanti operates there are, in some cases, certain restrictions on the group's
ability to independently move assets out of these countries and/or transfer assets within the group, without the prior consent of
the local government or minority shareholders involved.

ARGENTINA

According to Argentinean mining legislation, mines are the private property of the nation or a province, depending on where
they are located. Individuals are empowered to explore for and to exploit and dispose of mines as owners by means of a legal < br>license granted by a competent authority under the provisions of the Argentine Mining Code. The legal licenses granted for the
exploitation of mines are valid for an undetermined period, provided that the mining title holder complies with the obligations
settled in the Argentine Mining Code. In Argentina, the usual ways of transferring a right over a mining license are: to sell the
license; to lease such a license; or to assign the right under such a license by a beneficial interest or Usufruct Agreement. In
the case of Cerro Vanguardia – AngloGold Ashanti's operation in Argentina – the mining title holder is its partner, Fomicruz,
and in terms of the Usufruct Agreement signed between them and Cerro Vanguardia SA on December 27, 1996, the latter has
the irrevocable right to the exploitation of the deposit for a period of 40 years. This agreement expires on December 27, 2036.
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AUSTRALIA

In Australia, with few exceptions, all onshore mineral rights are reserved by the government of the relevant state or territory.
Exploration for and mining of minerals is regulated by general mining legislation and controlled by the mining ministry of each
respective state or territory.

Where native title has not been extinguished, native title legislation may apply to the grant of tenure and some subsequent
administrative processes. Federal and state Aboriginal heritage legislation also operates to protect special sites and areas from
disturbance although to date there has not been any adverse impact on any of AngloGold Ashanti's operating properties.

AngloGold Ashanti's operating properties are located in the state of Western Australia. The most common forms of tenure are
exploration and prospecting licenses, mining leases, miscellaneous licenses and genera l purpose leases. In most Australian
states, if the holder of an exploration license establishes indications of an economic mineral deposit and complies with the
conditions of the grant, the holder of the exploration license has a priority right against all others to apply for a mining lease
which gives the holder exclusive mining rights with respect to minerals on the property.

It is possible for an individual or entity to own the surface of the property and for another individual or entity to own the mineral
rights. Typically, the maximum initial term of a mining lease is 21 years, and the holder has the right to renew the lease for an
additional 21 years. Subsequent renewals are granted at the discretion of the respective state or territory's minister responsible
for mining rights. Mining leases can only be assigned with the consent of the relevant minister.

Government royalties are payable as specified in the relevant legislation in each state or territory. A g eneral purpose lease may
also be granted for one or more of a number of permitted purposes. These purposes include erecting, placing and operating
machinery and plant in connection with mining operations, depositing or treating minerals or tailings and using the land for any
other specified purpose directly connected with mining operations.

AngloGold Ashanti owns the mineral rights and has 21-year term mining leases with rights of renewal to all of its mining areas
in Australia, including its proportionate share of unincorporated joint venture operations. Both the group and its joint venture
partners are fully authorized to conduct operations in accordance with relevant laws and regulations. The mining leases and
rights of renewal cover the current life-of-mine at AngloGold Ashanti's operations in Australia.

BRAZIL

In Brazil, there are two basic mining rights:

•      a license for the exploration stage, valid for a period of up to three years, renewable once; and
•      a mining concession or mine manifest, valid for the life of the deposit.

In general, exploration licenses are granted on a first-come, first-served basis. Mining concessions are granted to the holders
of exploration licenses that manage to prove the existence of a Mineral Resource and have been licensed by the environmental
competent authority.

Mine manifests (mining titles granted in 1936) and mining concessions (mining titles presently granted through an order signed
by the Secretary of Mines of the Ministry of Mines and Energy) are valid for an undetermined period until depletion of reserves,
provided that the mining title holder complies with current Brazilian mining and environmental legislation, as well as with those
requirements set out by the National Department of Mineral Production (DNPM) which acts as the inspecting entity for mining
activities. Obligations of the titleholder include:

•      the start of construction, as per an approved development plan, within six months of the issuance of the concession;
•      extracting solely the substances indicated in the concession;
•      communicating to the DNPM the discovery of a mineral substance not included in the concession title;
•      with environmental requirements;
•      restoring the areas degraded by mining; refrain from interrupting exploitation for more than six months; and
•      annually on operations.

The difference between a mine manifest and a mining concession lies in the legal nature of these two mining titles, since it is
much more difficult and complicated for the public administration to withdraw a mine manifest than a mining concession
although, in practice, it is possible for a manifest to be cancelled or to become extinct if the abandonment of the mining
operation is formally proven. All of AngloGold Ashanti's operations in Brazil have indefinite mining licenses.
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COLOMBIA

The underlying principle of Colombian mining legislation is: first in time, first in right.

The process starts with a proposal, the presentation of which gives a right of preference, if the area is free, to obtain the area.
The maximum extent of an area covered by such a proposal is 10,000 hectares. Once a proposal has been received, the
relevant government agency undertakes an investigation to determine whether another proposal has been received regarding
the area concerned or whether an existing contract for the area is already in place. The government agency grants a “free
zone” when the proposal made has a right of preference.

The concession contract

The government agency grants an exclusive concession contract for exploration and exploitation. Such a concession allows
the concessionaire to conduct the studies, works an d installations necessary for establishing the existence of minerals and
their exploitation. The total term of such a concession is 30 years. This period can be renewed for another 30 years. The period
allowed for exploration is three years, with a potential extension of two years. The period for construction and development is
two years with an option to extend by one year.

Once the concessionaire has completed its exploration program, a proposed plan of works and installations of exploitation and
a study of the environmental impact must be completed in order to receive an environmental license, without which it is not
possible to start the development program necessary to begin mining. The terms of the concession start from the date of
registration of the contract at the National Mining Register; similarly, all obligations begin at that date. Once a mining
concession has been awarded, the operating entity must take out an insurance policy to cover any possible environm ental
damage and its mining obligations.


Economic and tax aspects

Surface fee

During exploration: For areas not exceeding 2,000 hectares, approximately $1 per hectare. For areas between 2,000 and
5,000 hectares, approximately $2 per hectare. For areas between 5,000 and 10,000 hectares, approximately $3 per hectare.

Royalty

The royalty paid to the Colombian government is calculated at 4 percent on production yield, valued at 80 percent of the
average international per ounce price of the previous month as determined from the afternoon fixing price on the London
Bullion Market.

The system of royalty payments and adjustments to such payments apply from the date the concession contract comes into
force and for the entire period of its validity. Any official changes to the laws governing the payment of royalties will only apply
to contracts granted and completed after these laws have been promulgate d.


GHANA

The Constitution of Ghana as well as the Minerals and Mining Act, 2006 (Act 703) (the Act) provide that all minerals in Ghana
in their natural state are the property of the State and title to them is vested in the President on behalf of and in trust for the
people of Ghana, with rights of prospecting, recovery and associated land usage being granted under license or lease.

The grant of a mining lease by the Minister of Mines is normally subject to parliamentary ratification unless the mining lease
falls into a class of transactions exempted by Parliament.

Control of mining companies

The Minister of Mines has the power to object to a person becoming or remaining a ''shareholder controller'', a ''majority
shareholder controller'' or an ''indirect controller'' of a company which has been granted a mining lease if he considers that the
public interest would be prejudiced by the person concerned becoming or remaining such a controller.
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The Act provides for stability agreements as a mechanism to ensure that the incentives and protection afforded by laws in force
at the time of the stability agreement are guaranteed for 15 years. A stability agreement is subject to ratification by Parliament.
Prior to the business combination between AngloGold and Ashanti in April 2004, AngloGold and the government of Ghana
agreed the terms of a stability agreement to govern certain aspects of the fiscal and regulatory framework under which
AngloGold Ashanti would operate in Ghana following the implementation of the business combination. The stability agreement
necessitated the amendment of the Obuasi Mining Lease which has been ratified by Parliament.
Under the stability agreement, the government of Ghana agreed:
•      to extend the term of the mining lease relating to the Obuasi mine until 2054 on terms existing prior to the business
       combination;
•      to maintain for a period of 15 years, the royalties payable by AngloGold Ashanti with respect to its mining operations in
       Ghana at a rate of 3 percent per annum of the total revenue from minerals obtained by AngloGold Ashanti from such
       mining operations;
•      to ensure that the income tax rate would be 30 percent for a period of fifteen years. The agreement was amended in
       December 2006 to make the tax rate equal to the prevailing corporate rate for listed companies;
•      that a sale of AngloGold Ashanti's or any of its subsidiaries' assets located in Ghana remains subject to the government's
       approval;
•      to permit AngloGold Ashanti and any or all of its subsidiaries in Ghana to retain up to 80 percent of their exportation
       proceeds in foreign currencies offshore, or if such foreign currency is held in Ghana, to guarantee the availability of such
       foreign currency; and
•      to retain its special rights (Golden Share) under the provisions of the Mining Act pertaining to the control of a mining
       company, in respect of its assets and operations in Ghana.
Further, the Government of Ghana agreed that AngloGold Ashanti's Ghanaian operations will not be adversely affected by any
new enactments or orders, or by changes to the level of payments of any customs or other duties relating to mining operations,
taxes, fees and other fiscal imports or laws relating to exchange control, transfer of capital and dividend remittance for a period
of 15 years after the completion of the business combination.
Retention of foreign earnings
AngloGold Ashanti's operations in Ghana are permitted to retain 80 percent of their foreign exchange earnings in such an
account. In addition, the company has permission from the Bank of Ghana to retain and use, outside of Ghana, dollars required
to meet payments to the company's hedge counterparts which cannot be met from the cash resources of its treasury company.
Localization policy
A detailed program must be submitted for the recruitment and training of Ghanaians with a view to achieving 'localization',
which is the replacement of expatriate personnel by Ghanaian personnel. In addition, the holder must give preference to
Ghanaian products and personnel, to the maximum extent possible, consistent with safety, efficiency and economies.
Except as otherwise provided in a specific mining lease, all immovable assets of the holder under the mining lease vest in the
State on termination, as does all moveable property that is fully depreciated for tax purposes. Moveable property that is not
fully depreciated is to be offered to the State at the depreciated cost. The holder must exercise his rights subject to such
limitations relating to surface rights as the Minister of Mines may prescribe.
Mining properties
Obuasi
The current mining lease for the Obuasi area was granted by the government of Ghana on March 5, 1994. It grants mining
rights to land with an area of approximately 334 square kilometers in the Amansie East and Adansi West districts of the Ashanti
region for a term of 30 years from the date of the agreement. In addition, the application for a mining lease over the adjacent
140 square kilometers has also been granted resulting in the total area under mining lease conditions increasing to 474 square
kilometers, (the Lease Area). The company is required to pay rent to the government of Ghana (subject to review every five
years, when the rent may be increased by up to 20 percent) at a rate of approximately $5 per square kilometer and such
royalties as are prescribed by legislation, including royalties on timber felled within the Lease Area. The government of Ghana
agreed to extend the term of the mining leas e relating to the Obuasi mine until 2054 and this extension was formally ratified by
Parliament on October 23, 2008.
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Iduapriem and Teberebie

Iduapriem has title to a 33 square kilometer mining lease granted on April 19, 1989, for a period of 30 years. The terms and
conditions of the lease are consistent with similar leases granted in respect of the Obuasi mining lease. Teberebie has two
leases, one granted in February 1998 for a term of 30 years, and another granted in June 1992 for a term of 26 years. The
terms and conditions of these leases are consistent with similar leases granted in respect of the Obuasi mining lease.


GUINEA

In Guinea, all mineral substances are the property of the State. Mining activities are primarily regulated by the Mining Code,
1995. The right to undertake mining operations can only be acquired by virtue of one of the following mining titles: surveying
permit, small-scale mining license, mining prospecting license, mining license or mining concession.

The holders of mining titles are guaranteed the right to dispose freely of their assets and to organize their enterprises as they
wish, the freedom to engage and discharge staff in accordance with the regulations in force, free movement of their staff and
their products throughout Guinea and freedom to dispose of their products in international markets.

The group's Guinea subsidiary, Société Ashanti Goldfields de Guinée SA (SAG), has title to the Siguiri mining concession area
which was granted on November 11, 1993, for a period of 25 years. The agreement provides for an eventual
extension/renegotiation after 23 years for such periods as may be required to exhaust economic Ore Reserves.

At Siguiri the original area granted of 8,384 square kilometers was reduced to a concession area of four blocks totalling
1,495 square kilometers.

SAG has the exclusive right to explore and mine in the remaining Siguiri concession area for an addition al 22-year period from
November 11, 1996, under conditions detailed in a Convention de Base which predates the new Guinea Mining Code.

Key elements of the Convention de Base are that:

•       the government of Guinea holds a 15 percent free-carried or non-contributory interest; a royalty of 3 percent based on a
        spot gold price of less than $475 per ounce, and 5 percent based on a spot gold price above $475 per ounce, as fixed on
        the London Gold Bullion Market, is payable on the value of gold exported; a local development tax of 0.4 percent is
        payable on gross sales revenue; salaries of expatriate employees are subject to a 10 percent income tax; mining goods  
        imported into Guinea are exempt from all import taxes and duties for the first two years of commercial production; and
•      SAG is committed to adopt and progressively implement a plan for the effective rehabilitation of the mining areas disturbed
       or affected by operations.

The Convention de Base is subject to early termination if both parties formally and expressly agree to do so, if all project
activities are voluntarily suspended for a continuous period of eight months or are permanently abandoned by our subsidiary or
if SAG goes into voluntary liquidation or is placed into liquidation by a court of competent jurisdiction.

In addition to the export tax payable to the government of Guinea, a royalty on production may be payable to the International
Finance Corporation (IFC) and to Umicore SA, formerly Union Miniere (UM). Pursuant to the option agreement between UM
and Golden Shamrock Mines Limited (GSM), a royalty on production may be payable to UM by Chevaning Mining Company
Limited (CMC) or GSM, which payment obligation has been assigned to AngloGold Ashanti (Ghana) Limited, on a sliding scale
of between 2.5 percent and 7.5 percent, based on the spot gold price per ounce of between $350 and $475 per ounce, subject
to indexing from January 1, 1995, to a cumulative maximum of $60 million. In addition, under the terms of the restructuring
agreement with the IFC, a sliding scale royalty on production may be payable to the IFC calculated on the same basis but at
half the rate payable to UM, to a maximum of $7.8 million. The royalty payable to the IFC was fully discharged in January 2008.


MALI

Mineral rights in Mali are governed by Ordinance No. 99-32/P-RM of August 19, 1999 enacting the mining code, as amended
by 013/2000/P-RM of February 10, 2000, and ratified by Law No. 00-011 of May 30, 2000 (the Mining Code), and Decree
No. 99-255/P-RM of September 15, 1999, implementing the Mining Code.
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Prospecting activities may be carried out under prospecting authorizations (autorisation de prospection) which is an exclusive
right for an individual or corporate entity to carry out prospecting activities over a given area for a period of three years
renewable without a reduction in the area of the authorization. Research activities may be carried out under research permits
(permis de recherché). The latter are granted to corporate entities only by order of the Minister in charge of Mines. Research
permits are granted for a period of three years, renewable twice for additional three-year periods. Each renewal of the research
permit requires a relinquishment of 50 percent of the area covered by such permit. The entity applying for such a permit must
provide proof of technical and financial capabilities.

An exploitation permit (permis d'exploitation) is required to mine a deposit located with in the area of a prospecting authorization
or a research permit. The exploitation permit grants exclusive title to prospect, research and exploit the named substances for
a maximum period of 30 years, renewable three times for an additional 10 years. The exploitation permit is granted only to the
holder of an exploration permit or of a prospecting authorization and covers only the area covered by the exploration permit or
the prospecting authorization. An application must be submitted to the Minister in charge of Mines and to the National Director
of Mines.

As soon as the exploitation permit is granted, the holder of the exploitation permit must incorporate a company under the law of
Mali. The holder of the permit will assign the permit for free to this company. The State will have a 10 percent free carry
interest. This interest will be converted into priority shares and the State's participation will not be diluted in the case of
increasing the capital.

Ap plications for exploitation permits must contain various documents attesting to the financial and technical capacity of the
applicant, a detailed environmental study in respect of the impact of the project on the environment, a feasibility study, and a
bank deposit. The permit is granted by decree of the Head of Government. A refusal to grant a permit may only be based on
two grounds: insufficient evidence to support the exploitation of the deposit and/ or a failure of the environmental study.

Applications for prospecting authorizations and research permits must contain various documents attesting to the financial and
technical capacity of the applicant, a detailed works and cost program, a map defining the area which is being requested and
the geographical co-ordinates thereof, the exact details relating to the identity of the applicant and evidence of the authority of
the signatory of the application. Such titles are granted by Ministerial Order. Any refusal to grant such titles shall be notified by
letter from the Minister in charge of Mines to the applicant.

The mining titles mentioned above all require an establishment convention (convention d'établissement) to be signed by the
State and the titleholder defining their rights and obligations. A standard form of such establishment convention has been
approved by decree of the Head of Government.

AngloGold Ashanti has interests at Morila, Sadiola and Yatela, all of which are governed by establishment conventions
covering exploration, mining, treatment and marketing in a comprehensive document. These documents include the general
conditions with regard to exploration (work program, fiscal and customs regime) and exploitation (formation of a local limited
liability company and mining company, state shareholdings, the fiscal and customs regime during construction and exploitation
phases, exchange controls, marketing of the product, accounting regime, training programs for loca l labor, protection of the
environment, reclamation, safety, hygiene and settlement of disputes).

As the establishment conventions contain stabilization clauses, the mining operations carried out by the AngloGold Ashanti
entities in Mali are subjected to the provisions of the previous mining codes of 1970 and 1991 but also, for residual matters, to
the provisions of the Mining Code of 1999.

AngloGold Ashanti has complied with all applicable requirements and the relevant permits have been issued. Morila, Sadiola
and Yatela have 30-year permits which expire in 2029, 2024 and 2030, respectively.


NAMIBIA

Mineral rights in Namibia vest in the State. In order to prospect or mine, the Ministry of Mines and Energy initially grants an
exclusive prospecting license and, on presentation of a feasibility study, a mining license is then granted taking into account the
ability of the company, including its mining, financial and technical capabilit ies, rehabilitation programs and payment of
royalties. The relevant license has been granted to AngloGold Namibia (Pty) Ltd in respect of its mining and prospecting
activities in Namibia. The current 15-year mining license expires in October 2018.
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SOUTH AFRICA

In October 2002, the President of South Africa assented to the Mineral and Petroleum Resources Development Act (MPRDA),
which had been passed by the Parliament of South Africa in June 2002 and came into effect on May 1, 2004. The objects of
the Act are, among other things, to allow for state sovereignty over all mineral and petroleum resources in the country, to
promote economic growth and the development of these resources and to expand opportunities for the historically
disadvantaged. The object is also to ensure security of tenure concerning prospecting, exploration, mining and production
operations. The state ensures that holders of mining and prospecting rights contribute to the socio-economic development of
the areas in which they are operating.

The Broad-Based Socio-Economic Charter for the South African Mining Industry (the Mining Charter) developed out of the
MPRDA. The Mining Charter committed all stakeholders in the mining industry to transfer ownership of 26 percent of their
assets to black or historically disadvantaged South Africans (HDSAs) within 10 years. In addition, the government indicated
that it would issue a Scorecard against which companies could gauge their empowerment credentials as well as engineering
innovative ways of assisting business to meet the empowerment criteria. The fact that the Mining Charter enjoyed the full
support from the mining houses, South African government and the unions, gives it great credibility and improves the chances
for success in the long run.

The objectives of the Mining Charter are to:

•      promote equitable access to the nation's Mineral Resources by all the people of South Africa;
•      substantially and meaningfully expand opportunities for HDSAs including women, to enter the mining and minerals industry
       and to benefit from the exploitation of the nation's Mineral Resources;
•      use the existing skills base for the empowerment of HDSAs;
•      expand the skills base of HDSAs in order to serve the community;
•      promote employment and advance the social and economic welfare of mining communities and the major labor-sending
       areas; and
•      promote beneficiation of South Africa's mineral commodities.

The Scorecard was envisaged to function as an administrative tool only and not as a legislative one. The objective of the
Scorecard was to find a practical framework for the Minister to assess whether a company actually measures up to what was
intended by the MPRDA and the Mining Charter.

AngloGold Ashanti currently holds ten mining rights in South Africa, seven of which have been successfully converted,
executed and registered at the Mineral and Petroleum Titles Office. Two mining rights are still awaiting conversion by the
Department of Minerals and Energy (DME), and AngloGold Ashanti has successfully applied for one mining right to be
converted before the closing date. The deadline for the conversion process is end April 2009. AngloGold Ashanti also holds
one prospecting right and two pending prospecting right applications which have been submitted to the DME.

A prospecting right will be granted to a successful application for a period not exceeding five yea rs. Prospecting rights may be
renewed once for a period not exceeding three years. Furthermore, the MPRDA provides for a retention period after
prospecting of up to three years with one renewal up to two years, subject to certain conditions.

A mining right will be granted to a successful application for a period which may not exceed 30 years. Mining rights may be
renewed for additional periods, each of which may not exceed 30 years at a time.

TANZANIA

Mineral rights in the United Republic of Tanzania are governed by the Mining Act of 1998 (the Act), and property and control
over minerals are vested in the United Republic of Tanzania. Prospecting for the mining of minerals, except petroleum, may
only be conducted under authority of a mineral right granted by the Ministry of Energy and Minerals under this Act.

The three types of mineral rights most often encountered, which are also those applicable to AngloGold Ashanti, are:

•      prospecting licenses;
•      retention licenses; and
•      mining licenses.
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A prospecting license grants the holder thereof the exclusive right to prospect in the area covered by the license for all
minerals, other than building materials and gemstones, for a period of three years. Thereafter, the license is renewable for two
further periods of renewal of two years each. On each renewal of a prospecting license, 50 percent of the area covered by the
license must be relinquished. Before application is made for a prospecting license with an initial prospecting period (a
prospecting license), a prospecting license with a reconnaissance period (a prospecting reconnaissance) may be applied for a
maximum area of 5,000 square kilometers. This is issued for a period of two years, after which a three-year prospecting license
is applied for. A company applying for a prospecting license must, inter alia, state the financial and technical resources
available to it. A retention license can also be requested from the Minister, after the expiry of a prospecting license period, for
reasons ranging from funds to technical considerations.

Mining is carried out through either a mining license or a special mining license, both of which confer on the holder thereof the
exclusive right to conduct mining operations in or on the area covered by the license. A mining license is granted for a period of
10 years and is renewable for a further period of 10 years. A special mining license is granted for a period of 25 years or for the
estimated life of the orebody, whichever is shorter, and is renewable for a further period of 25 years. If the holder of a
prospecting license has identified a mineral deposit within the prospecting area which is potentially of commercial significance,
but it cannot be developed immediately by reason of technical constraints, adverse market conditions or other economic factors
of a temporary character, it can apply for a retention license wh ich will entitle the holder thereof to apply for a special mining
license when it sees fit to proceed with mining operations.

A retention license is valid for a period of five years and is thereafter renewable for a single period of five years. A mineral right
may be freely assigned by the holder thereof to another person or entity by notifying the Commissioner for Minerals, except for
a mining license, which must have the approval of the Ministry to be assigned.

However, this approval requirement for the assignment of a mining license will not apply if the mining license is assigned to an
affiliate company of the holder or to a financial institution or bank as security for any loan or guarantee in respect of mining
operations.

A holder of a mineral right may enter into a development agreement with the Ministry to guarantee the fiscal stability of a long-
term mining project and make special provision for the payment of royalties, taxes, fees and other fis cal imposts.

AngloGold Ashanti has complied with all applicable requirements and the relevant licenses have been issued for 25 years and
expire in 2024.


UNITED STATES OF AMERICA

Mineral rights, as well as surface rights, in the United States are owned by private parties, state governments and the federal
government. Most land prospective for precious metals exploration, development and mining is owned by the federal
government and is obtained through a system of self-initiated mining claim location pursuant to the General Mining Law of
1872, as amended. Individual states typically follow a lease system for state-owned minerals. Private parties have the right to
sell, lease or enter into other agreements, such as joint ventures, with respect to minerals that they own or control. All mining
activities, regardless of whether they are situated on privately- or publicly-owned lands, are regulated by a myriad of federal,
state and local laws, r egulations, rules and ordinances that address various matters including environmental protection,
mitigation and rehabilitation.

Authorizations and permits setting forth the activities and restrictions pertaining thereto are issued by the responsible
governmental agencies for all phases of mining activities.

The Cripple Creek & Victor Gold mine consists almost entirely of owned, patented mining claims from public lands, with a small
percentage of private and state lands being leased. The total area of control is approximately 7,100 acres. Patented claims
vest ownership in the holder, including the right to mine for an indefinite tenure. All life-of-mine reserves are within these
property controls. The mining and rehabilitation permits issued by the State of Colorado are life-of-mine permits.
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OPERATING PERFORMANCE

In 2008, gold production totaled 4.98 million ounces compared to 5.5 million ounces in 2007. This decline in production was as
a result of lower grades, safety related stoppages, the interruption to the power supply in South Africa and reduced production,
as anticipated, at Sunrise Dam in Australia and Cerro Vanguardia in Argentina as a result of a decline in feed grades
associated with agitator problems in the leach tanks, and at Geita as a result of critical plant maintenance.

AngloGold Ashanti has 21 operations in 10 countries around the world. While these operations are managed on a regional
basis, they are reported on country-by-country basis.

The operations and geographical areas in which AngloGold Ashanti currently operates are shown below.



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REVIEW OF OPERATIONS


AngloGold Ashanti is a global leader within the gold mining business with 21 operations on four continents and a focused,
worldwide exploration program. In the process of mining for gold, by-products of silver, uranium oxide and sulfuric acid are
produced.


Safety

For AngloGold Ashanti, people come first and consequently the company places the highest priority on safe and healthy
practices and systems of work. AngloGold Ashanti will continue to strive to improve its safety performance across its global
asset base. The ‘Safety is our first value’ campaign initiated in November 2007 resulted in significant improvements to safety
statistics throughout 2008.

In terms of lost-time injuries, the lost-time injury frequency rate (LTIFR) per million hours worked for the year was 7.32 as
compared to 8.24 in 2007, an improvement of 11 percent. Regrettably in 2008, 14 AngloGold Ashanti employees lost their lives
(2007: 34 fatalities) which translates into a fatal injury frequency rate (FIFR) for the group of 0.09 per million hours worked for
the year (2007: 0.21 per million hours worked).


Operational review
Total capital expenditure amounted to $1,239 million (including São Bento) (2007: $1,059 million).

Total project capital included above was just over $650 million, of which $419 million was at Boddington. The other main areas
of project spend were the Mponeng VCR project ($45 million), Iduapriem $43 million (mainly the plant expansion), AngloGold
Ashanti Brasil Mineração ($24 million), TauTona $21 million (mainly the below 120 level project) and Serra Grande $20 million
(the main project being the plant expansion).
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OPERATIONS AT A GLANCE for the year ended December 31, 2008
Attributable tonnes
treated/milled (Mt)
Average grade
recovered (g/t)
Attributable gold
production (000oz)
Total cash costs
($/oz)
2008         2007       2006      2008       2007      2006       2008       2007      2006      2008        2007       2006
SOUTH AFRICA
2,099      2,328     2,554
Vaal River
Great Noligwa
1.4
2.0
2.4
7.33       7.54       8.08          330        483        615        458         404         260
Kopanang
1.6
1.8
2.0
6.82       7.24       7.01          362        418        446        348         306         291
Moab Khotsong
0.6
0.3
0.2
9.31
7.94
6.35          192         67          44        375         672         659
Tau Lekoa
1.2
1.4
1.5
3.58        3.62       3.76          143       165         176        524         473        438
Surface operations
7.9
8.0
7.2       0.36        0.49       0.49           92        125         113        446        304         283
West Wits
Mponeng
1.9          1.9         1.9
10.02
9.50
9.93         600         587        596        248         264         238
Savuka
0.3          0.3         0.4
6.28
6.69
7.68           66          73          89        424         397         337
TauTona
(1)
1.6
1.8
2.0
8.66
9.67
10.18          314        409        474         373        318         270
ARGENTINA
Cerro Vanguardia
(92.5 percent)
0.9          0.9         0.9
5.44
6.88
7.29         154         204        215         617        260         223
AUSTRALIA
Sunrise Dam
(2)
3.8
3.8
4.0
3.46
4.86
3.39         433        600          465       559        262          333
BRAZIL
407         408         339
Brasil Mineraçáo
(1)
1.4
1.4
1.1
7.62
7.48
7.60        320         317         242        322        246          207
Serra Grande
(50 percent)
(1)
0.4          0.4         0.4
7.58
7.21
7.51          87          91           97        299        264          196
GHANA
557         527         592
Bibiani
(4)
–            –
2.1           –            –
0.55            –           –           37           –            –
432
Iduapriem
(2)(3)
3.5
2.8
3.0
1.76
1.85
1.74         200        167         167        625         497       413
Obuasi
(1)
5.6          6.0         6.2
4.37
4.43
4.39         357        360         387        636        464        397
GUINEA
Siguiri (85 percent)
(2)
8.6
8.3
7.0
1.20
1.05
1.08         333         280        256        468         471        398
MALI
409          441        537
Morila (40 percent)
1.7
1.7
1.7
3.08        3.36       3.88        170         180        207         424        333          266
Sadiola (38 percent)
1.6
1.6
1.8       3.42        2.76       3.22        172         140        190         401        414          268
Yatela (40 percent)
(5)
1.1
1.2
1.3
2.66
3.46
4.12          66         120        141         621         300         241
NAMIBIA
Navachab
1.5
1.6
1.5
1.43
1.56
1.81          68           80         86          559        475         349
TANZANIA
Geita
4.3
5.1
5.7
1.92
2.01        1.68        264         327       308          814        627         630
UNITED STATES OF
AMERICA
Cripple Creek & Victor
(5)
22.1         20.9       21.8      0.49        0.53        0.54        258        282       283          310        269         248
ANGLOGOLD ASHANTI
4,982      5,477    5,635         465         367         321
(1)     The yield of TauTona, Brasil Mineraçáo, Serra Grande and Obuasi represents underground operations.
(2)     The yield of Sunrise Dam, Iduapriem and Siguiri represents open-pit operations.
(3)     The minority shareholdings of the International Finance Corporation (10 percent) and Government of Ghana (5 percent) were
          acquired effective September 1, 2007, and Iduapriem is now wholly-owned by AngloGold Ashanti.
(4)     The yield of Bibiani represents surface and dump reclamation in 2006. Bibiani was sold effective December 28, 2006.
(5)     The yield of Yatela and Cripple Creek & Victor Joint Venture reflects recoverable gold placed/tonnes placed. The remaining
          33 percent interest in Cripple Creek & Victor was acquired effective July 1, 2008.
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SOUTH AFRICA































Location: AngloGold Ashanti’s South Africa region includes seven underground operations located in two geographic areas on
the Witwatersrand Basin. These are:
·      the Vaal River area, near Klerksdorp and Orkney, in the North West Province and Free State, where the Great Noligwa,
       Kopanang, Tau Lekoa and Moab Khotsong mines are located; and
·      the West Wits area, near Carletonville, straddling the North West Province and Gauteng, where the Mponeng, TauTona
       and Savuka mines are located.

Geology: The Witwatersrand Basin comprises a six-kilometer thick sequence of interbedded argillaceous and arenaceous
sediments that extend laterally for some 300 kilometers north-east/south-west and 100 kilometers north-west/south-east on the
Kaapvaal Craton. The upper portion of the basin, which contains the orebodies, crops out at its northern extent near
Johannesburg. Further west, south and east the basin is overlain by up to four kilometers of Archaean, Proterozoic and
Mesozoic volcanic and sedimentary rocks. The Witwatersrand Basin is late Archaean in age and is considered to be in the
order of 2.7 to 2.8 billion years old.

Gold occurs in laterally extensive quartz pebble conglomerate horizons or reefs, generally less than two meters thick, and are
widely considered to represent laterally extensive braided fluvial deposits. Separate fan systems were developed at different
en try points and these are preserved as distinct goldfields. There is still much debate about the origin of the gold
mineralization in the Witwatersrand Basin. Gold was generally considered to have been deposited syngenetically with the
conglomerates, but increasingly an epigenetic origin theory is being supported. Nonetheless, the most fundamental control to
the gold distribution in the Basin remains the sedimentary features, such as facies variations and channel directions. Gold
generally occurs in native form often associated with pyrite and carbon, with quartz being the main gangue mineral.

Safety: At the South African operations, the incidence of white flag days (a day on which no injuries occur) improved from two
white flag days in 2007 to 40 white flag days for 2008. There were most regrettably 11 fatalities during 2008, 16 fewer than in
2007, which represent a 59 percent improvement. This resulted in a FIFR of 0.12 per million hours worked for the year, as
opposed to 0.29 in 2007, which is equivalent to the Gold Mining Industry 2013 FIFR benchmark.
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The LTIFR for the South African operations as a whole was 11.24 per million hours worked (2007: 12.72), indicating a
significant improvement in safety performance. Other significant achievements included the first ever fatality free quarter
(second quarter 2008), the longest fatality free period in history (110 days), the first time ever that four operations achieved
1,000,000 fatality free shifts within one calendar year and a period of eight consecutive fatality free months for the Vaal River
operations.

The safety of AngloGold Ashanti's workforce is a priority and the roll-out of the 'Safety is our first value' continued at the South
African operations. A framework on the management of safety, based on OSHAS 18001 was developed. Safety campaigns at
these operations are run in collaboration with the trade unions and government representatives. Simultaneously, various safety
interventions wer e implemented to re-emphasize the company's principles and standards regarding safety. The focus is on
leadership, behavior and on improving compliance with operating standards at all levels. Key to this is ensuring that employees
are competent to both perform their duties and responsibilities safely and to identify and manage hazards encountered in the
workplace

Operating review

Gold production from the South African operations totaled 65,283 kilograms (2,099,000 ounces) in 2008, down 10 percent from
the 72,429 kilograms (2,328,000 ounces) produced in 2007. The cause of this decline was mainly as a result of lower grades,
the Eskom power outages early in the year and several safety-related stoppages during the course of the year.

Total cash costs at most of the South African operations increased from 2007, driven largely by lower production, annual wage
increases and higher power tariffs.

Total uranium production for the year was 4 percent higher than the prior year at 1.3 million pounds, despite the power-related
production stoppages earlier in 2008.

Capital expenditure in South Africa totaled $347 million (2007: $411 million).


•       West Wits operations

Description: The Mponeng, Savuka and TauTona mines are situated on the West Wits Line near the town of Carletonville,
straddling the border of Gauteng and North West Province. Mponeng has its own gold processing plant while the Savuka and
TauTona operations share a plant.

Together, the West Wits operations collectively produced 30,498 kilograms (980,000 ounces) of gold, equivalent to 20 percent
of group production compared with 33,258 kilograms (1,069,000 ounces) of gold produced in 2007.


Mponeng

Description: Mponeng is situated close to the town of Carletonville in North West Province, south-west of Johannesburg,
straddling the border with the province of Gauteng, and currently mines the Ventersdorp Contact Reef (VCR) with stoping
taking place at an average depth of 3,054 meters. The deepest operating stope is at a depth of 3,370 meters below surface.
Given the high degree of variability in the grade of the VCR at Mponeng, a sequential grid mining method is used which allows
for selective mining and increased flexibility in dealing with changes in grade ahead of the stope.

Mponeng comprises a twin-shaft system housing two vertical shafts and two service shafts. Ore mined is treated and smelted
at Mponeng's gold plant. The ore is initially ground down by means of semi-autogenous milling after which a conventional gold
leach process incorporating liquid oxygen injection is applied. The gold is then extracted by means of carbon-in-pulp
technology. The Mponeng gold plant conducts electro-winning and smelting (induction furnaces) on products from Savuka and
TauTona as well.

Geology: Two reef horizons are exploited at the West Wits operations, the Ventersdorp Contact Reef (VCR) located at the top
of the Central Rand Group and the Carbon Leader Reef (CLR) near the base. The separation between the two reefs increases
from east to west from 400 to 900 meters, owing to unconformity in the VCR. TauTona and Savuka exploit both reefs whereas
Mponeng only mines the VCR. The structure is relatively simple; faults of greater than 70 meters are rare. The CLR consists of
one or more conglomerate units and varies from several centimeters to more than three meters in thickness. Regionally, the
VCR dips at approximately 21 degrees but may vary between 5 and 50 degrees, accompanied by changes in thickness of the

 

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57
conglomerate units. Where the conglomerate has the attitude of the regional dip, it tends to be thick, well-developed and
accompanied by higher gold accumulations. Where the attitude departs significantly from the regional dip, the reef is thin,
varying from several centimeters to more than three meters in thickness.

Safety: The mine was awarded OHSAS 18001 certification during the year and achieved its second one million fatality-free
shifts award on June 18, 2008. Safety at Mponeng improved during the year, with the LTIFR decreasing from 13.08 per million
hours worked in 2007 to 11.44 in 2008. There were two fatalities during the year (2007: six) resulting in a decrease in FIFR to
0.14 per million hours worked (2007: 0.42).

Operating review: Production rose 2 percent to 18,672 kilograms (600,000 ounces) in 2008 (2007: 18,260 kilograms –
587,000 ounces) and the area mi ned increased marginally, largely owing to an increase in face length. Total cash costs were
6 percent lower in dollar terms at $248 per ounce compared with cash costs of $264 per ounce in 2007, a consequence of a
weakening local currency.

Capital expenditure for the year totaled R707 million ($86 million) (2007: R604 million; $86 million).

Growth prospects: There are currently two growth projects under way at Mponeng.

VCR below 120 project: The project scope is to develop four declines from 120 level to the 126/127 levels to access the
Ventersdorp Contact Reef. It includes the installation of the supporting infrastructure (refrigeration, backfill, equipping of the
decline, etc) required to service a planned 10,000 square meters per month production plan. Development is ahead of
schedule and in line with budget, and in January 2009, became the deepest mine in the world. The project is anticipated to
recover 2.7 million ounces of gold at a cost of R2.03 billion ($0.2 billion). Construction began in 2007 with on reef development
and the start of production scheduled for 2013 and full production due in 2015.

CLR below 120 project: Feasibility work on this project which involves accessing the Carbon Leader Reef, about 900 meters
below the VCR, is in progress. Initial estimates are that it has the potential to produce 10.6 million ounces at a cost of
R12.7 billion ($1.5 billion). The project is to be presented to the board for formal approval in July 2009 and, if approved,
development will begin in August 2009 with production scheduled to start in 2022.

Savuka

Description Savuka is situated on the West Wits line in the province of Gauteng, approximately 70 kilometers south-west of
Johannesburg. Savuka is close to the town of Carletonville in North West Province. Savuka currently mines both the CLR and
the VCR.

This mining operation comprises sub- and tertiary-shaft systems with the latter reaching a depth of 3,777 meters.

Ore mined at Savuka is processed firstly at the Savuka plant. The plant uses conventional milling to crush the ore and a
carbon-in-pulp circuit to treat the ore further, after which it is sent to the Mponeng gold plant where the gold is extracted by
means of electro-winning and smelting.

Safety: Savuka achieved OHSAS 18001 certification during the year. There was an improvement in safety during the year with
an overall LTIFR for the year of 15.20 per million hours worked compared to 25.99 in 2007. Regrettably there was one fatality
at the operation in 2008.

Operating review: Production was down to 2,057 kilograms (66,000 ounces) in 2008 from 2,284 kilograms (73,000 ounces) in
2007. Volumes mined were 11 percent down on 2007 with tonnes milled down 4 percent. The effects on production of safety
and power-related stoppages countered the positive effect of improved drilling, blasting and mining mix towards year-end.

Increases in total cash costs which rose by 7 percent in 2008 to $424 per ounce from $397 per ounce in 2007, were mainly due
to increases in major input costs of labor, power and consumables.

Growth prospects: Exploration and drilling programs are being undertaken to determine the extent and accessibility of the < br>extensive resource to the west of current mining activities and to identify potential mining prospects. The restructuring program
instituted at Savuka over the last two years has made the mine more cost effective, thereby increasing its life of mine.
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TauTona

Description: TauTona lies on the West Wits Line, just south of Carletonville in North West Province and about 70 kilometers
south-west of Johannesburg. Mining at TauTona takes place at depths ranging from 2,000 meters to 3,640 meters. The mine
has a three-shaft system and is in the process of converting from longwall mining to scattered grid mining.

The mine consists of a main shaft system supported by secondary and tertiary shafts. TauTona shares a processing plant with
Savuka. The plant uses conventional milling to crush the ore and a carbon-in-pulp plant to treat the ore further. Once the
carbon has been added to the ore, it is transported to the gold plant at Mponeng for electro-winning, smelting and the final
recovery of the gold.

Safety: Safety improved overall and the LTIFR for the year was 13.46 per million hours worked (2007: 18.14) and there w ere
four fatalities (2007: five), the major causes of which were seismicity-related rockfalls.

Operating review: Gold production declined by 23 percent to 9,769 kilograms (314,000 ounces) (2007: 12,714 kilograms;
409,000 ounces). There was a greater-than-scheduled decline in the volume of ore mined, a result of continued seismic activity
in the vicinity of the CLR shaft pillar, which is being mined, and at several high-grade production panels, where production was
temporarily halted during the course of the year. These seismic activities affected both face length and face advance. The
increased geological risk from this seismic activity necessitated replanning regarding mine layout and mining methods. The
power crisis at the beginning of the year also had negative consequences for production.

The decline in production, together with increased input and labor costs, the escalating cost of power and work stoppages
contributed to a 17 percent increase in total cash costs to $373 per ounce compared with cash costs in 2007 of $318 per
ounce.

Capital expenditure during 2008 amounted to R491 million ($60 million) ; (2007: $71 million).

Growth prospects: The three growth projects at TauTona are:

CLR below 120 level project is accessed via a twin-decline system down to 128 level. Production was scheduled to begin in
2009. Current estimations are that the project will produce 2.5 million ounces of gold. The project scope has been revised and
limited to the development of a rock decline to 123 level. A study will be done to investigate whether the project should be
resumed after a year’s delay, and whether it should be operated with an owner mine team or together with a contractor. The
project has total budgeted capital expenditure of R1.2 billion ($146 million) of which R620 million ($76 million) has been spent
to date.

CLR shaft pillar extraction project enables stoping op erations to be conducted up to a recently revised infrastructural zone of
influence. Production from this project, which began in 2004 and will continue until 2009, is estimated to total more than
415,000 ounces at an average cash cost of $102 per ounce (nominal terms) during this period. Capital expenditure for this
project is R281 million ($34 million) at current exchange rates, most of which has been committed.

VCR pillar project, which accesses the VCR pillar area located outside the zone of influence, began production in 2005.
Development is scheduled to be completed in 2010. Total production is estimated at almost 218,000 ounces at a capital cost of
R123 million ($15 million), of which R118 million ($14 million) has been spent to date.

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Operating and production data for West Wits operations
Mponeng                             TauTona                                 Savuka
2008
Pay limit (oz/t)
0.22
0.44
0.43
Pay limit (g/t)
7.61
15.05
14.91
Recovered
grade
(oz/t)
0.292                                     0.253                                     0.183
Recovered grade (g/t)
10.02
8.66
6.28
Gold production (000 oz)
600
314
66
Total cash costs ($/oz)
(1)
248
373
424
Total production costs ($/oz)
(1)
327
519
515
Capital expenditure ($ million)
86
60
11
Employees
(2)
5,482                                     3,849                                     1,179
Outside contractors
(2)
203
774
45
2007
Pay limit (oz/t)
0.23
0.40
0.40
Pay limit (g/t)
7.83
16.11
13.72
Recovered
grade
(oz/t)
0.277                                     0.282                                      0.195
Recovered grade (g/t)
9.50
9.67
6.69
Gold production (000 oz)
587
409
73
Total cash costs ($/oz)
(1)
264
318
397
Total production costs ($/oz)
(1)
356
474
466
Capital expenditure ($ million)
86
71
9
Employees
(2)
5,126                                     4,160                                      1,063
Outside contractors
(2)
435
832
80
2006
Pay limit (oz/t)
0.23
0.53
0.31
Pay limit (g/t)
7.74
18.25
10.75
Recovered
grade
(oz/t)
0.290                                     0.297                                      0.224
Recovered grade (g/t)
9.93
10.18
7.68
Gold production (000 oz)
596
474
89
Total cash costs ($/oz)
(1)
238
270
337
Total production costs ($/oz)
(1)
374
411
359
Capital expenditure ($ million)
48
70
2
Employees
(2)
4,760
4,164
975
Outside contractors
(2)
524
1,002
65
(1)           Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures,
               see “Item 5A.: Operating results – Total cash costs and total production costs”.
(2)           Average for the year.
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•
Vaal River operations

Description: The Great Noligwa, Kopanang, Moab Khotsong and Tau Lekoa mines are situated near the towns of Klerksdorp
and Orkney on the border of North West Province and the Free State. The AngloGold Ashanti Vaal River operations have
among them four gold plants, one uranium plant and one sulfuric acid plant. Combined, the Vaal River operations (including
surface operations) produced 34,785 kilograms (1,119,000 ounces) of gold, equivalent to 22 percent of group production
compared with 2007 production of 39,171 kilograms (1,258,000 ounces).


Great Noligwa

Description: Great Noligwa adjoins Kopanang and Moab Khotsong and is located close to the town of Orkney on the Free
State side of the Vaal River. The Vaal Reef, the primary reef, and the Crystalkop Reef, a secondary reef, are mined here. This
mining operation consists of a twin-shaft system and operates ove r eight main levels at an average depth of 2,400 meters. As
from the end of June 2008, the SV4 section was transferred from Great Noligwa to Moab Khotsong.

Owing to the geological complexity of the orebody, a scattered mining method is employed. Great Noligwa has its own
dedicated milling and treatment plant which applies conventional crushing, screening semi-autogenous grinding and carbon-in-
leach processes to treat the ore and extract the gold.

Geology: In order of importance, the reefs mined at the Vaal River operations are the Vaal Reef, the VCR and the “C” Reef:

•       The Vaal Reef contains approximately 85 percent of the reserve tonnage with mining grades between 10 and 20g/t and
          comprises a series of oligomictic conglomerates and quartzite packages developed on successive unconformities. Several
          distinct facies have been identified, each with its unique gold distribution and grade characteristic.
•       The VCR has a lower grade than the Vaal Reef, and contains approximately 15 percent of the estimated reserves. The
          economic portion is mainly concentrated in the western part of the lease area and can take the form of a massive
          conglomerate, a pyritic sand unit with intermittent pebble layers or a thin conglomerate horizon. The reef is located at the
          contact between the overlying Kliprivierberg Lavas of the Ventersdorp SuperGroup and the underlying sediments of the
          Witwatersrand SuperGroup which creates a distinctive seismic reflector. The VCR is located up to one kilometer above
          the Vaal Reef.
•       The “C” Reef is a thin, small pebble conglomerate with a carbon-rich basal contact, located approximately 270 meters
         above the Vaal Reef. It has less than 1 percent of the estimated reserves with grades similar to the Vaal Reef, but more
         erratic. The most significant structural features are the north-east striking normal faults which dip to the north-west and
         south-east, resulting in zones of fault loss.


Vaal River – Summary of metallurgical operations
West Gold
Plant
East Gold Acid
and Float Plant
Noligwa Gold
Plant
Mispah Gold
Plant
Kopanang
Gold Plant
Gold plants
Capacity (000
tonnes/month)
180                          309                         263                         140                          420
Uranium plants
Capacity (000
tonnes/month)
–                              –
263                             –                              –
Pyrite flotation plants
Capacity (000
tonnes/month)
–                          250                         145                             –                              –
Sulfuric acid plants
Production
(tonnes/month)
–                      7,500
–
–
–
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Operating and production data for Vaal River operations
Great Noligwa
Kopanang
Tau Lekoa
Moab
Khotsong
(3)
2008
Pay limit (oz/t)
0.29                           0.32                            0.17                           0.69
Pay limit (g/t)
10.07
11.07
5.70
23.51
Recovered grade (oz/t)
0.214
0.199
0.104
0.271
Recovered grade (g/t)
7.33
6.82
3.58
9.31
Gold production (000 oz)
330
362
143
192
Total cash costs ($/oz)
(1)
458                            348                             524                            375
Total production costs ($/oz)
(1)
564                            500                             720                            641
Capital expenditure ($ million)
26
47
18
89
Employees
(2)
5,472
5,620
2,650
2,914
Outside contractors
(2)
271                            411                             384
1,823
2007
Pay limit (oz/t)
0.34                           0.36                            0.16                           1.52
Pay limit (g/t)
11.69
12.18
5.39
52.12
Recovered grade (oz/t)
0.220
0.211
0.106
0.232
Recovered grade (g/t)
7.54
7.24
3.62
7.94
Gold production (000 oz)
483
418
165
67
Total cash costs ($/oz)
(1)
404                            306                             473                            672
Total production costs ($/oz)
(1)
513                            400                             752
1,254
Capital expenditure ($ million)
37
52
16
89
Employees
(2)
5,908
5,470
2,506
1,986
Outside contractors
(2)
726                            465                             345
1,548
2006
Pay limit (oz/t)
0.28                           0.32                            0.14                           1.50
Pay limit (g/t)
9.57
10.92
4.85
51.44
Recovered grade (oz/t)
0.236
0.204
0.110
0.185
Recovered grade (g/t)
8.08
7.01
3.76
6.35
Gold production (000 oz)
615
446
176
44
Total cash costs ($/oz)
(1)
260                            291                             438                            659
Total production costs ($/oz)
(1)
374                            377                             693
1,136
Capital expenditure ($ million)
49
41
11
83
Employees
(2)
5,883
5,360
2,514
1,539
Outside contractors
(2)
696                            455                             379
1,365
(1)        Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures,
            see “Item 5A.: Operating results – Total cash costs and total production costs”.
(2)        Average for the year.
(3)        Commercial production commenced on January 1, 2006.
Safety: Great Noligwa achieved OHSAS 18001 certification during the year and received its tenth one million fatality-free
shifts award on September 25, 2008. Safety as measured by the LTIFR deteriorated slightly. The LTIFR for the year was
14.66 per million hours worked (2007: 14.46). There was regrettably one fatality in 2008, caused by a mud-rush (2007: two),
which is a 50 percent improvement year-on-year to give an FIFR of 0.07, as compared to 0.11 in 2007.
Operating review: Production declined by 32 percent to 10,268 kilograms (330,000 ounces) in 2008 from 15,036 kilograms
(483,000 ounces) in 2007 while tonnes mined decreased by 34 percent. The fall in production was largely attributable to the
transfer of the high-grade SV4 section to Moab Khotsong from where it can be more easily accessed. Power savings initiatives
during the first quarter of the year and safety stoppages further contributed to the decline in production.
The overall unit cash cost for the year rose by 13 percent to $458 per ounce (2007: $404 per ounce). This increase in costs
was the result of lower production volumes and inflationary pressures on the major input costs of power, labor, support and
stores. This was offset by an increase in uranium by-product credits as a result of improved production and the cancellation of
loss-making uranium contracts.

Capital expenditure totaled R213 million ($26 million) compared to R261 million ($37 million) in 2007.
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Growth prospects: As the operation ages, Great Noligwa is in the process of converting from conventional scattered mining to
pillar or remnant mining for the remainder of its operational life. Up until now the Vaal Reef has been the most economically
viable reef to mine, but as this reef is being mined out, the less economical Crystalkop Reef is being exploited increasingly as
are the economically viable support pillars containing the Vaal Reef within the mine’s boundaries.


Kopanang

Description: Kopanang adjoins Great Noligwa and is located close to the town of Orkney on the Free State side of the Vaal
River. The major reef mined at Kopanang is the Vaal Reef, while a secondary reef, the Crystalkop Reef, is mined on a smaller
scale. Mining operations are conducted at depths ranging from 1,350 meters to 2,240 meters.

The Kopanang operation comprises a si ngle shaft system. Given the geologically complex orebody occurring at Kopanang, a
scattered mining method is used with the orebody being accessed mainly via footwall tunneling, raised on the dip of the reef
and stoped on strike. Kopanang has a gold processing plant that uses both conventional semi-autogenous grinding and
carbon-in-pulp technology. There are two streams of ore into the plant, one of which is fed mainly by Vaal Reef ore while the
other is fed exclusively by Ventersdorp Contact Reef ore from Tau Lekoa.

Safety: The mine retained its OHSAS 18001 certification during the year. There was an improvement in safety performance
during 2008 with a reported LTIFR for the year of 12.86 per million hours worked (2007: 13.10) and FIFR of 0.14 (2007: 0.22).
There were two fatalities, one caused by a tramming accident and the other a fall of ground. Kopanang also received its eighth
one million fatality-free shifts award on November 11, 2008. Seven one million fat ality-free shifts have been achieved in the
past eight years.

Operating review: Gold production in 2008 decreased to 11,244 kilograms (362,000 ounces), 14 percent less than in 2007
13,013 kilograms (418,000 ounces). Lower volumes mined (11 percent down) coupled with a 6 percent fall in grade to 6.8g/t
were the major contributions to the production decline. Power outages during the first quarter coupled with related work
stoppages contributed to the decline in volumes mined.

Total cash cost increased on 2007 from $306 per ounce by 14 percent to $348 per ounce as a result of
the reduced production and increases in the prices of major input costs at rates higher than the CPI.

Growth prospects: A new waste washing plant is planned for 2009. The plant will upgrade the quality of the fines to be added
to the Kopanang stream as well as that of the tonnes to be sent to the plant at Great Noligwa for uranium extraction.

The orebody to the wes t of Kopanang’s current mining area is being drilled which, if it proves viable, will extend the life of mine.


Tau Lekoa

Description: Tau Lekoa is one of four mining operations in the Vaal River area. It is close to the town of Orkney on the North
West Province side of the Vaal River. Unlike the other Vaal River operations, the major reef mined at Tau Lekoa is the
Ventersdorp Contact Reef. Mining operations are conducted at depths ranging from 800 meters to 1,743 meters, making this
one of the shallower AngloGold Ashanti mines in South Africa.

The Tau Lekoa operation comprises a twin-shaft system. Because of the geologically complex orebody occurring at Tau Lekoa,
a scattered mining method is used with the orebody being accessed via footwall tunneling while stoping takes place on strike.
There are currently seven shaft levels with an average of 70 panels in operation. Tau Lekoa employs hydro-electric power as
its primary sour ce of energy.

Ore mined by Tau Lekoa is processed and treated in preparation for gold extraction at the Kopanang gold plant.

Safety: The mine achieved OHSAS 18001 certification during the year. Safety as measured by the rate of lost time injuries
improved to 16.57 per million hours worked compared to 19.07 in 2007. There were no fatalities at Tau Lekoa in 2008.

Operating review: Production declined as planned by 13 percent to 4,444 kilograms (143,000 ounces) in 2008 from
5,137 kilograms (165,000 ounces) in 2007. This is largely attributable to a 12 percent decline in volumes mined which were
affected by the power outages during the first quarter of 2008 and by safety related stoppages throughout the year.
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63
Total cash costs rose 11 percent to $524 per ounce in 2008 compared with $473 per ounce the previous year, largely owing to
reduced production and inflationary pressures on input costs.

Capital expenditure for the year totaled R146 million ($18 million) (2007: R113 million; $16 million).

Growth prospects: On February 17, 2009, AngloGold Ashanti announced that it had agreed to sell, with effect from
January 1, 2010 (or after), the Tau Lekoa mine to Simmer & Jack Mines Limited.


Moab Khotsong

Description: Moab Khotsong, the newest of AngloGold Ashanti's South African operations, began commercial production in
January 2006. Located south and south-east of Great Noligwa and Kopanang in the Free State province, Moab Khotsong was
developed to exploit the Vaal Reef. The first phase of this operation included the development of a main shaft system, a
su bsidiary ventilation shaft and three main production levels to between 2,600 meters and 3,054 meters below surface.

Given the known geological complexity of the Vaal Reef, a scattered mining method has been employed with haulages, cross
cuts and raises pre-developed in a grid system.

Safety: Moab Khotsong achieved OHSAS 18001 certification during the year and received a one million fatality-free shifts
award on July 21, 2008. Safety performance improved overall at Moab Khotsong which had an LTIFR for the year of
11.98 per million hours worked (2007: 13.48). There was one fatality in 2008 compared with five in 2007.

Operating review: Production continued to ramp-up with 5,965 kilograms (192,000 ounces) being produced in 2008
(2007: 2,081 kilograms; 67,000 ounces). Of this, 2,194 kilograms (71,000 ounces) were produced in the fourth quarter alone.
Great Noligwa’s SV4 section was transferred to Moab Khotsong at the end of June 2008, contributin g 2,433 kilograms
(77,000 ounces) for the six-month period July to December 2008. Moab Khotsong is scheduled to reach full annual production
of 13,575 kilograms (436,000 ounces) in 2011. Development of Moab Khotsong was completed by December 2007 at a total
cost of R4,193 million ($599 million at an average exchange rate of R7/$).

The values mined and volumes treated increased by 29 percent and 145 percent respectively. This was mainly due to the ramp
up and transfer of Great Noligwa’s SV4 section to Moab Khotsong.

Total cash cost reduced by 44 percent to $375 per ounce compared to $672 per ounce the previous year. Unit costs were
positively affected by the higher level of production, which helped to offset higher labor and power costs.

Capital expenditure for the year totaled R736 million ($89 million) (2007: R628 million; $89 million).

Growth prospects: A study is underway on the optimal extraction of the orebody within the lower mine area of Moab Khotsong
focusing on the main, higher-value portion. The aim is to create as continuous a mine as possible, understanding that the
window of opportunity for seamless integration has largely passed.
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ARGENTINA


AngloGold Ashanti has one gold mine in Argentina, Cerro
Vanguardia. The company owns the right to exploit the
deposit up to 2036 based on the Usufruct Agreement signed
in December 1996.

Description: AngloGold Ashanti has a 92.5 percent interest
in Cerro Vanguardia with Formicruz (the province of Santa
Cruz) owning the remaining 7.5 percent. Located to the north-
west of Puerto San Julian in the province of Santa Cruz,
Cerro Vanguardia consists of multiple small open pits with
high stripping ratios. The orebodies comprise a series of
hydrothermal vein deposits containing gold and large
quantities of silver, which is produced as a by-product.

Ore is processed at the metallurgical plant which has a
capacity of 2,800 tonnes per day and includes a cyanide
recovery plant. Technology at the plant is based on
conventional l eaching process in tanks and carbon-in-leach
with a tailings dam incorporated in a closed circuit. The final
recovery of gold and silver is achieved through a Merryl
Crowe Method with metallic zinc.

Geology: The oldest rocks in this part of Patagonia are
metamorphics of the Precambrian-Cambrian age. These are
overlain by Permian and Triassic continental clastic rocks
which have been faulted into a series of horsts and grabens
and are associated with both limited basaltic sills and dykes
and with calc-alkaline granite and granodiorite intrusions.
Thick andesite flows of Lower Jurassic age occur above these 
sedimentary units. A large volume of rhyolitic ignimbrites was
emplaced during the Middle and Upper Jurassic age over an area of approximately 100,000 square kilometers. These volcanic
rocks include the Chon Aike formation ignimbrite units that host the gold bearing veins at Cerro Vanguardia. Post-mineral units
include Cretaceous and Tertiary rocks of both marine and continental origin, the Quaternary La Avenida formation, the
Patagonia gravel and the overlying La Angelita basalt flows. These flows do not cover the area of the Cerro Vanguardia veins.

Gold and silver mineralization at Cerro Vanguardia occurs within a vertical range of about 150 to 200 meters in a series of
narrow, banded quartz veins that occupy structures within the Chon Aike ignimbrites. These veins form a typical structural
pattern related to major north-south (Concepcion) and east-west (Vanguardia) shears. Two sets of veins have formed in
response to this shearing - one set strikes about N40W and generally dips 65 to 90 degrees to the east; while the other set
strikes about N75W and the veins dip 60 to 80 degrees to the south.

The veins are typical of epithermal, low-temperature, adularia-sericite character and consist primarily of quartz in several forms:
as massive quartz, banded chalcedonic quartz, and quartz-cemented breccias. Dark bands in the quartz are due to finely
disseminated pyrite, now oxidized to limonite. The veins show sharp contacts with the surrounding ignimbrite which hosts
narrow stockwork zones that are weakly mineralized and appear to have been cut by a sequence of north-east-trending faults
that have southerly movement with no appreciable lateral displacement.

Safety: Safety at Cerro Vanguardia deteriorated during the year. The LTIFR for 2008 was 3.98 per million hours worked
compared to 3.34 in 2007. As in 2007, there were no fatalities. Corrective action was taken during 2008 to improve safety
performance that included conducting safety awareness workshops for the managers responsible for operational safety, and
for supervisors and contractors.

Operating review: Attributable gold production decreased by 25 percent to 154,000 ounces in 2008 from 204,000 ounces for
2007. This decline was mostly as a result of intermittent plant breakdowns that resulted in reduced tonnage throughput and
poor grade recovery due to unexpected changes in soil composition. Management changes were implemented resulting in
improved plant availability and recovered grade in the latter part of the year.
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65
In 2008, total cash costs rose to $617 per ounce from $260 per ounce in 2007, reflecting chiefly reduced volumes mined and
lower grades as well as lower gold and silver production due to periodic plant breakdowns. Additional factors affecting costs
were increases in the cost of mining supplies, a function of the inflationary impact of higher commodity prices and higher
maintenance costs (due to an extension on the useful life of some mine equipment), as well as an increase in
workforce/contractor costs and a decrease in by-product credits resulting from lower silver sales.

Capital expenditure for the year amounted to $16 million (2007: $20 million).

Growth prospects: The four-year brownfields exploration program entered its third year in 2008. The focus of the program is
to extend the life of mine and to delineate the shallow, high-grade Mineral Resource.

During 2009, Cerro Vanguardia will start the study on underground mining of the current high-grade and highstripping ratio
open-pit reserves. This project will allow Cerro Vanguardia to reduce the stripping ratio from 25:1 to around 15:1, improve the
capital efficiency of the current operation and optimize the feed grade. Development is estimated to start during 2009 with
production scheduled to begin in 2010. This mining method at Cerro Vanguardia is estimated to produce approximately
560,000 ounces of gold and 6.3 million ounces of silver.

During 2009, the heap-leach study, investigating the treatment of the low-grade resources at Cerro Vanguardia by a small,
heap-leaching operation, will be reviewed and updated. This update will also consider synergies with the new underground
mining project. The heap-leach project will increase Cerro Vanguardia's gold production by around 25,000 ounces of gold
annually, if approved.

Operating and production data for Cerro Vanguardia
< /b>
2008                             2007                             2006
Pay limit (oz/t)
0.19                             0.18                               0.13
Pay limit (g/t)
6.39
3.48
4.56
Recovered grade (oz/t)
0.159
0.201
0.213
Recovered grade (g/t)
5.44
6.88
7.29
Gold production (000 oz) 100 percent
166
220
232
Gold production (000 oz) 92.50 percent
154
204
215
Total cash costs ($/oz)
(1)
617
260
223
Total production costs ($/oz)
(1)
747
358
372
Capital expenditure ($ million) 100 percent
16
20
19
Capital expenditure ($ million) 92.50 percent
15
18
18
Employees
(2)
756
708
623
Outside contractors
(2)
316
309
283

(1)     Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures,
        see “Item 5A.: Operating results – Total cash costs and total production costs”.
(2)    Average for the year.
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66
AUSTRALIA

AngloGold Ashanti's three assets in Australia
are the Sunrise Dam gold mine, and the
Boddington and Tropicana joint venture
projects. In 2008, production from Sunrise
Dam was 433,000 ounces, a decline of 28 percent
from 2007 and equivalent to 9 percent of
group production for the year.


At year-end ownership of these assets, all in
the state of Western Australia was as follows:

The Sunrise Dam gold mine which is
100 percent owned by AngloGold Ashanti
and currently the only producing AngloGold
Ashanti operation in Australia.

The Boddington project, a joint venture
between AngloGold Ashanti (33.33 percent)
and Newmont Mining Corporation
(66.67 percent).

The Tropicana project, a joint venture
between AngloGold Ashanti (70 percent) and
Independence Group NL (30 percent).


Sunrise Dam

Description: The Sunrise Dam gold mine is located in the northern goldfields of Western Australia, 220 kilometers north-east
of Kalgoorlie and 55 kilometers south of Laverton. The mine consists of a large open pit, which is now in its twelfth year of
operation, and an underground mine, which began producing in 2003. Mining at both operations is conducted by contractors
and the ore mined is treated in a conventional gravity and carbon-in-leach processing plant which is owner-managed.

Geology: Gold ore at Sunrise Dam is structurally and lithologically controlled within gently dipping high strain shear zones (for
example, Sunrise Shear) and steeply dipping brittleductile low strain shear zones (for example, Western Shear). Host rocks
include andesitic volcanic rocks, volcanogenic sediments and magnetic shales.

Safety: While no fatalitie s were recorded, there was a slight deterioration in the rate of lost-time injuries. The LTIFR for the
year was 1.83 (2007: 2.63).

Operating review: Production decreased by 28 percent to 433,000 ounces (2007: 600,000 ounces) in line with expectations
as mining of the high-grade ore in the base of the Mega Pit was completed. Mill feed comprised stockpiled ore and
approximately 73,000 ounces of gold production was sourced from the underground mine where 2,107 meters of underground
capital development and 6,661 meters of operational development were completed. A total of 41,417 meters of diamond drilling
was also completed. Processing plant throughput in 2008 was 3.8 million tonnes, equal to throughput in 2007.

The conversion of the mine's diesel power station to liquefied natural gas (LNG) was delayed by an explosion at the Varanus
Island gas production installation and the LNG facility will begin operation in the first quarter of 2009.

Total cash c osts increased by 113 percent in US dollar terms to $559 per ounce from $262 per ounce in 2007. Cash costs
were impacted by significantly higher input costs, specifically for fuel and labor, during the year and by lower production.

Capital expenditure for the year amounted to A$23 million ($19 million) (2007: A$35 million ($30 million)).
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67
Growth prospects: The main open pit (the Mega Pit), with a final depth of 440 meters was completed during 2008. A cutback
of the north wall of the open pit is underway and is scheduled for completion in mid-2010. Ore from the cutback will be blended
with stockpiled ore and ore from the underground mine.

Successful exploration and advances in geological understanding have resulted in further growth in underground reserves
which increased to 1.01 million ounces (after depletion). Total reserves (after depletion) at the mine at year-end were
1.9 million ounces.

Operating and production data for Sunrise Dam
2008                           2007                           2006
Pay limit (oz/t)
0.09                            0.06                            0.05
Pay limit (g/t)
2.79
1.76
1.64
Recovered grade (oz/t)
(2)
0.101
0.142
0.099
Recovered grade (g/t)
(2)
3.46
4.86
3.39
Gold production (000 oz)
433
600
465
Total cash costs ($/oz)
(1)
559
262
333
Total production costs ($/oz)
(1)
665
345
406
Capital expenditure ($ million)
19
30
24
Employees
(3)
77
102
99
Outside contractors
(3)
333
255
283

(1)    Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP
         measures, see “Item 5A.: Operating results – Total cash costs and total production costs”.
(2)    Open-pit operations.
(3)    Average for the year.

Boddington (attributable 33.33 percent)

Description: Boddington is located 130 kilometers south-east of Perth in Western Australia. The original, predominantly oxide
open-pit operation was closed at the end of 2001. Construction of the Boddington Expansion Project, which will mine the
extensive basement reserves beneath the oxide pits, was approved in March 2006 and was well advanced by year-end.

Geology: Boddington is located in the Saddleback Greenstone Belt, a northwest-trending fault-bounded silver of greenstones
about 50 kilometers long and eight kilometers wide within the Archaean Yilgarn Craton. The Boddington resource is located
within a six kilometer strike length and consists of felsic to intermediate volcanics and related intrusives. The resource is
subdivided into Wandoo South and Wandoo North. Wandoo South is centered on a composite diorite stock with five
recognizable intrusions. Wandoo No rth is dominated by diorites with lesser fragmental volcanic rocks.

Operating review and growth prospects: Development of the expansion project was approximately 88 percent complete at
year-end, with AngloGold Ashanti contributing $419 million towards capital costs in 2008. Subsequent to the financial year-end,
AngloGold Ashanti announced the sale of its 33.33 percent stake in Boddington to the Newmont Mining Corporation.
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68
Operating and production data for Boddington
2008                        2007                       2006
Pay limit (oz/t)
–                              –                             –
Pay limit (g/t)
–
–
–
Recovered grade (oz/t)
–
–
–
Recovered grade (g/t)
–
–
–
Gold production (000 oz) 100 percent
–
–
–
Gold production (000 oz) 33.33 percent
–
–
–
Total cash costs ($/oz)
(1)
–
–
–
Total production costs ($/oz)
(1)
–
–
–
Capital expenditure ($ million) 100 percent
1,257
747
180
Capital expenditure ($ million) 33.33 percent
419
249
60
Employees
(2)
92
37
12
Outside contractors
(2)
696
387
85
(1)    Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures,
see “Item 5A.: Operating results – Total cash costs and total production costs”.
(2)    Average for the year.


Tropicana

Description: The Tropicana Joint Venture comprises more than 13,000 square kilometers of tenements stretched along more
than 300 kilometers of the ancient collision zone between the Yilgarn Craton and the Albany Fraser Province in Western
Australia. The Tropicana Gold Project is located 330 kilometers east-north-east of Kalgoorlie within the northern part of the joint
venture area. AngloGold Ashanti holds a 70 percent interest in the Tropicana JV and Independence Group NL holds a
30 percent interest.

Geology: The Tropicana deposit comprises two known mineralized zones, the Tropicana zone to the north and Havana zone
to the south. Together the known mineralized zones define a system that extends over a 4 kilometer strike length. The lenses
have been tested to a vertical depth of 350 meters to 400 meters, and are open down dip. The Tropicana and H avana zones
are grossly “stratiform” within the preferred gneissic host sequence. Havana zone consists of multiple stacked lenses, whereas
Tropicana comprises one main mineralized lens.

Operating review and growth prospects: The pre-feasibility study on the Tropicana Gold Project began in June 2007. The
study, which focuses on the Tropicana and Havana zones, is scheduled for completion in the second quarter of 2009.

The emphasis of drilling at the Tropicana Gold Project has been to increase the confidence of the resource estimate, which has
increased by almost 1 million ounces.

Metallurgical testwork and engineering studies have determined that the preferred plant configuration is a conventional carbon-
in-leach circuit. Energy efficiency is an important consideration for the project with studies focused on assessment of the
optimal crushing and grinding circuit, which will include energy-efficient high-pressure grinding rolls. A wide ra nge of processing
rates of up to 7.5 million tonnes per annum have been evaluated. Further pre-feasibility study level work is being undertaken to
optimize mine planning and scheduling as a result of the increase in resources. A comprehensive review of electrical power
options is in progress with the objective of achieving low operating costs. Diesel, gas, electrical grid reticulation and solar
thermal power are being evaluated.

Extensive baseline environmental studies for the project have been substantially completed with formal submission of major
Environmental Impact Assessment documents scheduled for early 2009. It is anticipated full environmental permitting of the
project will take approximately 12 months to complete. Regional exploration continues on the greater tenement package.
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69
BRAZIL

The two AngloGold Ashanti assets in Brazil are
AngloGold Ashanti Brasil Mineração and Serra
Grande. In 2008, these operations together produced
an attributable 407,000 ounces of gold, equivalent to
8 percent of group production. (2007: an attributable
408,000 ounces of gold, equivalent to 7 percent of
group production).

AngloGold Ashanti Brasil Mineração

Description: The wholly-owned AngloGold Ashanti
Brasil Mineração (Brasil Mineração) complex is
located in south-eastern Brazil in the state of Minas
Gerais, close to the city of Belo Horizonte, in the
municipalities of Nova Lima, Sabará and Santa
Bárbara. Ore is sourced from the Cuiabá underground
mine, and then processed at the Cuiabá and Queiroz
plants, and from the Córrego do Sítio heap-leach operation.

Geology: The area in which Brasil Mineração is
located is known as the Iron Quadrangle and is host
to historic and current gold mining operations, as well
as a number of open-pit limestone and iron ore operations. 
The geology of the Iron Quadrangle is composed of Proterozoic
and Archaean volcano-sedimentary sequences and Pre-Cambrian granitic complexes. The host to the gold mineralization is
the volcano-sedimentary Nova Lima Group (NLG) that occurs at the base of the Rio das Velhas SuperGroup (RDVS). The
upper sequence of the RDVS is the meta-sedimentary Maquiné Group. Cuiabá mine, located at Sabara Municipality, has gold
mineralization associated with sulfides and quartz veins in Banded Ironstone Formation (BIF) and volcanic sequences. At this
mine, structural control and fluids flow ascension are the most important factors for gold mineralization with a common
association between large-scale shear zones and their associated structures. Where BIF is mineralized the ore appears
strongly stratiform due to the selective sulfidation of the iron rich layers. Steeply plunging shear zones tend to control the ore
shoots, which commonly plunge parallel to intersections between the sh ears and other structures.

The controlling mineralization structures are the apparent intersection of thrust faults with tight isoclinal folds in a ductile
environment. The host rocks at Brasil Mineração are BIF, Lapa Seca and mafic volcanics (principally basaltic). Mineralization is
due to the interaction of low salinity carbon dioxide rich fluids with the high-iron BIF, basalts and carbonaceous graphitic
schists. Sulfide mineralization consists of pyrrhotite and pyrite with subordinate pyrite and chalcopyrite; the latter tends to occur
as a late-stage fracture fill and is not associated with gold mineralization. Wallrock alteration is typically carbonate, potassic
and silicic.

Brazil – Summary of metallurgical operations
AngloGold Ashanti
Mineração
Serra Grande
Cuiabá
Raposos
Gold plants
Capacity (000 tonnes/month)
135
26
66
Current throughput
112
Shut down


Safety: Safety levels deteriorated during the course of the year with the LTIFR at 3.06 per million hours worked in 2008 as
opposed to 2.30 in 2007. A safety program to restore former levels of safety performance and renew awareness of the
importance of working safely among employees has been put in place. There were no fatalities in 2008.

Operating review: Gold production for 2008, supported mainly by the Cuiabá mine, where the expansion project has been
completed, and the Córrego do Sítio mine, was almost unchanged in line with expectations at 320,000 ounces
(2007: 317,000 ounces).
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70
From an operating perspective, the development rate at Cuiabá improved as planned with a focus on greater mine flexibility.
Strategic action was taken to enhance long-term performance at Cuiabá and extend its life of mine. This included increasing
the backfill rate to the mine, re-structuring the maintenance program and reviewing maintenance contracts, as well as
implementing a management strategy focusing on cost optimization in 2009. Also introduced were new preventive controls and
the monitoring of geotechnical conditions and the stability of the hanging-wall in particular. All of these actions are aimed at
consolidating a sustainable long-term rate of production.

Total cash costs rose by 31 percent from $246 per ounce in 2007 to $322 per ounce in 2008. Higher costs were largely a result
of the appreciation of the local Brazilian currency (the real) against the US dollar and higher in flation on materials, services and
maintenance costs, partially offset by the better price received for sulfuric acid by-product.

Capital expenditure for the year totaled $69 million, significantly lower than the $117 million spent in 2007 given the completion
of the Cuiabá Expansion Project.

Growth prospects: The Córrego do Sítio Underground Sulfide Project continues and will exploit the sulfide resources of the
Córrego do Sítio underground orebodies, namely Cachorro Bravo, Laranjeiras and Carvoaria Velha. The project estimates
production of 90,000 ounces of gold annually from a total of 5.4 million tonnes of ore milled. Full production is scheduled to
begin in 2012.

The development of a ramp and exposure of the Cachorro Bravo and Laranjeiras orebodies continues as does the access
drives to the Carvoaria Velha orebody. Exposure of the Laranjeira orebody, to increase the extent of the mineable resources,
has commenced. Trial mining on the Cachorro Bravo orebody is in progress and operational mining parameters for the
feasibility study are being confirmed. Two mine methods are being tested: sub-level stoping and cut-and-fill mining. The
metallurgical process is being confirmed and indications are that pressure oxidation via autoclaves will be the best option given
the characteristics of the ore.

In December 2008, AngloGold Ashanti acquired the São Bento mine, a Brazilian gold mining operation that was wholly-owned
by Eldorado Gold Corporation and held in São Bento Mineração S.A., an indirect, wholly-owned subsidiary of Eldorado. The
São Bento mine is situated in the vicinity of the Córrego do Sítio mine, in the municipality of Santa Bárbara in the Iron
Quadrangle region of Minas Gerais State. This acquisition will double the scale and enhance the feasibility of the Córrego do
Sítio Project, thus enhancing the dominant position of AngloGo ld Ashanti as a gold producer in Brazil's Iron Quadrangle.

During 2008, development at the Lamego Project which explores the orebodies on the Lamego property close to the Cuiabá
mine, totaled 4,063 meters. Lamego is expected to produce approximately 345,000 ounces of gold over nine years from
2.14 million tonnes of milled ore. Production is scheduled to start in mid-2009. Given the same elliptical structure and the
project's proximity to Cuiabá, ore mined here will be treated at the Cuiabá plant – this was factored into the recently completed
expansion project at Cuiabá.

The Raposos Project explores the re-opening of the Raposos mine that was suspended in 1998 when the gold price was less
than $300 per ounce. The existing underground and surface infrastructure at Raposos Mine was reviewed and new technical
recommendations made on adapting the existing facilities to the new requirements. The project is based on the ore resources
defined in the mine evaluation block between mine levels 34 and 44, totalling 2 million tonnes at 7g/t Au with 530,000 ounces
of gold content. The ore mined here will be processed using idle capacity at the Queiroz plant. A feasibility study is being
prepared for submission to the board for approval during 2009. Production is expected to begin in 2011 with development
activities progressing from 2009 and 2010.
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71
Operating and production data for Brasil Mineração
2008                            2007                              2006
Pay limit (oz/t)
0.15                             0.13                               0.09
Pay limit (g/t)
5.16
3.50
3.10
Recovered grade (oz/t)
(1)
0.222
0.218
0.222
Recovered grade (g/t)
(1)
7.62
7.48
7.60
Gold production (000 oz)
320
317
242
Total cash costs ($/oz)
(2)
322
246
207
Total production costs ($/oz)
(2)
450
360
301
Capital expenditure ($ million)
69
117
168
Employees
(3)
1,954
1,814
1,546
Outside contractors
(3)
1,033
1,620
2,065
(1)     Recovered grade represents underground operations.
(2)     Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures,
         see “Item 5A.: Operating results – Total cash costs and total production costs”.
(3)     Average for the year.


Serra Grande (attributable 50 percent)

Description: Serra Grande is located in central Brazil, in the state of Goiás, five kilometers from the city of Crixás. AngloGold
Ashanti and the Kinross Gold Corporation are joint partners in this operation. In terms of the shareholders' agreement,
AngloGold Ashanti manages the operation and has the right to access a maximum of 50 percent of the earnings accrued and
dividends paid by Serra Grande.

Serra Grande comprises two underground mines, Mina III and Mina Nova, an open pit at Mina III, and a new mine named
Palmeiras where the main ramp development began in May 2008 and production is anticipated during 2009. Annual capacity of
the processing circuit, which has grinding, leaching, filtration, precipitation and smelting facilities, is being expanded from about
818,000 tonnes annually to 1.150 million tonnes annually. This expansion is expected to be completed by mid-2009.

Geology: The deposits occur in the Rio Vermelho and Ribeirão das Antes Formations of the Archaean Pilar de Goia’s Group
which together account for a large proportion of the Crixás Greenstone Belt in central Brazil.

The stratigraphy of the belt is dominated by basics and ultrabasics in the lower sequences with volcano sedimentary units
forming the upper successions.

The gold deposits are hosted in a sequence of schists, volcanics and carbonates occurring in a typical greenstone belt
structural setting. The host rocks are of the Pilar de Goiás Group of the Upper Archaean. Gold mineralization is associated
with massive sulfides and vein quartz material associated with graphitic and sericitic schists and dolomites. The oreshoots
plunge to the north-west with dips of between 6 and 35 degrees. The stratigraphy is overturned and thrusts towards the east.

The gr eenstone belt lithologies are surrounded by Archaean tonalitic gneiss and granodiorite. The metamorphosed sediments
are primarily composed of quartz, chlorite, sericite, graphitic and garnetiferous schists. The carbonates have been
metamorphosed to ferroan dolomite marble with development of siderite and ankerite veining in the surrounding wallrock,
usually associated with quartz veining. The basalts are relatively unaltered but do show pronounced stretching with elongation
of pillow structures evident.

The Crixás greenstone belt comprises a series of Archaean to Palaeoproterozoic metavulcanics, metasediments and
basement granitoids stacked within a series of north to north-east transported thrust sheet. Thrusting (D1) was accompanied
by significant F1 folding/foliation development and progressive alteration in a brittle-ductile regime. D1 thrusting developed with
irregular thrust ramp geometry, in part controlled by concealed early basin faults. The main Crixá s orebodies are adjacent to a
major north-north-west structural corridor, and up the main fault ramp/corner, to become dispersed to the east and north in
zones of foreland thrust flats. Fluid alteration also diminished to the west away from the main fault corner. A series of
concealed east-west to north-west-south-east basement block faults may have provided secondary fluid migration, and
development of early anti-formal warps in the thrust sheets; these structures probably define the quasi-regular spacing of
significant mineralization within the belt. The D1 thrust stack was gently folded by non-cylindrical folds. Gold mineralizing fluids
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72
probably migrated during this event, with similar south-south-west to north-north-east migration, and focusing on bedding slip
during folding. Gold mineralization became minor and dispersed to the north and east along the formal thrust flat zone.
Concentrations of gold along the case of quartz vein may be due to the damming of fluids migrating upward along layering.

Safety: There was an improvement in safety regarding lost-time injuries during the course of the year with an LTIFR of
1.72 per million hours worked compared with 2.47 in 2007. Unfortunately, there was one fatality in the first quarter of the year
(2007: one), a result of an incident involving a truck, which gives a FIFR of 0.43 per million.

Operating review: Attributable production of 87,000 ounces in 2008 represents a decrease of 5 percent from the
91,000 ounces produced in 2007. This was chiefly due to the lower to nnage of ore treated at the underground operation.
Palmeiras Mine has a resource of 207,000 ounces and is expected to start operating in 2009 with average annual production of
16,000 ounces from 2010.

Total cash costs increased by 13 percent to $299 per ounce (2007: $264 per ounce), again largely due to reduced production,
the appreciation of the Brazilian real and inflation, which affected the cost of power, labor, fuel and maintenance services.

Capital expenditure amounted to $41 million, (attributable: $20 million) from $24 million spent in 2007 (attributable : $12 million).

Growth prospects: An aggressive brownfields exploration campaign at Serra Grande aims to increase reserves and
resources in and around Mina III and Mina Nova. In 2008, there was an increase in resources and reserves at Serra Grande
with the discovery last year of the Pequizão orebody that is located between Mina Nova and Mina III. In 2008, exploration
activities focused on evaluating the Pequizão strike and down-plunge extension as well as on investigating the continuity of
Palmeiras, Orebody V and Mina Nova.

Operating and production data for Serra Grande
2008                            2007                            2006
Pay limit (oz/t)
0.16                             0.14                             0.09
Pay limit (g/t)
5.61                             3.90                             3.24
Recovered grade (oz/t)
0.221
0.210
0.219
Recovered grade (g/t)
7.58
7.21
7.51
Gold production (000 oz) 100 percent
174
182
194
Gold production (000 oz) 50 percent
87
91
97
Total cash costs ($/oz)
(1)
299                              264                              196
Total production costs ($/oz)
(1)
402                              374                              278
Capital expenditure ($ million) 100 percent
41
24
17
Capital expenditure ($ million) 50 percent
20
12
8
Employees
(2)
725                              654                               609
Outside contractors
(2)
383                              264                               208
(1)     Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures,
         see “Item 5A.: Operating results – Total cash costs and total production costs”.
(2)     Average for the year.

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73
GHANA








































The two AngloGold Ashanti operations in Ghana, Obuasi and Iduapriem, had combined total attributable production of
557,000 ounces, equivalent to approximately 11 percent of group production, for the 2008, compared with an attributable
production of 527,000 ounces, equivalent to approximately 10 percent of group production in 2007.

Obuasi

Description: Obuasi, which is wholly-owned by AngloGold Ashanti, is located in the Ashanti region of southern Ghana,
approximately 80 kilometers from Kumasi. It is primarily an underground mine operating at depths of 1,500 meters, although
some surface mining does occur. Three treatment plants process the ore: a sulfide plant treats the ore from underground, a
tailings plant undertakes tailings reclamation and an oxide plant is used to batch treat remnant open-pit ore and stockpiles.

Geology: The gold deposits at Obuasi are part of a prominent gold belt of Proterozoic (Birimian) volcano-sedimentary and
igneous formations which extend for a distance of approximately 300 kilometers in a north-east/south-west trend in
south-western Ghana. Obuasi mineralization is shear-zone related and there are three main structural trends hosting gold
mineralization: the Obuasi trend, the Gyabunsu trend and the Binsere trend.

Two main ore types are mined:

•     quartz veins which consist mainly of quartz with free gold in association with lesser amounts of various metal sulfides such
      as iron, zinc, lead and copper. The gold particles are generally fine-grained and occasionally are visible to the naked eye.
      This ore type is generally non-refractory; and
•     sulfide ore which is characterized by the inclusion of gold in the crystal structure of a sulfide material. The gold in these
      ores is fine-grained and often locked in arsenopyrite. Higher gold grades tend to be associated with finer grained
      arsenopyrite crystals. Other prominent minerals include quartz, chlorite and sericite. Sulfide ore is generally refractory.
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74
Ghana – Summary of metallurgical operations
Obuasi
Bibiani
Iduapriem
Sulfide
Treatment
Plant
Tailings
Treatment
Plant
Oxide
Treatment
Plant
Gold plants
Capacity
(000 tonnes/month)
200                          200                          150                        225                            375


Safety: Regrettably there were two fatalities during the year (2007: four), one caused by an accident involving a fall of ground
and one by an accident involving machinery. The LTIFR for the year improved to 2.10 per million hours worked, from 2.72 in
2007. The FIFR also improved to 0.10 in 2008 from the previous 0.19 per million hours worked in 2007.

The process to obtain OHSAS 18001 accreditation for Obuasi was completed in December 2008 after a successful certification
audit.


Operating review: The marginal decline of less than 1 percent in annual production from 360,000 ounces in 2007 to 357,000
ounces in 2008 was a result of a decrease in underground volumes and the grade mined, as well as unscheduled work
stoppages at the plant for repairs and maintenance to the ball mill during the year. Water quality issues affected mill tonnages
twice during the year and were exacerbated by the delay in the commissioning of the tailings sulfide plant to mid-2009.
However production did improve as the year progressed, particularly in the second half of the year as the results of the short-
term turnaround project at Obuasi became apparent. Development meters increased, contributing to greater mining flexibility
which delivered a greater throughput of tonnes and improved grades in the second half of the year. Following plant
maintenance around mid-year and the commissioning of a larger regrind mill, metallurgical recoveries did improve in the
second half of the year – although overall these too were marginally down on the year.

The 37 percent increase in total cash costs from $464 per ounce in 2007 to $636 per ounce in 2008 was due primarily to
inflationary pressures resulting in substantial increases in power tariffs, contractor costs and the price of fuel and reagents over
the year, as well as higher royalty payments.
Capital expenditure totaled $112 million in 2008 (2007: $94 million).


Growth prospects: While Obuasi is currently a focus of the short-term business turnaround plan, it is also an initial target of
the group’s longer-term business improvement plan, the aim of which is sustained improvements to operational performance
and efficiencies. At Obuasi in particular, this strategy aims to increase development meters, which are essential to mining
flexibility, to improve the volumes processed and recovered by the sulfide plant by enhancing the grinding and flotation
functions, to increase productivity and to improve maintenance. The aim is to increase monthly ore production by 35 percent,
grade to 7g/t by the end of 2009 and metallurgical recoveries at the sulfide plant to approximately 83 percent by mid-2009. The
number of areas being mined will be consolidated to 10 (from 14) and development meters increased so as to ensure 18
months of reserves. In addition , high speed development crews will be used to target selected areas. Changes to the mining
method include a preference for longitudinal mining and increasing the stope length to a maximum of 70 meters.
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Operating and production data for Obuasi
2008                          2007                          2006
Pay limit (oz/t)
(1)
0.29                           0.28                         0.229
Pay limit (g/t)
9.35
8.49
7.13
Recovered grade (oz/t)
(1)
0.127                         0.129                         0.128
Recovered grade (g/t)
4.37
4.43
4.39
Gold production (000 oz)
357
360
387
Total cash costs ($/oz)
(2)
636
464
397
Total production costs ($/oz)
(2)
863
739
638
Capital expenditure ($ million)
112
94
91
Employees
(3)
4,259                         4,672                        5,629
Outside contractors
(3)
1,463                         1,554                        2,210
(1)        Pay limits and recovered grade refer to underground ore resources.
(2)        Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures,
            see “Item 5A.: Operating results – Total cash costs and total production costs”.
(3)        Average for the period.

Iduapriem

Description: Iduapriem comprises two properties, Iduapriem and Teberebie. The Iduapriem mine is situated in the western
region of Ghana, some 70 kilometers north of the coastal city of Takoradi and 10 kilometers south-west of Tarkwa. Iduapriem is
an open-pit mine and its processing facilities include a carbon-in-pulp (CIP) plant.

Geology: The Iduapriem and Teberebie gold mines are located along the southern end of the Tarkwa basin. The
mineralization is contained in the Banket Series of rocks within the Tarkwaian System of Proterozoic age. The outcropping
Banket Series of rocks in the mine area form prominent, arcuate ridges extending southwards from Tarkwa, westwards through
Iduapriem and northwards towards Teberebie.

Safety: Despite the heightened focus on training and education, safety performance deteriorated during the year . The LTIFR
was 1.63 per million hours worked (2007: 0.46). There were no fatalities. Iduapriem achieved OHSAS 18001 certification in
January 2008 after a successful certification audit.

Operating review: Despite the decline in grade mined, attributable production increased from 167,000 ounces in 2007 to
200,000 ounces in 2008. Crushed tonnage improved significantly by 26 percent mainly due to commissioning of the Scats
crusher in the first quarter of 2008 and a marked improvement in blast fragmentation, assisting throughput in the second half of
the year, despite problems experienced in the first and third quarter with mill gearbox and crusher component failures.
Recovered grade declined by 5 percent mainly due to a reduced head grade and lower recoveries during the first half of the
year. Mechanical upgrading of the hydraulic flow path in the leach section improved residence time and recoveries during the
fourth quarter.

Total cash costs at $625 per ounce increased by 26 percent from 2007 total cash costs of $497 per ounce as a result of
substantial increases in power tariffs during the second half of the year, higher royalty payments and contractor costs, and a
surge in the price of fuel and consumables.

Capital expenditure for the year amounted to $54 million (attributable 2007: $23 million), spent primarily on the advancement of
the plant expansion project. Due to delays experienced in the delivery of long-lead critical items, project commissioning,
originally scheduled for the fourth quarter of 2008, has been postponed to the first quarter of 2009.

Growth prospects: While the mine has limited growth prospects on surface, the recent surge in the gold price has led to
renewed interest in evaluating the considerable low-grade Mineral Resources of other properties lying in the Tarkwaian
conglomerates that extend below the economic limits of the existing pits. Additional drilling to give more confiden ce to existing
data has been scheduled for 2009 and the scoping study will subsequently be progressed to the pre-feasibility stage.
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76
Operating and production data for Iduapriem
2008                       2007
(4)
2006
Pay limit (oz/t)
0.04                           0.06                           0.05
Pay limit (g/t)
1.43
1.66
1.60
Recovered grade (oz/t)
(1)
0.051                         0.054                         0.051
Recovered grade (g/t)
(1)
1.76                           1.85                           1.74
Gold production (000 oz) 100 percent
200
185
196
Gold production (000 oz) 100 percent
(4)
200
167
167
Total cash costs ($/oz)
(2)
625
497
413
Total production costs ($/oz)
(2)
740
653
544
Capital expenditure ($ million) 100 percent
54
24
6
Capital expenditure ($ million) 100 percent
(4)
54
23
5
Employees
(3)
732
721
668
Outside contractors
(3)
1,048
602
583
(1)
Recovered grade represents open pit operations.
(2)
Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures,
see “Item 5A.: Operating results – Total cash costs and total production costs”.
(3)
Average for the period.
(4)
100 percent owned effective September 1, 2007. Prior to this date, the effective holding was 85 percent.


Bibiani

Bibiani in Ghana was sold to Central African Gold plc effective December 28, 2006

Operating and production data for Bibiani
2008                            2007
2006
(4)
Pay limit (oz/t)
-                                 -
0.030
Pay limit (g/t)
-
-
0.83
Recovered grade (oz/t)
(1)
-
-
0.016
Recovered grade (g/t)
(1)
-
-
0.55
Gold production (000 oz)
-
-
37
Total cash costs ($/oz)
(2)
-
-
432
Total production costs ($/oz)
(2)
-
-
594
Capital expenditure ($ million)
-
-
-
Employees
(3)
-
-
211
Outside contractors
(3)
-
-
142
(1)
Recovered grade represents surface and dump reclamation in 2006.
(2)
Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures,
see “Item 5A.: Operating results – Total cash costs and total production costs”.
(3)
Average for the period.
(4)
For the eleven months from January 2006 to November 2006.


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77
GUINEA

AngloGold Ashanti has one gold mining
operation, Siguiri, in the Republic of Guinea.
Siguiri produced 333,000 attributable ounces of
gold in 2008, equivalent to 7 percent of group
production and 280,000 attributable ounces of
gold in 2007, or 5 percent of group production.

Description: AngloGold Ashanti has an
85 percent interest in Siguiri and the
government of Guinea has a 15 percent stake.
The Siguiri mine is a conventional open-pit
operation situated in the Siguiri district in the
north-east of the Republic of Guinea, West
Africa, about 850 kilometers from the capital
city of Conakry. All ore and waste is mined by a
mining contractor and the ore is processed
using a carbon-in-pulp (CIP) process. Siguiri
mines two types of gold deposits, laterite and in
situ quartz-vein related mineralization that have
been deeply weathered to form saprolite
mineralization.

Geology: This concession is dominated by
Proterozoic Birimian rocks which consist of
turbidite facies sedimentary sequences. The
two main types of gold deposits which occur 
in the Siguiri basin and are mined are:

•    laterite or CAP mineralization which occurs as 
     aprons of colluvial or as palaeo-channels of alluvial lateritic gravel adjacent  to, and immediately above; and
•    in situ quartz-vein related mineralization hosted in meta-sediments with the better mineralization associated with vein
     stockworks that occurs preferentially in the coarser, brittle siltstones and sandstones.

The mineralized rocks have been deeply weathered to below 100 meters in places to form saprolite or SAP mineralization.
The practice at Siguiri has been to blend the CAP and SAP ore types and to process these using the heap-leach method. With
the percentage of available CAP ore decreasing, however, a new carbon-in-pulp (CIP) plant was brought on stream during
2005 to treat predominantly SAP ore.

Safety: Overall safety standards were maintained at Siguiri with an LTIFR for the year of 0.42 per million hours worked (2007:
0.41). There were no fatalities. Following a successful certification audit, the process to obtain OHSAS 18001 accreditation
was completed in December 2008.

Operating review: Attributable production increased by 19 percent to a record of 333,000 ounces in 2008 from
280,000 ounces produced in 2007. This increase was a function of improved throughput – the CIP plant performed consistently
well throughout the year, with availability of 93 percent, the processing of 10 million tonnes aided by increased throughput
during the wet season and a metallurgical recovery rate of 95.8 percent for the year – and the mining of higher grade pits early
in the year which led to improved yields.

Total cash costs were fractionally lower at $468 per ounce (2007: $471 per ounce).

Attributable capital expenditure for the year was $18 million (2007: $18 million).

Growth prospects: It is expected, with the exploration at Kintinian and Sintroko nearing completion, that additional ounces will
be converted to reserves in early 2009. Regarding the CIP plant, the designs of a second gravity concentrator and de-gritting
facilities are being finalised and these will be installed during 2009; they are expected to improve plant recovery and increase
throughput. Studies are underway to increase plant throughput from 2010 onwards.
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78
Operating and production data for Siguiri
2008                          2007                         2006
Pay limit (oz/t)
0.03                           0.03                          0.03
Pay limit (g/t)
0.93
0.95
0.94
Recovered grade (oz/t)
(1)
0.035                         0.031                        0.032
Recovered grade (g/t)
(1)
1.20                           1.05                          1.08
Gold production (000 oz) – 100 percent
392
330
301
Gold production (000 oz) – 85 percent
333
280
256
Total cash costs ($/oz)
(2)
468
471
398
Total production costs ($/oz)
(2)
565
629
593
Capital expenditure ($ million) – 100 percent
22
21
19
Capital expenditure ($ million) – 85 percent
18
18
14
Employees
(3)
1,489                         1,537                         1,541
Outside contractors
(3)
1,444                         1,380                         1,167
(1)        Recovered grade represents open pit operations.
(2)        Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures,
            see “Item 5A.: Operating results – Total cash costs and total production costs”.
(3)        Average for the period.
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79
MALI

AngloGold Ashanti has interests in three gold
mining operations in Mali, namely, Sadiola,
Yatela and Morila. It manages two of these
operations, Sadiola and Yatela. Together these
three operations had combined attributable
production of 409,000 ounces, 8 percent of group
production (2007: 441,000 attributable ounces of
gold, equivalent to 8 percent of group
production).

Ownership of these three operations is as
follows:

•      Sadiola: AngloGold Ashanti and IAMGOLD
       each have an interest of 38 percent in the
       joint venture while the government of Mali
       has an interest of 18 percent and the
       International Finance Corporation, 6 percent.

•      Yatela: this operation is 80 percent owned
       by the Sadiola Exploration Company
       Limited, a joint venture in which AngloGold
       Ashanti and IAMGOLD each have an
       effective holding of 50 percent. The
      government of Mali owns the remaining
      20 percent.

•      Morila: this operation is 80 percent owned by Morila Limited, a joint venture in which AngloGold Ashanti and Randgold
       Resources Limited each have an effective holding of 50 percent. The government of Mali owns the remaining 20 percent.
       Randgold Resources Limited took over the management of this operation during 2008.

Total attributable production from the Mali operations was 7 percent down from that of 2007.

Sadiola (attributable 38 percent)

Description: Sadiola is situated in the far south-west of the country, 77 kilometers to the south of the regional capital of Kayes.
Mining takes place in five open pits and the ore mined is treated and processed in a 435,000 tonnes per month (5.2 million
tonnes per annum) CIP gold plant.

Geology: The Sadiola deposit occurs within an inlier of greenschist facies metamorphosed Birimian rocks known as the
Kenieba Window. The specific rocks which host the mineralization are marbles and greywackes which have been intensely
weathered to a maximum depth of 200 meters. A series of north-south trending faults occur that are the feeders to the Sadiola
mineralization. As a result of an east-west regional compression event, deformation occurs along a north-south striking marble-
greywacke contact, increasing the porosity of this zone. North-east striking structures which intersect the north-south contact
have introduced mineralization, mainly with the marble where the porosity was greatest. The Sadiola Hill deposit generally
consists of two zones, an upper oxidized cap and an underlying sulfide zone. From 1996 until 2002, shallow saprolite oxide ore
from the Sadiola Hill pit was the primary ore source. Since 2002, the deeper saprolitic sulfide ore has been mined and in future
will progressively replace the depleting oxide reserves.

Safety: Overall safety performance improved at Sadiola with an LTIFR for the year of 0.87 per million hours worked
(2007: 1.11). There were no fatalities during the year. Sadiola achieved OHSAS 18001:1999 certification in March 2008 after a
successful certification audit.
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Operating review: Attributable production rose by 23 percent in the year to 172,000 ounces (2007: 140,000 ounces). The
major contributor was the improved recovery rates achieved after commissioning of the gravity circuit in December 2007. The
new circuit configuration had a major impact on both sulfide and oxide ore recoveries during 2008. Major mechanical
breakdowns in the milling section during the second and third quarters were offset by changing the feed blend to the plant to
include more high grade sulfide material.

Total cash costs declined by 3 percent to $401 per ounce (2007: $414 per ounce), largely owing to the increased level of
production with the resultant economies of scale and a decrease in the consumption of reagents given the change in the ore
blending process. The inflationary pressures of higher fuel, reagents and mining contract costs were mitigated by increased
prod uction.

Total capital expenditure of $8 million – attributable $3 million compared to 2007 capital expenditure of $16 million or an
attributable $6 million.

Growth prospects: The review of various options to improve current assumptions in the Deep Sulfide Project continues. The
review is focused on the mining method to be implemented, scale, energy consumption, and metallurgical recovery so as to
convert the vast indicated resource below the main pit into a reserve. A significant improvement was made in the
understanding of sulfide ore recovery in 2008, and the commissioning of the new gravity circuit at the concentrator at the end of
2007.

Operating and production data for Sadiola
2008                          2007                          2006
Pay limit (oz/t)
0.07                          0.08                            0.06
Pay limit (g/t)
2.18
2.46
1.98
Recovered grade (oz/t)
0.100
0.081
0.094
Recovered grade (g/t)
3.42
2.76
3.22
Gold production (000 oz) 100 percent
453
369
500
Gold production (000 oz) 38 percent
172
140
190
Total cash costs ($/oz)
(1)
401
414
268
Total production costs ($/oz)
(1)
587
479
363
Capital expenditure ($ million) 100 percent
8
16
11
Capital expenditure ($ million) 38 percent
3
6
4
Employees
(2)
634
618
589
Outside contractors
(2)
876
911
705
(1)        Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures,
            see “Item 5A.: Operating results – Total cash costs and total production costs”.
(2)        Average for the year.


Yatela (attributable 40 percent)

Description: Yatela is situated some 25 kilometers north of Sadiola and approximately 50 kilometers south-south-west of
Kayes. This is a single pit operation. The ore mined is treated at a heap-leach pad together with carbon-loading. The carbon is
then eluted and the gold smelted at nearby Sadiola.

Geology: Yatela mineralization occurs as a keel-shaped body in Birimian metacarbonates. The ‘keel’ is centered on a fault
which was the feeder for the original mesothermal mineralization, with an associated weakly mineralized diorite intrusion.
Mineralization occurs as a layer along the sides and in the bottom of the ‘keel’. The ore dips almost vertically on the west limb
and more gently towards the west on the east limb, with tight closure to the south.

Safety: Overall safety performa nce regressed considerably at Yatela with an LTIFR for the year of 1.15 per million hours
worked (2007: 0.39). There were no fatalities during the year. Yatela achieved OHSAS 18001 certification in March 2008 after
a successful certification audit.
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81
Operating review: Attributable gold production at Yatela declined by 45 percent to 66,000 ounces for the year (2007:
120,000 ounces). The main reason for this decline in production was a marked decrease in head grade owing to
underperformance of Pushback 5, which led to lower grade ore being supplied for stacking at the heap-leach pads. Yatela
successfully changed the mining contractor employed at the mine during the year.

Total cash costs rose from $300 per ounce in 2007 to $621 per ounce in 2008, a result of the significantly reduced levels of
production, weaker dollar against the euro and higher fuel and reagent prices.

Capital expenditure of $8 million (attributable $3 million) in 2008 was spent mostly on the construction of additional leach pads
(2007: $5 million - attributable $2 million).

Operating and production data for Yatela
2008                          2007                          2006
Pay limit (oz/t)
0.04                           0.04                           0.06
Pay limit (g/t)
1.34
1.37
1.79
Recovered grade (oz/t)
0.078
0.101
0.120
Recovered grade (g/t)
2.66
3.46
4.12
Gold production (000 oz) 100 percent
165
301
352
Gold production (000 oz) 40 percent
66
120
141
Total cash costs ($/oz)
(1)
621
300
241
Total production costs ($/oz)
(1)
636
342
326
Capital expenditure ($ million) 100 percent
8
5
3
Capital expenditure ($ million) 40 percent
3
2
1
Employees
(2)
305
265
203
Outside contractors
(2)
583
638
675
(1)     Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures,
         see “Item 5A.: Operating results – Total cash costs and total production costs”.
(2)      Average for the year.

Morila (attributable 40 percent)

Description: The Morila mine is situated some 180 kilometers by road south-east of Bamako, the capital of Mali. Open-pit
mining takes place at five pushbacks within one pit. On completion, the Morila pit will be approximately 1.4 kilometers by
1 kilometer and up to 240 meters deep. The plant, which is based on a conventional carbon-in-leach (CIL) process with an
upfront gravity section to extract the free gold, has throughput capacity of 4.2 million tonnes per annum. The Morila mine is
managed by AngloGold Ashanti’s joint venture partner, Randgold Resources Limited.

Geology: Morila is a mesothermal flat lying shear-zone hosted deposit which, apart from rising to the surface in the west
against steep faulting, lies flat. The deposit occurs within a sequence Birimian metal-arkoses of amphibolite metamorphic
grade. Mineralization is c haracterized by silica-feldspar alteration and sulfide mineralization consists of arsenopyrite, pyrrhotite,
pyrite and chalcopyrite.

Safety: Safety is under the control and management of Randgold Resources Limited.

Operating review: Attributable gold production at Morila decreased 6 percent to 170,000 ounces (2007: 180,000 ounces), as
a result of changes in the geological model. Closely drilled grade control holes did not confirm the high grades scheduled from
the resource, and as a result, lower grades than planned were fed to the processing plant. Volumes mined were 20 percent
lower in 2008 as compared to 2007, due to the mining of the relatively narrower areas at the final limits of the pit.

Total cash costs increased by 27 percent from $333 per ounce in 2007 to $424 per ounce in 2008, a result of the reduced
levels of production, a weakening in the dollar against the euro, and significant increases in fuel, mining contractor and certain
reagent costs.

Capital expenditure was $3 million (attributable $1 million) in 2008 compared to $1.3 million or $0.5 million attributable in 2007.
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82
Operating and production data for Morila
2008                          2007                          2006
Pay limit (oz/t)
0.06                           0.08                           0.08
Pay limit (g/t)
2.17
2.46
2.41
Recovered grade (oz/t)
0.090
0.098
0.113
Recovered grade (g/t)
3.08
3.36
3.88
Gold production (000 oz) 100 percent
425
450
517
Gold production (000 oz) 40 percent
170
180
207
Total cash costs ($/oz)
(1)
424
333
266
Total production costs ($/oz)
(1)
500
406
367
Capital expenditure ($ million) 100 percent
3
1.3
3
Capital expenditure ($ million) 40 percent
1
0.5
1
Employees
(2)
605
498
500
Outside contractors
(2)
1,098                         1,188                         1,075
(1)     Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures,
         see “Item 5A.: Operating results – Total cash costs and total production costs”.
(2)     Average for the year.
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83
NAMIBIA


AngloGold Ashanti has one wholly-owned gold
mining operation in Namibia, Navachab. In 2008,
Navachab produced 68,000 ounces of gold,
equivalent to 1 percent of group production compared
to 80,000 ounces of gold, equivalent to 1 percent of
group production in 2007.


Description: The Navachab mine is situated near
Karibib and 170 kilometers north-west of Windhoek in
Namibia, on the south western coast of Africa.
Navachab is an open-pit mine and its processing
plant, with a production capacity of 120,000 tonnes
per month, includes mills, carbon-in-pulp (CIP) and
electrowinning facilities. The Navachab gold plant
has a capacity of 110,000 tonnes per month.

Geology: The Navachab deposit is hosted by
Damaran greenschistam-phibolite facies, calc-
silicates, marbles and volcanoclastics. The rocks
have been intruded by granites, pegmatites and 
(quartz-porphyry dykes) aplite and have also been deformed into a series of alternating dome and basin structures. 
The mineralized zone forms a sheet-like body which plunges at an angle of approximately 20 degrees to the 
north-west. The mineralization is predominantly hosted in a sheeted vein set (±60 percent) and a replacement skarn 
body (±40 percent). The gold is very fine-grained and associated with pyrrhotite, and minor to trace amounts of pyrite, 
chalcopyrite, maldonite and bismuthinite. Approximately 80 percent of the gold is free milling.

Safety: Safety, health and the environment are matters of key importance at Navachab. In 2008 the mine was both fatality and
lost-time injury free. The improvement in safety performance was a highlight of 2008, and maintaining this track record is an
aim of management.

Operating review: Gold production at Navachab declined by 15 percent to 68,000 ounces in 2008 from 80,000 ounces in
2007, largely a result of the significant production challenges encountered. This included the substantially reduced availability
of drilling machines, with respect to both performance and capacity which affected mining throughput, as well as the shortage
of skills which contributed to a decrease in tonnes broken for the year. In addition, underperformance at the North Pit 2 satellite
pit, which had a budgeted contribution of 31 percent to plant feed, affected overall mine produ ction negatively. The decrease in
tonnes mined affected stockpile volumes and values, resulting in decreased mine flexibility and a decline in grades.

Unit cash costs increased significantly, up 18 percent to $559 per ounce, as compared to $475 per ounce achieved in 2007,
the result of increases in the cost of labor, diesel and explosives, and compounded by the decline in gold production.

Capital expenditure for the dense media separation (DMS) plant was approved in 2008. Construction and commissioning of the
DMS plant will begin in 2009, and the benefits resulting from its use will be realized from 2010 onwards.

Growth prospects: Expansion work on the eastern pushback continues and the additional work on the superpit, which
involves the expansion of the hanging-wall of the main orebody, is a key aspect of the plan. The dense media separation
(DMS) plant is to be incorporated into the mine's processing facilities at a cost of $4.5 million ($17 million w as spent on this
plant in 2008), and it is expected that this will improve production levels.
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Operating and production data for Navachab
2008                          2007                          2006
Pay limit (oz/t)
0.04                           0.04                           0.04
Pay limit (g/t)
1.29
1.22
1.29
Recovered grade (oz/t)
0.042
0.046
0.053
Recovered grade (g/t)
1.43
1.56
1.81
Gold production (000 oz) 100 percent
68
80
86
Total cash costs ($/oz)
(1)
559
475
349
Total production costs ($/oz)
(1)
632
525
407
Capital expenditure ($ million) 100 percent
12
6
5
Employees
(2)
482
409
313
Outside contractors
(2)
–
–                                –
(1)     Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures,
         see “Item 5A.: Operating results – Total cash costs and total production costs”.
(2)     Average for the year.


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85
TANZANIA
AngloGold Ashanti has one gold mining operation in
Tanzania, Geita, which produced 264,000 ounces of
gold in 2008, equivalent to 6 percent of group
production and 327,000 ounces of gold, equivalent to
6 percent of group production in 2007.

Geita

Description: The Geita gold mine is situated
80 kilometers south-west of the town of Mwanza in
the north-west of Tanzania. The Geita gold deposit is
an Archaean mesothermal orebody, largely hosted in
a banded ironstone formation. It is a multiple open-pit
operation with further underground potential which is
currently serviced by a 5.2 million tonnes per annum
carbon-in-leach (CIL) processing plant.

Geology: Geita is an Archaean mesothermal mainly
BIF-hosted deposit. Mineralization is located where
auriferous fluids, which are interpreted to have
moved along shears often on BIF-diorite conta cts,
reacted with the BIF. Some lower-grade
mineralization can occur in the diorite as well (usually
in association with BIF-hosted mineralization), and
approximately 20 percent of the gold is hosted in the
diorite.

Safety: Geita Gold Mine is OHSAS 18001 certified. The lost-time injury frequency rate for 2008 was 0.86 per million hours
worked (2007: 0.68). No fatalities were recorded during the year.

Operating review: Production at Geita declined by 19 percent from 327,000 ounces in 2007 to 264,000 ounces in 2008. Lack
of access to higher-grade orebodies following the collapse of the Nyankanga Pit in the first quarter of 2007 continued to have
an effect on recovered grades which declined to 1.92g/t. Process plant throughput was seriously affected by a 30-day
shutdown of the SAG mill during part of September and October resulting in a halving of production for that period.

Global inflation impacted the entire business. Major contributors to the 30 percent increase in total cash costs of $814 per
ounce (2007: $627 per ounce) included lower production, the price of oil, which affected o n-site power generation and the
running costs of heavy earth-moving equipment, as well as that of spares and reagents. Although a substantial increase in
basic salaries was enforced, the total number of employees was reduced through natural attrition by 9 percent for the year with
further consolidation of functions envisaged in the future. In addition, a fourth shift was introduced in the production arena,
which had the effect of reducing overtime requirements by some 90 percent.

Capital expenditure was $53 million (2007: $27 million).

Growth prospects: Exploration - Exploration activities during 2008 focused on strike additions at the Area 3, Star & Comet,
Kalondwa Hill and Lone Cone deposits, together with the detection of regolith gold anomalies below laterite cover via air core
drilling at Matandani NW. Results suggest the potential for a 1.7 kilometer zone of gold mineralization on-strike at Area 3, and
infill drilling to pr ove up the resource continues. To assist future exploration, an airborne geophysics survey of the areas
covered by Geita’s licenses and adjacent prospecting licenses started in the third quarter. Early interpretation of transient
electromagnetic data defined several targets which will be followed up in 2009. During the third quarter of 2008, an intense
program of advanced grade control was completed at Nyankanga cut 5 to increase confidence in the production forecast for
2009.

Growth prospects: New pits - While the Star & Comet pit was commissioned during 2008, the Lone Cone pit was depleted.
Pushback 5 in the Nyankanga pit will start yielding ore during the first quarter of 2009, together with the Star & Comet; these
two pits will be the main sources of ore in 2009. The Geita Hill pit will provide the background tonnes, albeit at a much lower
grade.
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Growth prospects: Metallurgy - Test work continues to identify processing options regarding the refractory ore from
Matandani and Kukuluma.

Operating and production data for Geita

2008                         2007                          2006
Pay
limit
(oz/t)
0.10                         0.09                            0.13
Pay
limit
(g/t)
3.10                         3.04                            4.16
Recovered
grade
(oz/t)
0.056                       0.059                          0.049
Recovered
grade
(g/t)
1.92                          2.01                           1.68
Gold production (000 oz)
264
327
308
Total cash costs ($/oz)
(1)
814                           627                           630
Total production costs ($/oz)
(1)
1,004                           817                           766
Capital expenditure ($ million)
53
27
67
Employees
(2)
2,130                        2,304                        2,043
Outside contractors
(2)
986
922
1,177
(1)     Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures,
         see “Item 5A.: Operating results – Total cash costs and total production costs”.
(2)     Average for the year.
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87
UNITED STATES OF AMERICA

Cripple Creek & Victor Gold Mining Company
(CC&V) is AngloGold Ashanti's sole active
operation in the United States. In 2008, Cripple
Creek & Victor produced 258,000 ounces of gold, or
5 percent of group production compared to
282,000 ounces of gold, or 5 percent of group
production in 2007.

Cripple Creek & Victor

Description: Located in the State of Colorado in
the United States, CC&V's Cresson mine is a low-
cost, open-pit mining operation which treats the ore
mined by means of a heap-leach pad, which is one
of the largest in the world. Production began in
1994.

CC&V is a joint venture in which two AngloGold
Ashanti entities now collectively own 100 percent
after the successful acquisition, effective
July 1, 2008, of Golden Cycle Gold Corporation,
which previously held a 33 percent interest in
CC&V. On January 14, 2008, AngloGold Ashanti
announced the execution of an agreement to acquire 100 percent of Golden Cycle Gold Corporation, thus consolidating
100 percent ownership of CC&V. The closing of that transaction was completed with effect July 1, 2008, after approval by
Golden Cycle Gold Corporation's shareholders, the satisfaction of certain closing conditions, and the receipt of all necessary
regulatory approvals.

Geology: The district of Cripple Creek is centered on an intensely altered alkaline, Tertiary-aged, diatreme-volcanic, intrusive
complex, approximately circular in shape covering 18.4 square kilometers and surrounded by Precambrian rocks. The
Precambrian rocks consist of biotite gneiss, granodiorite and quartz monzonite and granite.

The intersection of these four units and regional tectonic events formed an area of regional dilation which subsequently
facilitated the formation of the volcanic compl ex. The majority of the complex then in-filled with the eruptive phase Cripple
Creek Breccia host rock. This complex was subsequently intruded by a series of intrusive dykes and sills that include syenites,
phonolites, phonotephrites and lamprophyres. These intrusives occupy all of the dominant district structural orientations.
District structures are generally near vertical and strike north-north-west to north-east. These structures acted as primary
conduits for the late-stage gold mineralizing solutions. Higher grade pods of mineralization occur at structural intersections
and/or as sheeted veins along zones of strike deflection. High-grade gold mineralization is associated with K-feldspar + pyrite
+/- carbonate alteration and occurs adjacent to the major structural and intrusive dyke zones. The broader zones of
disseminated mineralization occur primarily as micro-fracture halos around the stronger alteration zones in the more permeable
Cripple Creek Breccia wall roc ks.

The average depth of oxidation is 120 meters and is also developed along major structural zones to even greater depths.
Individual orebodies can be tabular, pipe-like, irregular or massive. Individual gold particles are generally less than 20 microns
in size and occur as native gold with pyrite or native gold after gold-silver tellurides. Gold occurs within hydrous iron and
manganese oxides and as gold-silver tellurides. Silver is present but is economically unimportant. Gold mineralization can be
encapsulated by iron and manganese oxides, pyrite, K-feldspar alteration and quartz.

Safety: The LTIFR for 2008 was 4.83 per million hours worked (2007: 2.53) and there were no fatalities during the year.

Various safety programs (e.g. DuPont Safety Training (STOP) program in 2003, risk-based safety management system in
2005, and extension of the STOP program, called Train the Trainers, in 2007) have been implemented to continue to enhance
safety p erformance at CC&V. A cultural assessment of the workforce by SAFEmap was initiated in 2008 with risk identification
classes beginning in the latter part of 2008 and continuing into early 2009. The SAFEmap system will be adapted for use as the
safety program at CC&V.
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Operating review: In 2008, production at CC&V fell 9 percent to 258,000 ounces from 282,000 ounces in 2007. A total of
24.4 million tonnes were placed on the heap-leach pad. The decline in production was principally a result of the slow
percolation in the gold-bearing leach in the leach pad as a result of the greater distance over which the gold-bearing-leach
solution had to be transported from the higher stacked ore to the leach-pad liner. This decline was compounded by a lack of
alkalinity at depth that was identified from the 2008 pad drilling program. This deficiency caused solubilized gold to precipitate
at depth. An initiative to increase alkalinity by increasing caustic and lime addition over the pad began in the second half of
2008 and will continue into 2009. Given the size of the pad, recovery of precipitated gold is expected to continue for the next
two years.

Overall, t here was an increase in total cash costs of 15 percent to $310 per ounce (2007: $269 per ounce), mainly as a result
of rising commodity costs, and of diesel fuel in particular. A decrease in costs due to lower contractor costs was diminished by
increases in fuel costs as oil prices hit record levels on global markets.

Capital expenditure for the year amounted to $27 million (2007: $23 million).

Growth prospects: CC&V was successful in being granted the required permits from the State of Colorado and Teller County
for a mine-life extension that includes the development of new sources of ore and an extension to the heap-leach facility. The
approvals extend the operation of the expanded valley leach facility and the chemical closure activities.

Development drilling has further defined areas of interest for which engineering analysis and permitting requirements will be
evaluated in a pre-feasibility study to be commissioned in 2009.

Cripple Creek & Victor – Summary of metallurgical operations
Gold plants
Capacity (000
tonnes/month)
-
crushed ore production
1,739
-
total ore production
1,796
-        solution processed
2,371


Operating and production data for Cripple Creek & Victor operations
2008
(3)
2007                        2006
Pay limit (oz/t)
0.01                         0.01                         0.01
Pay limit (g/t)
0.34
0.34
0.34
Recovered grade (oz/t)
0.014
0.016
0.016
Recovered grade (g/t)
0.49
0.53
0.54
Gold production (000 oz)
258
282
283
Total cash costs ($/oz)
(1)
310
269
248
Total production costs ($/oz)
(1)
643
521
498
Capital expenditure ($ million)
27
23
13
Employees
(2)
350
338
325
Outside contractors
(2)
71
67
44
(1)     Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures,
         see “Item 5A.: Operating results – Total cash costs and total production costs”.
(2)     Average for the year.
(3)     Remaining 33 percent shareholding acquired effective July 1, 2008.
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89
GLOBAL EXPLORATION

Total exploration expenditure in 2008 amounted to $183 million (including equity accounted joint ventures). The main aim of
both the greenfield and brownfield exploration programs is to identify new attributable mineralized material.

Greenfields exploration

Greenfield exploration activities were undertaken in six countries – Australia, China, Colombia, the Democratic Republic of
Congo (DRC), the Philippines and Russia – during 2008. A total of 304,371 meters of diamond, reverse circulation, and aircore
drilling was completed in testing existing priority targets and in the delineation of new targets in Australia, Colombia, Russia,
the DRC and China (refer to figure below).

Greenfield activities in Russia, China and the Philippines were undertaken predominantly through joint ventures and strategic
alliances. While the discovery of new long-life, low-cost mines remains the principal aim of the greenfield exploration program,
AngloGold Ashanti is also committed to maximizing shareholder value by divesting those exploration assets that do not meet
its internal growth criteria and by opportunistically investing in prospective junior explor ation companies.


Colombia

Drilling and modeling at La Colosa has rapidly
defined a gold porphyry system with a grade of
more than 0.3 g/t Au extending over a strike
length in excess of 1,500 meters and a width of
600 meters.

Based on present drilling and geochemical
observations, the La Colosa mineralization
systems, including the La Belgica sector, remain
open to the north, south and east. Various
additional targets immediately surround the
known La Colosa mineralization. This is the first
significant gold porphyry discovery in the
Colombian Andes, where AngloGold Ashanti has
first mover advantage with granted and
application tenements covering an area of some
61,700 square kilometers.

The La Colosa drill program was suspended in
late February 2008 in order to comply with
unexpected environmental requirements. All of
the necessary documentation has been
submit ted to the relevant authorities for approval.

AngloGold Ashanti and its partners actively explored for precious and base metal deposits. In all, 294 targets were generated
by systematic exploration in an area covering 4.2 million hectares, on 408 mineral tenement contracts, joint venture partner
B2Gold Corp. continued delineation drilling at Gramalote, first phase drilling at Quebradona and continued reconnaissance and
drill target definition work in three departments in Colombia. Mineros S.A. drilled one target in Antioquia and conducted
reconnaissance and drill target definition work at two other targets within the Segovia joint venture in the Antioquia department.
Significant results were released from the Quebradona gold-copper porphyry project.

On receipt of all assay and geological data for the AngloGold Ashanti/B2Gold JV Quebradona drilling program, AngloGold
Ashanti has a period of 30 days in which to decide on its level of futur e participation in the project (49 percent, 51 percent or
65 percent interest). Glencore International remained focused on early stage exploration and conducted airborne geophysical
surveys within joint venture areas.

AngloGold Ashanti activities during the year also included flying in-house airborne magnetometry and radiometric surveys for a
total of 11,463 line kilometers.
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90
Democratic Republic of Congo

Exploration activities undertaken on the 10,000
square kilometer Concession 40 (AngloGold
Ashanti 86.22 percent and OKIMO 13.78 percent)
mineral claim that encompasses most of the Kilo
greenstone belt and which remains largely
unexplored by modern methods, included both
regional work and additional drilling at and around
the Mongbwalu area. Around Mongbwalu,
detailed surface mapping and data integration are
enhancing understanding of the immediate area's
potential. At the Issuru prospect, located
approximately 4 kilometers north of Mongbwalu,
drilling defined potential economic mineralization
over a strike length of approximately 800 meters
and a width of up to 450 meters.


Regional exploration activities focused around four main areas including Lodjo, Bunia West, Mount Tsi and Petsi, all of which
are all located within 50 kilometers of the Mongbwalu area. Field work concentrated on detailed mapping, soil sampling and
trenching. Encouraging results were obtained from trench sampling at Lodjo. At the Petsi prospect, a 30 meter s wide potentially
gold mineralized shear zone has been identified by trenching over a distance of 1.8 kilometers. Results from infill soil sampling
define an anomaly approximately 450 meters wide and 300 meters long. Regional aeromagnetic (5,550 square kilometers) and
aerial EM surveys (1,224 square kilometers) were completed. Results of these surveys, combined with those from the regional
geochemistry programs, will provide the platform from which to fast-track regional exploration over the concession. The
findings of the DRC Minerals Review Commission have resulted in AngloGold Ashanti and the AGK joint venture engaging the
DRC government to seek resolution and secure the rights to Concession 40. Exploration activities over the Concession
40 license were suspended in November 2008 following the deteriorating security situation which led to the precautionary
withdrawal of most non-essential staff from the concession.


Russia

The formatio n of Zoloto Taigi, the AngloGold Ashanti/Polymetal strategic alliance vehicle was completed. It is anticipated that
this strategic alliance will enable AngloGold Ashanti to increase its presence in Russia by pursuing new opportunities by
participating in license auctions, acquiring equity in prospective projects and by project generation in new or less intensely
explored areas. Exploration work to increase and upgrade the resource economics at Veduga was undertaken. Trenching and
drilling at this advanced project have demonstrated strike continuation of mineralization from the south-eastern ore zone for a
further 500 meters along strike. At the recently acquired Penchenga property, regional soil geochemistry has begun. The
Bogunay project (42 square kilometers) was sold while negotiations on the sale of Anenskoye (11.8 square square kilometers)
and Aprelkovskoye (161 square kilometers) continue.

Africa

During 2008, greenfield activities in Africa c oncentrated on project reviews and regional target generation work in west, central
and east Africa.


Philippines

Final approval of the Mapawa Mineral Production Sharing Agreement (MPSA) is awaited from the Department of Environment
and Natural Resources (DENR) in Manila. Elsewhere in south-east Asia specific project reviews and project generation work
continue.

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91
China

In China, AngloGold Ashanti operates three co-operative joint ventures (CJVs) with local partners at Yili-Yunlong (Xinjiang
Province), Jinchanggou (Gansu Province) and Pingwu (Sichuan Province). During 2008, AngloGold Ashanti withdrew from the
Pingwu CJV at the time of the devastating Sichuan earthquake.

At the Jinchanggou CJV Project (Gansu Province), soil sampling on the eastern and western tenements indicated significant
extensions to known mineralization with anomalous gold-in-soils over more than a 16 kilometer strike length. Final approval for
the Jinchanggou CJV was received from the Gansu government in late June 2008. A subsequent program of diamond drilling
and trenching designed to test the 16 kilometer long gold-in-soil anomaly was completed at the Jinchanggou project in
December. Despite intersecting significant intervals of intense alteration and shearing in drilling, analytical results were
disappointing.

Results from the diamond drilling program completed in 2007 to test a conceptual porphyry target on the tenements held by the
Yili-Yunlong CJV (Xinjiang Province) returned low gold and copper results. Results of follow up work on other targets defined
by soil sampling and geological mapping, and the investigation of geochemical anomalies coincident with silica-clay alteration,
has led to the prospectivity of the area being downgraded.

An intense phase of project generation undertaken in China in 2008 resulted in tenement applications being lodged in three
provinces of China; Xinjiang, Inner Mongolia and Heilongjiang.


Australia
In mid 2008, exploration at the
Tropicana joint venture (AngloGold
Ashanti 70 percent, Independence
Group 30 percent) moved from a
focus on mineralized identification
drilling of the Tropicana-Havana
deposit within the Tropicana Gold
Project, to initial testing of targets
within potential trucking distance of
the planned operation. A large
number of discrete targets have been
identified within a 50-60 kilometer
radius of the proposed plant site (see
map).

Field mapping and rock chip sampling
at the Black Dragon and Voodoo
Child prospects identified outcropping
gold mineralization. Analysis of rock
chip sampling from Black Dragon
returned high-grade gold and silver
results. Subsequent reverse
circulation drilling has not explained
these surface results.

A large geochemical gold anomaly (3 kilometers by 1 kilometer) has been defined at the Kamikaze prospect with encouraging
results at the Tumbleweed prospect situated to the north of the area. Reverse circulation drilling returned significant results
from several other prospects including Rusty Nail and Screaming Lizard.

Initial diamond drilling at Beachcomber, approximately 200 kilometers to the south and within the Tropicana joint venture area,
intersected quartz veining with visible gold.
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92
In addition to the Tropicana joint venture area, which totals approximately 12,500 square kilometers, AngloGold Ashanti holds
100 percent of a substantial land package (approximately 6,764 square kilometers) in the Viking area. Most of the tenements in
the Viking project are recent applications, with some tenements having been granted in late 2008. Field activities will begin in
2009.

The recently acquired Bronco Plains joint venture (AngloGold Ashanti earning 50.4 percent) hosts an approximately
10 kilometer-long gold-in-soil anomaly peaking at 86 parts per billion gold. In terms of the joint venture agreement with Image
Resources, AngloGold Ashanti and Independence Group can earn a combined 72 percent interest in the project by spending
$2 million.

The Tropicana joint venture, Bronco Plains joint venture and the Viking project cover a total distance of 600 kilometers along
the marg in of the Yilgarn Craton. The substantial Tropicana discovery, numerous prospects identified by AngloGold Ashanti
and promising results reported by other explorers give credence to the Tropicana belt being a strike-extensive new gold
province.


Brownfields exploration

Brownfields exploration, aimed at identifying replacement ounces for production, was undertaken around the globe at most
current operations- with the most success being in South Africa, Australia, Ghana and Guinea.

The brownfields exploration program for 2008 was aimed at replacing ounces at current operations.


Argentina

At Cerro Vanguardia, reconnaissance drilling continued with 45 kilometers of veins being explored via 454 reverse circulation
(RC) holes. This drilling identified 17 veins for infill drilling in 2009. Infill drilling (8,075 meters RC and 11,457.5 meters diamond
drilling) extended some of the current ore shoots .

During the year , a hyperspectral survey was completed over the lease area. A new area, El Volcán, was permitted in 2008 and
initial exploration activities have commenced. Deep level drilling (+300 meters) to explore the depths of current veins for
underground potential began during the year. Initial results are encouraging.


Australia

At Sunrise Dam, exploration focused on increasing the underground mineralized area to enable increased production in 2009
and 2010 while defining long-term zones of gold mineralization up to 1.25 kilometer vertically below the mine. Additionally,
short-term opportunities for satellite open pits within the immediate mine area were also investigated. During the period, 41,417
meters of diamond core was drilled from 297 drill holes with 8,873.1 meters drilled into the deep targets.

At Boddington Gold Mine, a maximum of five diamond drill rigs were employed during the year to complete a total of
101,700 meters of drilling in 14 1 holes targeting in-pit conversion and near-pit extensions. By the end of 2008, attributable Ore
Reserves were increased by 1.1 million ounces to 6.7 million ounces of contained gold. Subsequent to year-end, AngloGold
Ashanti disposed of its interest in Boddington to Newmont.


Brazil

At Córrego do Sítio, drilling of underground deposits continued. A total of 37,865 meters were drilled from surface and
10,142 meters from underground during 2008. Furthermore, 3,482 meters of underground development, of which 1,107 meters
were on reef, was completed. Drilling concentrated on the Carvoaria, Laranjeiras and the Cachorro Bravo orebodies. Minor
drilling (2,491 meters) was completed on surface oxide deposits. At Lamego, a total of 22,782 meters were drilled from surface
and 17,632 meters from underground. Furthermore a total of 4,063 meters of underground development, of which 1,428 meters
were on reef, was completed. The drilling consisted of a combination of intermediate depth surface drilling targeted at the
extensions of the Cabeca de Pedra and Arco da Velha orebodies, underground extension drilling of Queimada and surface and
underground infill drilling at Carruagem.
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93
On December 10, 2008, the purchase of the São Bento mine was completed. This area will be the focus of significant
exploration in 2009.

At Serra Grande, the main targets for 2008 were Pequizão and Palmeiras. A total of 37,000 meters of diamond drilling was
completed.


Ghana

At Obuasi, drilling for the Deeps project below 50 Level continued with the areas below KMS and Adansi Shafts being targeted
from 50 Level. Active exploration continued above 50 Level.

At Iduapriem, drilling for the year consisted of conversion drilling at Ajopa with a combination of RC (10,765 meters) and
diamond drilling 3,127 meters). The program was completed in December and sampling and logging of the diamond core is
currently being completed.


Guinea

At Siguiri, early stage exploration in the form of gridded geochemical sampling was conducted in B lock 1 (Eureka North –
Kantinian corridor and Sintroko South), Block 2 (Manguity and Saraya South), the Naboun Block (28 kilometers north of the
mine) and the Corridor Block (11 kilometers from the mine). Reconnaissance air core drilling was undertaken at Satiguia,
Manguity (35 kilometers west of the mine), Kouremale (Block 4) and Kolita-Kounkoun (Block 3). Delineation drilling was
conducted at Saraya (55 kilometers west of the mine), while conversion drilling was completed at Sintroko South (8 kilometers
south of the mine) and infill drilling was completed on the margins of the Séguélen (Kintinian) project.

A major review of the geology of Block 1 conducted during the year indicated significant upside to the mineralization. A project
has been launched to remodel the area while at the same time drilling out areas of postulated strike and dip extensions to
mineralization. Initial drilling of hard rock mineralization below the current pits has provided posi tive results and this drilling will
continue in 2009.


Mali

At Morila, only minor field work was conducted during the year with some pitting and trenching. However, a significant amount
of core logging and pit mapping was completed. This led to a revised geological model, including lithological overview, tectonic
setting and magmatism, being developed during the year. A revised exploration program proposal is now under consideration.

At Sadiola, exploration work in 2008 concentrated on testing targets defined in the 2007 exploration workshop. A total of seven
targets were tested (15,978 meters air core and 5,164 meters of diamond drilling).

Phase 9 of deep sulfide drilling was carried out to the north of the main pit to test the continuity of the mineralization intersected
by previous drilling to the south. A total of 11 diamond holes were drilled (4,420 meters). This was followed by the Phase 10
drilling program which was undertaken t o collect samples for metallurgical test work. This drilling program comprised seven
long holes and 12 wedges drilled from outside the main pit, and seven short holes inside of the pit (6,118 meters).

Sulfide reconnaissance drilling (2,125 meters) was done at the FE4 pit. The program was initiated to collect geological and
structural information as well as to test for the possibility of sulfide mineralization.

Delineation drilling was conducted at Lakanfla East (5,650 meters) and Sekokoto SE (1,562 meters and conversion drilling was
concentrated at Sekokoto Main (6,515 meters) and FE3S – Gap Area (6,368 meters).

A geophysical survey ground penetration radar test (GPR) was done between FE3 and FE4 to test the efficacy of this method
in predicting the thickness of the laterite cover.
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94
At Yatela, a number of boreholes were drilled to test the continuity of the north-west extension mineralization at depth
(1,107 meters). Reconnaissance drilling (4,632 meters) at Donguera indicated some thin mineralized zones. At Dinguilou, a
small conversion program was completed (3,674 meters) and the definition program was completed at year-end. Two small
areas of Alamoutala were infill drilled (3,978 meters) after optimization of the pit showed upside potential. An infill program was
completed at Niamoulama Hill late in December and results are still outstanding. A program to explore gravity lows in the
vicinity of Yatela was started and two holes (218 meters) were completed by year-end.


Namibia

At Navachab, geochemical soil sampling was conducted over the footwall of the Mon Repos Thrust zone (200 samples), the
Zebra target (1,762 samples) and the Ostrich and Giraffe targ ets. Stream sediment sampling was completed over the
Okondura license area with disappointing results. Some initial drilling was completed at the Steenbok and Starling targets.
Conversion drilling (15,426 meters) was completed in two phases at Anomaly 16, and at Gecko 11, 868 meters was drilled and
additional conversion drilling (29,376 meters) was completed around the Main Pit and North Pit 2. A Spectrum electromagnetic
survey was flown in November 2008.


South Africa

Surface drilling continued in the Project Zaaiplaats area, where the target is the Vaal Reef.

A long deflection to the east is in progress in MZA9. The deflection reached a depth of some 2,941 meters when technical
issues stopped the advance of the hole. The drilling contractors are trying to reopen the hole.

MMB5 is drilling in the north-west of the main Zaaiplaats block. Due to in hole problems a new deflection was started at
1,702 meters. By the end of the year, the long deflection had reached a depth of 3,172.55 meters. The Vaal Reef was not
intersected as expected, due to faulting. Further deflections will be drilled in 2009.

A new hole, MGR8, was started during the year and continued with record excellent advances. By the end of the year the hole
had advanced to a depth of nearly 1,596 meters.

Two surface boreholes in the Moab North area continued drilling into 2008. The targets were proposed Vaal Reef blocks in a
poorly defined, structurally complex area, north of the 'Middle Mine' area. MCY5 reached a depth of 3,129.49 meters. The Vaal
Reef was not intersected, but the geological information from the hole was used to define a revised and more complex
structural model.

Borehole MCY4 obtained a faulted C Reef intersection at some 2,823 meters. By year-end, the long deflection in MCY4 had
reached a depth of almost 3,003 meters.

Borehole G55 at Tau Lekoa was drilled to follow up on G54. The hole was stoppe d at 1,513 meters, having intersected a large
fault at 1,384 meters.


Tanzania

At Geita, exploration activities focused on data compilation and re-interpretation, and target generation. This work was
supplemented by two major geophysical airborne surveys: a high-resolution AeroTEM survey and a high-resolution airborne
magnetic survey. A major exploration workshop was held on site and involved technical specialists from greenfields
exploration. The outcome of this workshop was a revision to the 2009 program.

During the year, reconnaissance drilling was completed at Nyakabale West where six diamond holes were drilled
(1,555 meters). At Matandani, 45 air core holes (4,080 meters) were drilled to investigate the possibility of the Matendani
mineralization being developed further to the north-west. A total of 27 reverse circulation holes (2,498 meters) were drilled on
the Nyankumbu license area. A small follow up program was drilled (4,01 5 meters) at Star and Comet after sterilization drilling
showed an anomalous intercept. No continuity of mineralization could be determined.

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95
United States

At Cripple Creek & Victor in Colorado, drilling continued during the year and concentrated on the Main Cresson area, North
Cresson, Schist Island, Wild Horse, Squaw Gulch and an area near the old Victor Pads. Exploration drilled a total of
85,923 meters in 416 holes.

A high-grade study which included close-spaced drilling on several targets and a selective mining test of one of the zones was
started. The results were encouraging as drilling on tighter centers raised the average grade of two out of three targets and the
selective mining test showed the high-grade zones could successfully be predicted, modeled and mined.



ORE RESERVES

Ore Reserve estimates are reported in accordance with the requirements of the SEC’s Industry Guide 7. Accordingly, as of the
date of reporting, all Ore Reserves are planned to be mined out under the life-of-mine plans within the period of AngloGold
Ashanti’s existing rights to mine, or within the renewal periods of AngloGold Ashanti’s rights to mine. In addition, as of the date
of reporting, all Ore Reserves are covered by required permits and governmental approvals. See “Item 4B.: Business
overview”.

AngloGold Ashanti has standard procedures for the estimation of Ore Reserves. These standard procedures are performed by
technical personnel at the mining operations and reviewed by regional and corporate competent persons.

In the case of its underground mines, the procedure is as follows: Firstly, gold content and tonnage are estimated for in-situ
mineralized material at a mining operation. This mineralized material is not necessarily economically viable. Exclusions on the
grounds of safety (for example, stability pillars, shaft pillars) are then defined. Grade and tonnage curves specific for each of
the deposits, in conjunc tion with the cost structure, yield, mine call factor, gold price estimates are used to determine an
optimal mining mix. This process facilitates the determination of the average grade to be mined by each operation. This grade
is then applied to the grade-tonnage curves, which in turn facilitates the determination of the cut-off grade and Ore Reserve
tonnage for the operation. A full mine design is carried out on the blocks of mineralized material, excluding large mining areas
that do not meet the cut-off grade criterion. This mining plan is reviewed to ensure that it satisfies the economic criterion and
practical limitations of access and timing. If the review process is positive then the mineralized material (with dilution) included
in the mining plan is declared and published as the Ore Reserve for that operation.

In the case of open-pit mines the procedure is as follows: revenue and costs are calculated for each mining block within a
three-dimensional model of th e orebody using assumed values for gold price, operating costs and metallurgical recoveries. An
optimization process is then applied to determine the combination of blocks within the model that make a positive contribution
under these assumptions. Block selection is within a shell whose limits are defined by the planned slope angles of the pit.
Within this process, a cut-off grade is applied which determines the ore blocks to be treated and included in the Ore Reserves.
These blocks are scheduled with consideration being given to practical mining considerations and limitations. Scheduled ore
blocks that are classified as Proven or Probable constitute the Ore Reserve.

The gold price and exchange rate used for 2008 and 2007 Reserves are outlined in the following table.
2008
(3 year
average)
2008
(Business
Plan)
2007
(3 Year
average)
Units
Reserve Gold Price
730
720
582
US$/oz
Exchange Rate – South Africa
7.20
8.67
6.72
ZAR/US$/
Exchange Rate – Australia
0.83
0.80
0.78
US$/ Aus$
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96
The Ore Reserves determined from the planning process were then tested for economic viability at the three-year historical
average gold price and currency exchange rates shown in the above table for determining SEC compliant Ore Reserves. The
resultant SEC compliant Proven and Probable Ore Reserves are shown in the following pages.

In Australia and South Africa, AngloGold Ashanti is legally required to publicly report Ore Reserves and Mineral Resources
according to the Australasian Code for Reporting of Mineral Resources and Ore Reserves (JORC 2004) and the South African
Code for Reporting of Mineral Resources and Ore Reserves (SAMREC 2000). The SEC’s Industry Guide 7 does not recognize
Mineral Resources. Accordingly, AngloGold Ashanti does not report estimates of Mineral Resources in this annual report on
Form 20-F.

The 2008 Ore Reserve increased by 7.2 million ounce s before the subtraction of depletion. After a depletion of 5.9 million
ounces, the net increase is 1.3 million ounces to give a total Ore Reserve of 73.5 million ounces.

A gold price of $720 per ounce was used for Ore Reserve estimates (2007: $600 per ounce). The change in economic
assumptions made from 2007 to 2008 resulted in the Ore Reserve increasing by 2.3 million ounces while exploration and
modeling resulted in an additional increase of 5.0 million ounces.

The principal changes in AngloGold Ashanti’s Ore Reserves as at December 31, 2008 compared with those published as at
December 31, 2007 are as follows:

Ore Reserve
Million oz
Ore Reserves as at December 31, 2007
72.2
Reductions
Geita
Mineral Resource model changes and the application of grade factors to mitigate low model
confidence; cost increases
(1.7)
TauTona
Carbon Leader ground between 123-126 levels was transferred to Mponeng. With the
change to scattered grid mining, lower value estimates resulting from increased sampling
and drilling resulted in reductions. These were partially offset by a higher mine call factor and
the inclusion of the Carbon Leader eastern block.
(1.5)
Great Noligwa
Transfer of the SV4 section to Moab Khotsong.
(1.4)
Other
Total of non-significant changes
(1.1)
Additions
Mponeng
Increased grades, the additional ground from TauTona 123-126 level and improved
economics which allowed for the mining of Blocks 3 & 5.
2.8
Obuasi
The increase is due to a revised mine design and schedule.
1.3
Boddington
The growth in Ore Reserve is due to successful drilling and a higher gold price
1.1
Siguiri
The Seguelen NW and Sintroko deposits were upgraded from Inferred to Indicated Mineral
Resource and the mining efficiency increased.
0.6
Other
Total of non-significant changes
1.3
Ore Reserves as at December 31, 2008
73.5
Rounding may result in computational differences.

AngloGold Ashanti will continue to pursue a strategy of increasing value-adding Ore Reserves through expansion projects,
brownfields and greenfields exploration and acquisition of new assets.

The Ore Reserve estimates in this document include Ore Reserves below current infrastructure in the case of certain South African,
Brazalian and Ghanaian underground mines which are in production. These Ore Reserves have been determined based upon
completed economic studies.
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97
BY-PRODUCTS

Several by-products are recovered as a result of the processing of gold Ore Reserves. These include 42.33 million pounds of
uranium from the South African operations, 639 million pounds of copper from Australia, 0.44 million tonnes of sulfur from
Brazil and 35.7 million ounces of silver from Argentina. Details of by-product Mineral Resources and Ore Reserves are given in
the Mineral Resource and Ore Reserve Report 2008, which is available on the corporate website.


EXTERNAL AUDIT OF MINERAL RESOURCE AND ORE RESERVE STATEMENT

During the course of the year and as part of the rolling audit program, AngloGold Ashanti’s 2008 Ore Reserves for the following
operations were submitted for external audit:
•       Mponeng;
•       TauTona;
•       Vaal River Surface Sources;
•       Iduapriem;
•       Navachab;
•       Sadiola; and
•       Yatela.

The company has been informed that the audit identified no material shortcomings in the process by which AngloGold
Ashanti's Ore Reserves were evaluated. It is the company's intention to continue this process so that each of its operations will
be audited every three years on average.


COMPETENT PERSONS

The information in this report that relates to Ore Reserves is based on information compiled by the Competent Persons. The
Competent Persons consent to the inclusion of Exploration Results, Mineral Resources and Ore Reserves information in this
report, in the form and context in which it appears.

During the past decade, the company has developed and implemented a rigorous system of internal and external reviews of
Exploration Results, Mineral Resources or Ore Reserves. A documented chain of responsibility exists from the Competent
Persons at the operations to the co mpany's Mineral Resource and Ore Reserve Steering Committee. Accordingly, the
Chairman of the Mineral Resource and Ore Reserve Steering Committee, VA Chamberlain, MSc (Mining Engineering),
BSc Hons (Geology), MAusIMM, assumes responsibility for the Mineral Resource and Ore Reserve processes for AngloGold
Ashanti and is satisfied that the Competent Persons have fulfilled their responsibilities.
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98
ORE RESERVES BY COUNTRY (ATTRIBUTABLE)
as at December 31, 2008
Category
Tonnes
million
Grade
(g/t)
Contained
gold
tonnes
Contained
gold
million oz
South Africa
Proven                                 12.55
8.12
101.81
3.27
Probable
198.03
4.61
913.28
29.36
Total                                  210.57
4.82
1015.09
32.64
Argentina
Proven                                    9.99
1.39
13.90
0.45
Probable
12.29
3.52
43.24
1.39
Total                                    22.27
2.56
57.13
1.84
Australia
Proven                                  67.82
1.10
74.54
2.40
Probable
214.50
0.90
192.57
6.19
Total                                  282.33
0.95
267.11
8.59
Brazil
Proven                                    7.77
6.44
50.06
1.61
Probable
7.02
5.82
40.87
1.31
Total                                    14.79
6.15
90.93
2.92
Ghana
Proven                                 56.85
4.24
240.89
7.74
Probable
36.43
3.82
139.10
4.47
Total                                    93.28
4.07
379.98
12.22
Guinea
Proven                                 56.13
0.56
31.48
1.01
Probable
67.11
1.04
69.64
2.24
Total                                 123.24
0.82
101.12
3.25
Mali
Proven                                    9.29
1.87
17.33
0.56
Probable
6.65
2.26
15.02
0.48
Total                                    15.94
2.03
32.35
1.04
Namibia
Proven                                    7.21
0.89
6.39
0.21
Probable
27.58
1.28
35.19
1.13
Total                                    34.78
1.20
41.58
1.34
Tanzania
Proven                                        –
–
–
–
Probable
44.84
3.32
148.75
4.78
Total                                   44.84
3.32
148.75
4.78
United States
Proven                                122.57
0.93
104.60
3.36
Probable
55.70
0.87
48.59
1.56
Total                                  168.27
0.91
153.19
4.93
Total
Proven                                340.17
1.88
640.97
20.61
Probable
670.16
2.46
1646.28
52.93
Total                                1010.33
2.26
2287.25
73.54
Rounding may result in computational differences.
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Ore Reserves: Imperial
At December 31, 2008
Proven Ore Reserves
(1)
Probable Ore Reserves
(1)(2)
Metallurgical
Tons
(5)
Grade            Gold
Content
(1)
Tons
(5)
Grade           Gold
Content
(1)
Recovery
Factor
(mill)
(oz/ton)
(mill
oz)
(mill)
(oz/ton)
(mill oz)
percent
South Africa
Vaal River
(6)
Great Noligwa
6.65          0.210
1.39           5.54           0.197             1.09
96.1
Kopanang
1.24          0.267
0.33          16.61          0.221             3.67
97.8
Moab Khotsong
(2)
2.05          0.295
0.60          21.09          0.319             6.72            96.7– 97.2
(4)
Tau Lekoa
0.66          0.116
0.08            0.76          0.116             0.09
97.4
West Wits
Mponeng
(2)
2.72          0.268
0.73           38.94          0.315            12.27         98.2 – 98.7
(4)
Savuka
0.06          0.185
0.01             3.90          0.192             0.75
97.5
TauTona
(2)
0.45          0.284
0.13            10.68         0.276             2.95
97.8
Surface
Surface sources
-                -                   -
120.77
0.015
1.83
48 – 91
(4)
Argentina
Cerro Vanguardia (92.5 percent)
(3)(7)
11.01          0.041
0.45            13.54        0.103             1.39
65.5 – 94.0
(4)
Australia
Boddington (33.33 percent)
(3)(8)
62.75          0.026
1.65
228.84        0.022             5.03
80.4
Sunrise Dam
12.01          0.062
0.74              7.61        0.152             1.16
76 – 94
(4)
Brazil
Brasil Mineraçáo
(9)
6.30         0.214
1.35               6.91       0.176             1.21
88 – 93
(4)
Serra Grande (50 percent)
(3)
2.26         0.116
0.26               0.85       0.119             0.10
95
Ghana
Iduapriem
33.32         0.040
1.33             25.50        0.048             1.23             94.5 – 97
(4)
Obuasi
(2)
29.34         0.219
6.42             14.66        0.221             3.25
47 – 83
(4)
Guinea
Siguiri (85 percent)
(3)
61.87         0.016
1.01             73.97        0.030             2.24
93 – 96
(4)
Mali
Morila (40 percent)
(3)
6.06         0.059
0.36               3.03        0.033             0.10            89 – 91.5
(4)
Sadiola (38 percent)
(3)
2.68         0.060
0.16               3.43        0.075             0.26
78 – 93
(4)
Yatela (40 percent)
(3)
1.50         0.026
0.04               0.88        0.142             0.12
75 – 85
(4)
Namibia
Navachab
7.94         0.026
0.21              30.40        0.037            1.13
72 – 94
(4)
Tanzania
Geita
-               -                    -
49.43
0.097
4.78
51.5 – 92.8
(4)
United States of America
Cripple Creek & Victor
124.09          0.027
3.36               61.40       0.025            1.56
50 – 77
(4)
Total
374.97          0.055             20.61
738.72        0.072          52.93
(1)     Ore Reserves include marginally economic and diluting materials delivered for treatment and allow for losses that may occur
          during mining.
(2)     Probable Ore Reserves include Ore Reserves below infrastructure. See table below.
(3)     Ore Reserves attributable to AngloGold Ashanti’s percentage interest shown.
(4)     Recovery factor varies according to ore type.
(5)     Tons refers to a short ton, which is equivalent to 2000lbs avoirdupois.
(6)     The Vaal Reef Ore Reserves include 42.33 million pounds of Uranium by-products; this can not be accounted for by individual
          mine as Great Noligwa, Kopanang and Moab Khotsong feed to a combination of plants.
(7)     The Ore Reserve contains 35.7 million ounces of silver to be recovered as a by-product.
(8)     The Ore Reserve contains 639 million pounds of copper.
(9)     0.44 million tons of sulfur will be recovered from processing the Ore Reserve.

Rounding may result in computational differences.
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100
The 2008 Probable Ore Reserves include Ore Reserves below infrastructure in the case of the following underground mines
currently in production:
Mine Tons
(millions)
Grade
(ounces/ton)
Gold Content
(million ounces)
TauTona
0.7
0.463
0.3
Mponeng
24.8
0.377
9.3
Moab Khotsong
13.1
0.273
3.6
Obuasi
4.7
0.412
1.9
Brasil Mineracao
4.6
0.180
0.8
Total
47.9
0.334
16.0
Rounding may result in computational differences.
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Ore Reserves: Imperial
At December 31, 2007
Proven Ore Reserves
(1)
Probable Ore Reserves  
(1)(2)
Metallurgical
Gold
Gold
Recovery
Tons
(5)
Grade          Content
(1)
Tons
(5)
Grade        Content
(1)
Factor
(mill)
(oz/ton)
(mill
oz)
(mill)
(oz/ton)
(mill oz)
percent
South Africa
Vaal River
(6)
Great Noligwa
10.9
0.217
2.4
7.3
0.209
1.5
96.5
Kopanang
5.9
0.243
1.4
15.1
0.193
2.9
97.6
Moab Khotsong
(2)
1.3
0.229
0.3
22.3
0.300
6.7
96.8 – 97.3
(4)
Tau Lekoa
7.3
0.036
0.3
6.8
0.022
0.1
97.1
West Wits
Mponeng
(2)
2.3
0.287
0.7
35.6
0.267
9.5
98.1 – 98.6
(4)
Savuka
0.1
0.221
0.0
3.5
0.193
0.7
97.4
TauTona
(2)
0.6
0.270
0.2
14.0
0.317
4.4
98.0
Surface
Surface sources
-
-
-
130.9
0.015
1.9
44 – 87.9
(4)
Argentina
Cerro Vanguardia (92.5 percent)
(3)(7)
1.2          0.177
0.2             8.7          0.192
1.7
95.2
Australia
Boddington (33.33 percent)
(3)(8)
62.4
0.026                 1.6
176.0
0.022               3.9
81.6
Sunrise Dam
13.2
0.068
0.9
5.7
0.128
0.7
83.5
Brazil
Brasil Mineraçáo
(9)
7.3
0.224
1.6
4.7
0.179
0.8
87 – 92.5
(4)
Serra Grande (50 percent)
(3)
2.5
0.117
0.3
0.7
0.147
0.1
90 – 97
(4)
Ghana
Iduapriem (100 percent)
(3)
40.3
0.043
1.7
14.5
0.048
0.7
94.0 – 94.4
(4)
Obuasi
(2)
35.5
0.136
4.8
16.6
0.210
3.5
25 – 81.0
(4)
Guinea
Siguiri (85 percent)
(3)
23.5
0.017
0.4
98.7
0.023
2.2
93 – 97.5
(4)
Mali
Morila (40 percent)
(3)
5.8
0.065
0.4
4.4
0.059
0.3
89 – 91.5
(4)
Sadiola (38 percent)
(3)
2.0
0.080
0.2
2.6
0.091
0.2
78 – 93
(4)
Yatela (40 percent)
(3)
2.2
0.047
0.1
0.9
0.107
0.1
75
Namibia
Navachab
6.4
0.029
0.2
30.1
0.043
1.3
73 – 93
(4)
Tanzania
Geita
6.2
0.030
0.2
68.7
0.092
6.3
43.8 – 92.8
(4)
United States of America
Cripple Creek & Victor
118.9
0.028
3.3
52.5
0.027
1.4
61
Total                                                          355.7
0.060
21.2
720.2
0.071
51.0
(1)     Ore Reserves include marginally economic and diluting materials delivered for treatment and allow for losses that may occur
          during mining.
(2)     Probable Ore Reserves include Ore Reserves below infrastructure. See table below.
(3)     Ore Reserves attributable to AngloGold Ashanti’s percentage interest shown.
(4)     Recovery factor varies according to ore type.
(5)     Tons refers to a short ton, which is equivalent to 2000lbs avoirdupois.
6)      The Vaal Reef Ore Reserves include 42.97 million pounds of Uranium by-products; this can not be accounted for by individual
          mine as Great Noligwa, Kopanang and Moab Khotsong feed to a combination of plants.
(7)     The Ore Reserve contains 31.0 million ounces of silver to be recovered as a by-product.
(8)     The Ore Reserve contains 511 million pounds of copper.
(9)     0.47 million tons of sulfur will be recovered from processing the Ore Reserve.

Rounding may result in computational differences.
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102

The 2007 Probable Ore Reserves include Ore Reserves below infrastructure in the case of the following underground mines
currently in production:
Mine
Tons (millions)
Grade (ounces/ton)
Gold Content
(million ounces)
Tau Tona
5.0
0.400
2.0
Mponeng                                                                                            19.2
0.327
6.3
Moab Khotsong
13.6
0.262
3.6
Obuasi                                                                                                  4.3
0.322
1.4
Total                                                                                                    42.1
0.314
13.3
Rounding may result in computational differences.
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103
Ore Reserves: Metric
At December 31, 2008
Proven Ore Reserves
(1)
Probable Ore Reserves
(1)(2)
Metallurgical
Tonnes
(6)
Grade
Gold
Content            Tonnes
Grade
Gold
Content
Recovery
factor
(mill)
(g/t)
(tonnes)
(mill)
(g/t)
(tonnes)
percent
South Africa
Vaal River
(5)
Great Noligwa
6.03              7.19            43.34                  5.02
6.76
33.95
96.1
Kopanang
1.12              9.16            10.30                15.07
7.58
114.22
97.8
Moab Khotsong
(2)
1.86             10.13           18.80                19.13
10.93
209.01
96.7 – 97.2
(4)
Tau Lekoa
0.60               3.98            2.37                  0.69
3.98             2.75
97.4
West Wits
Mponeng
(2)
2.47               9.17           22.66                35.32
10.80
381.49
98.2 – 98.7
(4)
Savuka
0.06               6.35             0.36                 3.54
6.60
23.35
97.5
TauTona
(2)
0.41               9.75             3.98                 9.69
9.47
91.72
97.8
Surface
Surface sources
-                    -                  -
109.56
0.52
56.78
48 – 91
(4)
Argentina
Cerro Vanguardia
(92.5 percent)
(3)(7)
9.99                1.39           13.90               12.29
3.52
43.24
65.5 – 94.0
(4)
Australia
Boddington (33.33 percent)
(3)(8)
56.93                 0.90           51.45             207.60
0.75
156.5
80.4
Sunrise Dam
10.89                 2.12           23.09                6.90
5.23
36.07                76 – 94
(4)
Brazil
Brasil Mineraçáo
5.71                 7.33           41.91                6.27
6.03
37.77                 88 – 93
(4)
Serra Grande (50 percent)
(3)
2.05                 3.96             8.12                0.77
4.07             3.13
95
Ghana
Iduapriem
30.23                  1.37           41.32              23.13
1.65
38.14               94.5 – 97
(4)
Obuasi
(2)
26.62                  7.50
199.57              13.30
7.59
100.96                  47 – 83
(4)
Guinea
Siguiri (85 percent)
(3)
56.13                  0.56           31.48              67.11
1.04
69.64                  93 – 96
(4)
Mali
Morila (40 percent)
(3)
5.50                  2.02           11.10               2.75
1.14              3.13              89 – 91.5
(4)
Sadiola (38 percent)
(3)
2.43                  2.06             5.00               3.11
2.59              8.04                 78 – 93
(4)
Yatela (40 percent)
(3)
1.36                  0.90             1.23               0.79
4.86              3.86                 75 – 85
(4)
Namibia
Navachab
7.21                  0.89              6.39             27.58
1.28
35.19                 72 – 94
(4)
Tanzania
Geita
-                       -                  -
44.84
3.32
148.75
51.5 – 92.8
(4)
United States of America
Cripple Creek & Victor
112.57                    0.93
104.60            55.70
0.87
48.59                 50 – 77
(4)
Total
340.17                    1.88
640.97          670.16
2.46
1646.28
(1)     Ore Reserves include marginally economic and diluting materials delivered for treatment and allow for losses that may occur
          during mining.
(2)     Probable Ore Reserves include Ore Reserves below infrastructure. See table below.
(3)     Ore Reserves attributable to AngloGold Ashanti’s percentage interest shown.
(4)     Recovery factor varies according to ore type.
(5)     The Vaal Reef Ore Reserves include 19.2 thousand tonnes of Uranium by-products; this can not be accounted for by individual
          mine as Great Noligwa, Kopanang and Moab Khotsong feed to a combination of plants.
(6)     Tonnes refers to a metric tonne which is equivalent to 1000 kilograms.
(7)     The Ore Reserve contains 1 109 tonnes of silver to be recovered as a by-product.
(8)     The Ore Reserve contains 0.29 million tonnes of copper.
(9)     0.44 million tonnes of sulfur will be recovered from processing the Ore Reserve.

Rounding may result in computational differences.
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104
The 2008 Probable Ore Reserves include Ore Reserves below infrastructure in the case of the following underground mines
currently in production:
Mine
Tonnes (millions)
Grade (grams/tonne)
Gold Content (tonnes)
TauTona
0.6
15.87
10.0
Mponeng
22.5
12.92
290.7
Moab Khotsong
11.9
9.37
111.2
Obuasi
4.3
14.14
60.6
Brasil Mineracao
4.2
6.18
25.9
Total
43.5
11.46
498.3
Rounding may result in computational differences.
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Ore Reserves: Metric

At December 31, 2007
Proven Ore Reserves
(1)
Probable Ore
Reserves
(1)(2)
Metallurgical
Gold
Gold
Recovery
Tonnes
(6)
Grade     Content  Tonnes     Grade       Content
Factor
(mill)
(g/t)
(tonnes)
(mill)
(g/t)
(tonnes)
percent
South Africa
Vaal River
(5)
Great Noligwa
9.9
7.45
73.9
6.6
7.17
47.5
96.9
Kopanang
5.4
8.35
44.8
13.7
6.60
90.2
97.8
Moab Khotsong
(2)
1.2
7.86               9.1           20.2
10.29            207.7
97.6
Tau Lekoa
6.6
1.24
8.2
6.2
0.75
4.6
97.0
West Wits
Mponeng
(2)
2.1
9.85             20.3           32.3         9.15           295.5
98.5
Savuka
0.1
7.57
0.5
3.2
6.62
20.9
97.2
TauTona
(2)
0.6
9.27               5.2            12.7
10.86           138.3
98.1
Surface
Surface sources
-
-
-
118.7
0.50
59.9
44 – 88
(4)
Argentina
Cerro Vanguardia (92.5
percent)
(3)(7)
1.0         6.08
6.3
7.9         6.58
52.1
95.2
Australia
Boddington (33.33 percent)
(3)(8)
56.6
0.89
50.3
159.6
0.76
122.0
82.2
Sunrise Dam
12.0
2.34
28.2
5.2
4.39
22.7
83.5 – 85
(4)
Brazil
Brasil Mineraçáo
6.6
7.69
51.0
4.3
6.12
26.1
87 – 94
(4)
Serra Grande (50 percent)
(3)
2.3
4.02
9.2
0.6
5.04
3.0
91-96
(4)
Ghana
Iduapriem (100 percent)
(3)
36.6
1.46
53.5
13.2
1.65
21.7
94.5
Obuasi
(2)
32.2
4.67           150.2           15.1         7.21            108.8            80 – 81.0
(4)
Guinea
Siguiri (85 percent)
(3)
21.3
0.59
12.6
89.6
0.77
69.2
93 – 97.5
(4)
Mali
Morila (40 percent)
(3)
5.2
2.21
11.6
4.0
2.01
8.0
89 – 91.5
(4)
Sadiola (38 percent)
(3)
1.8
2.75
4.9
2.3
3.13
7.3
80 – 94
(4)
Yatela (40 percent)
(3)
2.0
1.60
3.2
0.8
3.68
3.0
85
(4)
Namibia
Navachab
5.8
1.00
5.8
27.3
1.46
39.9
92
(4)
Tanzania
Geita
5.6
1.01
5.7
62.4
3.14
195.9
66.4 – 92.8
(4)
United States of America
Cripple Creek & Victor
107.9
0.96
103.8
47.6
0.92
44.0
60
Total                                                              322.7
2.04
658.3
653.4
2.43
1,588.2
(1)     Ore Reserves include marginally economic and diluting materials delivered for treatment and allow for losses that may occur
         during mining.
(2)     Probable Ore Reserves include Ore Reserves below infrastructure. See table below.
(3)     Ore Reserves attributable to AngloGold Ashanti’s percentage interest shown.
(4)     Recovery factor varies according to ore type.
(5)     The Vaal Reef Ore Reserves include 19.5 thousand tonnes of Uranium by-products; this can not be accounted for by individual
         mine as Great Noligwa, Kopanang and Moab Khotsong feed to a combination of plants.
(6)     Tonnes refers to a metric tonne which is equivalent to 1000 kilograms.
(7)     The Ore Reserve contains 963 tonnes of silver to be recovered as a by-product.
(8)     The Ore Reserve contains 0.23 million tonnes of copper.
(9)     0.47 million tonnes of sulfur will be recovered from processing the Ore Reserve.

Rounding may result in computational differences.
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The 2007 Probable Ore Reserves include Ore Reserves below infrastructure in the case of the following underground mines
currently in production:
Mine
Tonnes (millions)
Grade (grams/tonne)
Gold Content (tonnes)
TauTona                                                                                           4.5
13.71
62.3
Mponeng                                                                                        17.4
11.23
195.1
Moab Khotsong
12.4
8.98
110.9
Obuasi                                                                                             3.9
11.05
42.9
Total                                                                                               38.2
10.78
411.2
Rounding may result in computational differences.
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Stockpiles: Imperial

Stockpiles are previously mined ore scheduled for future process plant feed. The Proven and Probable Ore Reserves include
the following stockpile material:
Stockpiles
At December 31, 2008
Tons (million)
Grade (ounces/ton)
Gold content
(million ounces)
South Africa
Vaal River
Great Noligwa
-
-
-
Kopanang
-
-
-
Moab Khotsong
-
-
-
Tau Lekoa
-
-
-
West Wits
Mponeng
-
-
-
Savuka
-
-
-
TauTona
-
-
-
Surface
Vaal River Surface – SA MET
(2)
127.813
0.015                            1.909
West Wits Surface - SA MET
(2)
5.616
0.008                            0.043
Argentina
Cerro Vanguardia (92.5 percent)
(1)
15.954
0.019                            0.302
Australia
Boddington (33.33 percent)
(1)
0.693
0.018                            0.013
Sunrise Dam
9.346
0.049                            0.456
Brazil
Brasil Mineraçáo
-
-
-
Serra Grande (50 percent)
(1)
0.063
0.139                            0.009
Ghana
Iduapriem
2.955
0.034                            0.100
Obuasi
6.306
0.053                            0.333
Guinea
Siguiri (85 percent)
(1)(3)
61.873
0.016                            1.012
Mali
Morila (40 percent)
(1)
8.200
0.048                            0.394
Sadiola (38 percent)
(1)
2.670
0.060                            0.160
Yatela (40 percent)
(1)
1.430
0.020                            0.029
Namibia
Navachab
6.224
0.021                            0.131
Tanzania
Geita
8.312
0.030                            0.251
United States of America
Cripple Creek & Victor
-
-
-
(1) Ore Reserves attributable to AngloGold Ashanti’s percentage interest shown.
(2) Centralized operations treating material on surface that was previously generated by several underground operations.
(3) Spent heap included in Ore Reserve.

The rounding of figures and converting from metric to imperial units may result in minor computational discrepancies.
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Stockpiles: Imperial

Stockpiles are previously mined ore scheduled for future process plant feed. The Proven and Probable Ore Reserves include
the following stockpile material:
Stockpiles
At December 31, 2007
Tons (million)
Grade (ounces/ton)
Gold content
(million ounces)
South Africa
Vaal River
Great Noligwa
-
-
-
Kopanang
-
-
-
Moab Khotsong
-
-
-
Tau Lekoa
-
-
-
West Wits
Mponeng
-
-
-
Savuka
-
-
-
TauTona
-
-
-
Surface
Vaal River Surface – SA MET
(2)
130.861
0.015                             1.924
West Wits Surface - SA MET
(2)
-
-
-
Argentina
Cerro Vanguardia (92.5 percent)
(1)
0.050
0.126                             0.006
Australia
Boddington (33.33 percent)
(1)
0.161
0.024                             0.004
Sunrise Dam
10.726
0.060                             0.643
Brazil
Brasil Mineraçáo
-
-
-
Serra Grande (50 percent)
(1)
-
-
-
Ghana
Iduapriem (100 percent)
(1)
2.096
0.038                             0.079
Obuasi
(3)
9.901
0.050                             0.492
Guinea
Siguiri (85 percent)
(1)(4)
58.724
0.016                             0.961
Mali
Morila
(3)
(40 percent)
(1)
7.685
0.051                             0.391
Sadiola (38 percent)
(1)(5)
1.895
0.078                             0.148
Yatela (40 percent)
(1)
1.844
0.031                             0.057
Namibia
Navachab
4.977
0.020                             0.102
Tanzania
Geita
6.196
0.032                             0.183
United States of America
Cripple Creek & Victor
-
-
-
(1)     Ore Reserves attributable to AngloGold Ashanti’s percentage interest shown.
(2)     Centralized operations treating material on surface that was previously generated by several underground operations.
(3)     Pompora TSF removed due to economic changes.
(4)     Spent heap included in Ore Reserve.
(5)     Sulfide stockpiles removed.

The rounding of figures and converting from metric to imperial units may result in minor computational discrepancies.
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Stockpiles: Metric

Stockpiles are previously mined ore scheduled for future process plant feed. The Proven and Probable Ore Reserves include
the following stockpile material:
Stockpiles
At December 31, 2008
Tonnes (million)
Grade (grams/tonne)
Gold content
(tonnes)
South Africa
Vaal River
Great Noligwa
-
-
-
Kopanang
-
-
-
Moab Khotsong
-
-
-
Tau Lekoa
-
-
-
West Wits
Mponeng
-
-
-
Savuka
-
-
-
TauTona
-
-
-
Surface
Vaal River Surface - SA MET
(2)
115.950
0.51                             59.38
West Wits Surface - SA MET
(2)
5.094
0.27                               1.35
Argentina
Cerro Vanguardia (92.5 percent)
(1)
      14.473
0.65                               9.39
Australia
Boddington (33.33 percent)
(1)
0.628
0.63                               0.39
Sunrise Dam
8.478
1.67                             14.20
Brazil
Brasil Mineraçáo
-
-
-
Serra Grande (50 percent)
(1)
0.057
4.76                               0.27
Ghana
Iduapriem
2.681
1.16                               3.11
Obuasi
5.720
1.81                             10.36
Guinea
Siguiri (85 percent)
(3)(1)
56.130
0.56                             31.48
Mali
Morila (40 percent)
(1)
7.439
1.65                             12.25
Sadiola (38 percent)
(1)
2.422
2.06                               4.99
Yatela (40 percent)
(1)
1.297
0.70                               0.91
Namibia
Navachab
5.646
0.72                               4.07
Tanzania
Geita
7.541
1.03                               7.80
United States of America
Cripple Creek & Victor
-
-
-
(1) Ore Reserves attributable to AngloGold Ashanti’s percentage interest shown.
(2) Centralized operations treating material on surface that was previously generated by several underground operations.
(3) Spent heap included in Ore Reserve.
The rounding of figures and converting from metric to imperial units may result in minor computational discrepancies.
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Stockpiles: Metric

Stockpiles are previously mined ore scheduled for future process plant feed. The Proven and Probable Ore Reserves include
the following stockpile material:
Stockpiles
At December 31, 2007
Tonnes (million)
Grade (grams/tonne)
Gold content
(tonnes)
South Africa
Vaal River
Great Noligwa
-
-
-
Kopanang
-
-
-
Moab Khotsong
-
-
-
Tau Lekoa
-
-
-
West Wits
Mponeng
-
-
-
Savuka
-
-
-
TauTona
-
-
-
Surface
Vaal River Surface - SA MET
(2)
118.715
0.50                           59.858
West Wits Surface - SA MET
(2)
0.000
-                             0.000
Argentina
Cerro Vanguardia (92.5 percent)
(1)
0.046
4.32                             0.197
Australia
Boddington (33.33 percent)
(1)
0.146
0.81                            0.118
Sunrise Dam
9.730
2.05                          19.996
Brazil
Brasil Mineraçáo
-
-
-
Serra Grande (50 percent)
(1)
-
-
-
Ghana
Iduapriem (100 percent)
(1)
1.902
1.30                            2.469
Obuasi
(3)
8.982
1.70                          15.290
Guinea
Siguiri (85 percent)
(4)(1)
53.274
0.56                          29.878
Mali
Morila (40 percent)
(3)(1)
6.971
1.74                         12.158
Sadiola (38 percent)
(5)(1)
1.719
2.67                           4.598
Yatela (40 percent)
(1)
1.673
1.05                           1.762
Namibia
Navachab
4.515
0.70                           3.160
Tanzania
Geita
5.621
1.01                           5.701
United States of America
Cripple Creek & Victor
-
-
-
(1) Ore Reserves attributable to AngloGold Ashanti’s percentage interest shown.
(2) Centralized operations treating material on surface that was previously generated by several underground operations
(3) Pompora TSF removed due to economic changes.
(4) Spent heap included in Ore Reserve.
(5) Sulfide stockpiles removed.
Rounding may result in computational differences.
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Drill hole spacing: Imperial

In determining the Proven and Probable Ore Reserves, AngloGold Ashanti applied the following drill hole spacings:
Drill Hole Spacings
Proven Ore Reserves
Probable Ore Reserves
South Africa
Underground sources      Ore body opened up, developed and sampled on a
7 to 10 foot spacing on raise lines and on a 16 x 16
grid thereafter
From a 131 x 131 foot spacing up to 3281 x 3281
foot spacing
Surface sources
Variable sampling strategies: Belt samplers, cross
stream residue samplers and bulk sampling
campaigns
Variable sampling strategies: Belt samplers,
cross stream residue samplers
Argentina
Cerro Vanguardia
41 x 41 feet
131 x 131 feet
Australia
Boddington
131 x 115 feet
344 x 426 feet
Sunrise Dam
33 x 33 feet, 82 x 82 feet
66 x 66 feet, 131 x 131 feet, 164 x 164 feet
Brazil
Brasil Mineraçáo
66 x 66 feet, 82 x 82 feet. Drilling pattern of 197 x
66 feet for Cuiaba Expansion Project.
66 x 66 feet, 164 x 164 feet.
Serra Grande
(50 percent)
33 x 33 feet, 66 x 33 feet
33 x 66 feet, 66 x 164 feet
Ghana
Iduapriem
164 x 164 feet, 328 x 164 feet
246 x 164 feet, 328 x 246 feet
Obuasi - Surface
66 x 66 feet
98 x 98 feet
Obuasi - Underground     66 x 66 feet
197 x 197 feet
Guinea
Siguiri
16 x 33 feet
66 x 131 feet, 82 x 82 feet
Mali
Morila
33 x 33 feet
98 x 98 feet
Sadiola
66 x 66 feet, 82 x 82 feet
82 x 164 feet
Yatela
33 x 33 feet, 82 x 82 feet
115 x 148 feet
Namibia
Navachab
33 x 33 feet
82 x 164 feet
Tanzania
Geita
16 x 33 feet, 33 x 33 feet
131 x 131 feet
USA
Cripple Creek & Victor      <98 x 98 feet
>98 x 98 feet

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112
Drill hole spacing: Metric

In determining the Proven and Probable Ore Reserves, AngloGold Ashanti applied the following drill hole spacings:
Drill Hole Spacings
Proven Ore Reserves
Probable Ore Reserves
South Africa
Underground sources      Ore body opened up, developed and sampled on a
2 to 3 meter spacing on raise lines and on a 5 x 5 grid
thereafter
From a 40 x 40 meter spacing up to 1000 x
1000 meter spacing
Surface sources
Variable sampling strategies: Belt samplers, cross
stream residue samplers and bulk sampling
campaigns
Variable sampling strategies: Belt samplers,
cross stream residue samplers
Argentina
Cerro Vanguardia
12.5 x 12.5 meter
40 x 40 meter
Australia
Boddington
40 x 35 meter
130 x 105 meter
Sunrise Dam
10 x 10 meter, 25 x 25 meter
20 x 20 meter, 40 x 40 meter, 50 x 50 meter
Brazil
Brasil Mineraçáo
20 x 20 meter, 25 x 25 meter. Drilling pattern of 60 x
20 for Cuiaba Expansion Project.
20 x 20 meter, 50 x 50 meter.
Serra Grande
(50 percent)
10 x 10 meter, 20 x 10 meter
10 x 20 meter, 20 x 50 meter
Ghana
Iduapriem
50 x 50 meter, 100 x 50 meter
75 x 50 meter, 100 x 75 meter
Obuasi – Surface
20 x 20 meter
30 x 30 meter
Obuasi - Underground      20 x 20 meter
60 x 60 meter
Guinea
Siguiri
5 x 10 meter
20 x 40 meter, 25 x 25 meter
Mali
Morila
10 x 10 meter
30 x 30 meter
Sadiola
20 x 20 meter, 25 x 25 meter
25 x 50 meter
Yatela
10 x 10 meter, 25 x 25 meter
35 x 45 meter
Namibia
Navachab
10 x 10 meter
25 x 25 meter
Tanzania
Geita
5 x 10 meter, 10 x 10 meter
40 x 40 meter
USA
Cripple Creek & Victor      <30 x 30 meter
>30 x 30 meter
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RESEARCH AND DEVELOPMENT

AngloGold Ashanti has developed research and development (R&D) programs which focus on technical initiatives to reduce
risk and improve efficiency in the key areas of safety, environment, geology, mining, metallurgical processing and engineering.

Research and development expenditure amounted to $1 million, $10 million and $4 million during 2008, 2007 and 2006,
respectively.

Most of this work is conducted in collaboration with appropriate third parties such as research organizations, universities, other
mining companies, mining service providers, equipment suppliers and contractors. The company also encourages and
supports in-house research projects to address issues at specific operations.

AngloGold Ashanti's wholly-owned subsidiary, ISS International (ISSI), is a global company specializing in seismic monitoring
of mines and engineering structures. ISSI, in conjunction with AngloGold Ashanti, initiates and undertakes seismological
research. This seismological research and development program is focused on addressing the shortcomings in the areas of
science, technology and the transfer of knowledge and experience to the relevant people. Five main areas are addressed:
emergency response to rock bursts, prevention of rock bursts, intermediate- and short-term hazard assessment, alerts and
back analyses. Several of the research and development projects are done in combination with a newly established AngloGold
Ashanti Rock Engineering applied research unit. The main objective of this research and development is to enhance the safety
of those working in mining operations. R&D successes include improvements in quick location methodology and location
accuracy, and progress has been made in both elastic and inelastic numerical modeling and seismic data integration, and in-
stope wireless communication. Significant progress has also been made in capacity building among junior research personnel.

Cyanide management remains a key issue for AngloGold Ashanti which is a signatory of the International Cyanide
Management Institute (ICMI) and the company is fully committed to achieving compliance with the International Cyanide
Management Code. The company continues to communicate on cyanide-related issues with the ICMI on an ongoing basis. As
of February 1, 2009, over 50 percent of the AngloGold Ashanti operations were fully accredited; this represented 25 percent of
ICMI certified mines. Every effort is being made to achieve certification at all sites as quickly as possible.

AngloGold Ashanti continues to support the catalysis initiative within the AuTEK program which is aimed at finding new
industrial uses for gold. AuTEK is managed by Mintek, a South African research and development center which also receives
government funding. Fellow gold miners, Gold Fields and Harmony are co - -sponsors of AuTEK with support specifically for
nanotechnology and bio-medical applications, respectively. The catalysis initiative has until now focused on developing
catalysts for carbon monoxide oxidation for use in fuel cells and in photocatalysis. A pilot plant for the production of gold
catalysts has been constructed and commissioned. The current focus is to develop business relationships with catalyst
marketing companies and potential end users. Promising applications include gas masks, mine refuge bays, gas scrubbing for
underwater welding, catalytic converters for diesel engines and the catalysis of a variety of industrial chemical reactions.

Safety, health and environmental initiatives include:

•     Cyanide code implementation;
•     Fall-of-ground management initiatives including
      o Risk-based mine planning using conditional simulation techniques;
      o Improving short-term seismic hazard assessment by means of an enhanced numerical modeling capability; and
      o Improving tunnel support systems in deep, seismically active mines using a destructive proof-testing approach;
•     SPAR – Separate People And Risk (a South African division initiative to remove people from high-risk workplaces and to
      develop less people-intensive mining methods);
•     Implementation of integrated malaria control programs at high prevalence sites;
•     Participation in research initiatives towards an effective tuberculosis control program in collaboration with the University of
      Stellenbosch and involvement in the Thibela TB project being run by the CREATE – Consortium to Respond Effectively to
      the AIDS and TB Epidemic – consortium;
•     tudies into the impact of employee health and wellness on health and safety performance in collaboration with the
      University of the North West;
•     Initiation of a company-wide review of closure management funding and activities which will be completed during 2009;
      and 
•     Various initiatives to reduce silica dust exposure in stopes including automated in-stope water-blasting and deployment of
      fogging systems.
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Geological initiatives include:

•     Amira project P843 researching the geometallurgical characterisation of orebodies;
•     Testing large-scale spectral core scanning as a geometallurgical tool;
•     Production of metallurgical orebody domains based on geometallurgical characterisation and mine modeling;
•     Investigations into alternative devices for underground sampling;
•     Amira project to understand hydrothermal chemical characteristics of ores and the potential implications for processing
      and recovery;
•     Integration of software used for geological mapping and modeling;
•     Evaluation of the use of hand-held X-Ray Fluorescence instruments for in-situ analysis of metal content;
•     Project to apply Sirovision 3D mapping technology to deep-level South African gold mines;
•     Initial research into the use of real-time blast monitoring; and
•     Advanced geostatistical research into multivariate estimation and advanced optimization and scheduling.

Mining initiatives include:

•     Investigation into uranium scanning technology to “infer” gold grade in samples; and
•     Development, in conjunction with Sandvik, of a mini self-climbing box-hole borer, which will remove people from the
      development of 30 meters of box holes, has been completed and is ready to begin its first hole.

Processing initiatives include:

•      Research into the possible replacement of cyanide with thiosulphate for the leaching of gold in order to reduce
       environmental and health impacts associated with the use of cyanide;
•     Converting to resin-based uranium extraction which has significantly reduced power requirements;
•     The Amira P9 comminution and flotation project which is aimed at improving the efficiency of these processes with the
       development of sophisticated process control and simulation methods;
•     Amira P420 gold processing project focused on improving gold recovery from refractory (difficult to process) ores; and
•     Heap-leach solution flow modeling to improve the accuracy of gold production forecasting at Cripple Creek & Victor.

Engineering initiatives include:

•     A range of initiatives to reduce electricity requirements in South Africa including:
      o Replacement of compressed air drills with more efficient electric drills in conjunction with Hilti; and
      o Introduction of the three-pipe chamber system for pumping water out from underground;
•    The phasing in of “New Era” locomotives which offer improved efficiency as well as better control systems, more effective
      brakes, better ergonomics and safer control systems;
•     Implementation of collision avoidance systems to reduce underground tramming accidents; and
•     Introduction of glass reinforced plastic instead of stainless steel to improve corrosion resistance in the highly acidic
      uranium plant.


COMPETITION

As gold mining is a mature and regulated industry, and very significant volumes of gold and gold derivatives trade in the world
markets independent of gold mine supply, AngloGold Ashanti does not consider that competition for sales plays any role in its
operations as a gold producer. However, gold producers do compete against each other for acquisition of exploration
opportunities and human resources.


INTELLECTUAL PROPERTY

AngloGold Ashanti, as a group, is not dependent on intellectual property for the conduct of its business as a whole.


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SUSTAINABLE DEVELOPMENT: SAFETY, HEALTH, ENVIRONMENTAL AND SOCIAL DEVELOPMENT

AngloGold Ashanti published its Report to Society 2008 on March 27, 2009. A copy has been furnished to the SEC under
Form 6-K. This report covers issues pertaining to social development in line with AngloGold Ashanti’s values and business
principles and the Global Reporting Initiative Guidelines prepared on a country and operational basis. The following has been
extracted from the Report to Society 2008.


RENEWING THE VISION, MISSION AND VALUES

In late 2007, AngloGold Ashanti embarked on a consultative process to review the company’s vision, mission and values. The
process was built on the launch of the ‘Safety is our first value’ campaign at the South African operations in November 2007,
and was developed further through interactions between executive management an d employees in a range of different
interventions over the following months.

The new vision, mission and values statement was approved for implementation by the group executive committee in
June 2008 as follows:


OUR VISION

To be the leading mining company.


OUR MISSION

We create value for our shareholders, our employees and our business and social partners by safely and responsibly exploring
for, mining and marketing our products. Our primary focus is gold and we will pursue value-creating opportunities in other
minerals where we can leverage our existing assets, skills and experience to enhance the delivery of value.


OUR VALUES

Safety is our first value. We place people first and correspondingly put the highest priority on safe and healthy practices and
systems of work. We are responsible for seeking out new and innovative ways to ensure that our workplaces are free of
occupational injury and illness. We live each day for each other and use our collective commitment, talents, resources and
systems to deliver on our most important commitment ... to care.

We treat each other with dignity and respect. We believe that individuals who are treated with respect and who are
entrusted to take responsibility respond by giving their best. We seek to preserve people's dignity, their sense of self-worth in
all our interactions, respecting them for who they are and valuing the unique contribution that they can make to our business
success. We are honest with ourselves and others, and we deal ethically with all of our business and social partners.

We value diversity. We aim to be a global leader with the right people for the right jobs. We promote inclusion and team work,
deriving benefit from the rich diversity of the cultures, ideas, experiences and skills that each employee brings to the business.

We are accountable for our actions and undertake to deliver on our commitments. We are focused on delivering results
and we do what we say we will do. We accept responsibility and hold ourselves accountable for our work, our behavior, our
ethics and our actions. We aim to deliver high-performance outcomes and undertake to deliver on our commitments to our
colleagues, business and social partners, and our investors.

The communities and societies in which we operate will be better off for AngloGold Ashanti having been there. We
uphold and promote fundamental human rights where we do business. We contribute to building productive, respectful and
mutually beneficial partnerships in the communities in which we operate. We aim to leave host communities with a sustainable
future.

We respect the environment. We are committed to continually improving our processes in order to prevent pollution,
minimize waste, increase our car bon efficiency and make efficient use of natural resources. We will develop innovative
solutions to mitigate environmental and climate risks.
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LEADERSHIP AND GOVERNANCE

AngloGold Ashanti is committed to the highest standards of corporate governance, which is the responsibility of the Board of
Directors as a whole, with some authority delegated to the Audit and Corporate Governance Committee of the board and the
management Disclosures Committee. The board is guided by the company’s founding statements, the board charter, the
company’s legal obligations in terms of the South African Companies Act of 1973 (as amended), the US Sarbanes-Oxley Act of
2002 (SOX), the company’s legal and disclosure obligations to the JSE (where it holds its primary listing), as well as various
corporate governance guidelines, such as the King Report on Corporate Governance 2002 (King Code). A Code of Ethics for
the chief executive officer, the chief financial officer and senior financial officers also guides conduct.

Var ious other legislative and governance standards guide the company’s legal and disclosure obligations. Management takes
day-to-day responsibility for corporate governance and reports regularly to the board and various board committees. The board
chairman plays an active role in the corporate governance issues faced by the company, interacting regularly with executive
directors, senior management and other interested parties, when necessary.

The Safety, Health and Sustainable Development Committee oversees the company’s performance regarding safety, health
and the environment, and its social interaction with the communities in which it operates. This committee is also responsible for
establishing targets in relation to each of these areas. Safety, health and environmental performance and relations with
government, community members and other stakeholders, form an integral part of operational management. The
Transformation and Human Resource Development Committe e, formerly the Employment Equity and Development Committee,
is responsible for overseeing the company’s performance regarding employment equity, transformation and staff development
by taking into account the requirements of applicable legislation, relevant international labor conventions and the monitoring of
targets set by the company. The committee is also responsible for developing employee skills by seeking to retain and nurture
talent, by providing employees with the opportunity to enhance their skills and knowledge.

MANAGEMENT SYSTEMS AND ACCOUNTABILITY

Operational restructuring has been undertaken across AngloGold Ashanti over the past two years to align the company’s
structure with the revised corporate strategy and the new executive team, so as to bring the company’s leadership closer to the
operations. Key developments here include the appointment in late 2007 of three operational heads (one each for Australasia,
Afri ca and the Americas) and the separation of divisional responsibility in Africa (home to the majority of the group’s operations)
into West Africa and Southern Africa divisions. The bases for these Africa divisions are Accra in Ghana and Potchefstroom in
South Africa, reinforcing the notion of regional centers in close proximity to the operations to ensure prompt technical and
administrative support. In early 2009, taking this approach a step further, the West African division was split into Ghana and
Guinea/Mali management structures.

Given AngloGold Ashanti’s renewed vision and values and revised corporate strategy, a complete review of the group’s human
resource management systems and structure, called the System for the Management of People (SMP), is being undertaken.
Given the changing world of work, the current socio-economic climate and continued key skills shortages in the mining
industry, this is considered a strategic imperative.


ANGLOGOLD ASHANTI AS AN EMPLOYER

AngloGold Ashanti is a significant employer in many of the countries in which it operates. The majority of the group’s
employees (including contractors) are in South Africa (58 percent), Ghana (15 percent), Tanzania (5 percent) and Brazil
(9 percent). In 2008, AngloGold Ashanti employed 62,895 people (calculated on a monthly average basis), comprising
48,580 (77 percent) permanent employees and 14,315 (23 percent) contractors – an increase year-on-year of 2.2 percent. In
2007, there were 61,522 employees – 47,383 (77 percent) permanent and 14,139 (23 percent) contractors. In 2008, the level
of turnover among permanent employees within the group was 8 percent.

Safety and occupational health

While the group safety and health policy is applicable to all operations, each operation also has in place safety and health
policies that have been developed to take into account country- an d operation-specific regulations and requirements. Unions
and employees are generally involved in the development of these policies and, in South Africa, this interaction has typically
been formal and enshrined in recognition agreements.
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The identification and mitigation of risk is a vital part of the company’s operations and an integral part of the safety and health
management process. Matters relating to safety and health are included in the group’s risk management strategy. Risk
assessments are conducted regularly at both group and operational levels and are related to specific events or issues.

It is with regret that AngloGold Ashanti reports that 14 employees lost their lives during the course of work in 2008. There were
11 fatalities at the South African operations, two at the Obuasi mine in Ghana and one at Serra Grande in Brazil. The board
and management of AngloGold Ashanti extend their deepest sympathies to the families and colleagues of those who died. It is
the company’s objective to eliminate accidents at work, especially fatal accidents, and much attention is being given to this.
While this performa nce falls short of AngloGold Ashanti’s stated aim of eliminating all fatal incidents at work, there was a
significant improvement on the group’s performance in 2007, when 34 people died at work. The FIFR, at 0.09 per million hours
worked, was consequently 59 percent lower, compared with the 0.21 per million hours worked in 2007. Eleven of the
18 operating mining units did not experience a fatal incident (10 in 2007). The LTIFR improved by 11 percent to 7.32 injuries
per million hours worked (2007: 8.24).

In 2008, AngloGold Ashanti embarked on an occupational safety and health leadership transformation project to create a
strategic ‘blueprint’ for occupational safety and health in the company. The project team undertook site visits as well as in-
depth management and employee interviews. Additionally, an extensive employee safety and health culture survey was
conducted, the aim of which was to achieve a better understanding of the group’s curr ent management cultures, structures and
systems. An analysis of macro-environmental drivers, industry trends and best practice was also undertaken so as to develop
future scenarios that might affect safety and health.

Strategic initiatives to instill a culture of care were effective across the group. These were supported by the empowering of
employees to take responsibility for their own safety and health and that of their colleagues, and by recognizing safety
achievements.

The roll-out of the OHSAS 18001 safety and health management standard continued during the year, with the last two
operations being recommended for certification by year-end. A protocol for safety and health systems and practice assessment
that is consistent with OHSAS 18001 was developed and implemented at all operations during the year. All relevant role-
players were familiarized with its requirements, and most of the preliminary assessments had been carried out by year-end.

Occupational health risks to employees vary significantly from region to region and by type of mining operation. The most
significant occupational health risks at AngloGold Ashanti are: occupational lung disease (OLD), which comprises silicosis and
occupational turberculosis (TB) in underground operations that are host to quartz-bearing rock; noise-induced hearing loss
(NIHL); heat stress; and radiation. Occupational health regulations require ongoing biological monitoring for lead, mercury and
arsenic, and other hazardous substances.

Respect for human rights

Respect for human rights is a key principle of the policies and practices that are integral to the group’s sustainability efforts,
and are entrenched in the constitutions and legislation of many of the countries in which the group operates. Oversight and
implementation of these are largely the function of line managers.

The group continues to support both the UN Global Compac t and the Voluntary Principles on Security and Human Rights.
During the year, a Vice President for Global Security, with a specific remit to ensure that all security operations and practices
take due cognizance of human rights, was appointed.

Certain human rights conventions, including those relating to freedom of association and collective bargaining, are entrenched
in the South African constitution and legislation, as well as in the laws and regulations in other countries in which AngloGold
Ashanti operates. Specifically, the company seeks to ensure the implementation of fair employment practices by prohibiting
forced, compulsory or child labor, and by implementing these practices through country, operation and shaft level recognition
and collective bargaining agreements, and through disciplinary, grievance and non-discrimination agreements and codes. No
breaches of fundamental rights conventions were alleged, nor were any charges brought against the company in connect ion
with these, during the year.
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Freedom of association is recognized as a fundamental right within the group, and collective bargaining is encouraged. With
the exception of Australia and the United States, where collective bargaining is not common in the resources sector, and in
Tanzania where most employees have chosen not to belong to a representative union, collective bargaining structures are in
place at all operations. Around 93 percent of the group’s workforce is represented by recognized trade unions or provided for
by way of collective bargaining processes. In the United States, Australia and Tanzania, a high degree of employee
participation is encouraged.

All forms of discrimination, including racial and sexual harassment and discrimination against the disabled, are prohibited by
the company’s business principles as well as by legislation in most of the countries in which AngloGold Ashanti operates.
Poli cies are in place at all operations to protect employees from prejudice and, in some countries, to promote the advancement
of certain groups of employees. Specifically in countries in Africa and in Australia, the rights and promotion of indigenous
peoples, the historically disadvantaged and women are provided for in law and adopted and followed by the company.

Regional health

The management of HIV & AIDS and malaria is undertaken on a regional and operational basis, with the appropriate level of
resources dedicated to the threat posed by the disease.

The HIV & AIDS pandemic is at its worst in southern Africa, with the highest levels of prevalence estimated at the South African
operations. Other countries where HIV & AIDS is of concern are Namibia, Ghana, Guinea and, to a lesser extent, Tanzania and
Mali.

AngloGold Ashanti’s response to HIV & AIDS is underpinned by the board-approved HIV & AIDS policy and, in So uth Africa, is
supported by an HIV & AIDS agreement between the company and various unions. While AngloGold Ashanti recognizes that
HIV & AIDS continues to have a major impact on employees and the company, it also believes that this impact can be
managed. The provision of anti-retroviral therapy (ART), along with comprehensive prevention and treatment campaigns, has
meant that mortality rates have declined, while absenteeism remained stable.

AngloGold Ashanti’s malaria programs and protocols are based on World Health Organization (WHO) standards and
guidelines. As malaria is something that affects whole communities, and not just employees of the company, an holistic
approach is taken. Regionally, the group is involved with initiatives by government and by non-governmental organizations
(NGOs) to combat the disease, and national guidelines are applied and provide the context for the various programs.

Malaria remains an area of concern for AngloGold Ashanti’s operations in Ghana, Guinea, Mali and Tanzania, although
employees at the South African operations may contract the disease when travelling to their homes in malaria-infected areas in
neighbouring states. Key elements of the malaria control program are:

•     information, education and communication, particularly among the communities;
•     vector control, which is essentially the control of mosquitoes through indoor residual spraying and larviciding of breeding
      areas;
•     early, effective diagnosis and treatment; and
•     surveillance, monitoring and research.

An extensive integrated malaria control program is in place at Obuasi and the lessons learnt here are being applied elsewhere.

Environment

While day-to-day responsibility for environmental issues lies with mine and project management, the group’s corporate
environment team provides strategic guidance and monitors performance against company standards. Site-based and regional
environmental specialists contribute to operational environmental functioning and combine to make up the Environmental
Steering Committee at a group level. The senior environmental and community affairs functions at a corporate level were
amalgamated during the year, reflecting the reality on the ground, where the natural and social environments are
interdependent.

As a minimum, all operations are expected to comply with legislation, regulations and permits in their countries of operation,
and with the obligations that the company has entered into (ICMM sustai nable development framework and position
statements, ISO 14001, International Cyanide Management Code, etc). All operations are required to implement the group’s
Environmental Policy, and country- and operation-specific policies are encouraged as a means of putting it into effect within a
local context.
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All AngloGold Ashanti operations have environmental management systems (EMSs) in place that are certified to the ISO
14001 standard. All operations are expected to maintain certification to the standard and to meet their individual targets as part
of the group’s commitment to continual improvement in environmental performance. All sites audited as part of the ISO
surveillance program or for recertification successfully retained their certification.

The Corporate Environmental Review Program (CERP), first undertaken in 2007, verified that significant environmental aspects
had been identified in each operation’s management system, and assessed whether appropriate programs had been
established to monitor and manage these aspects. During 2008, a program of follow up visits was undertaken to sites with
significant environmental risks to ensure that acceptable controls were either being impl emented or maintained. The results of
CERP 2007 were used as the basis of the first company-wide environmental award, which was made to Brasil Mineração in
Brazil.

A central tenet underlying the group’s targets and performance is its commitment to optimizing resource usage and reducing
waste. The nature of the orebody, mining methods and metallurgical processes employed differ from mine to mine, as do the
circumstances in which mines operate. Hence, environmental priorities are identified and dealt with on a site-by-site basis.

Means to minimize and prevent pollution by operations of the surrounding environment are considered and typically built into
mining projects at the start of the project. However, this has not always been the case at operations established many decades
ago, when legislation was less stringent and when the technologies and practices used today were largely unknown. This has
resulted in the capacity of the pollution preventi on systems at several operations being unable to meet current requirements.
Projects to address this are in place at operations affected in South Africa and Ghana. All operations are required to report all
major environmental incidents to the corporate office. A summary of these reports is submitted quarterly to the Executive
Committee and the Board Safety, Health and Sustainable Development Committee. AngloGold Ashanti defines a “major
incident” as one which could affect the Company’s reputation or which results in a cost to the Company exceeding $100,000,
including fines, compensation, clean-up, loss of production and anticipated litigation costs.

104 major environmental incidents were reported in 2008, far more than in 2007. Most of these incidents fell into the
categories of unpermitted gas emissions, unauthorised solution overflows or discharges and pipeline failures, which occurred
at the metallurgical operations in South Africa and the Obuasi Mine in Ghana. The increase in the number of incidents
reported over time is partly a function of more comprehensive reporting brought about by the implementation of better
environmental management systems.

AngloGold Ashanti intends to revisit the environmental incident classification system during 2009 in order to align it with the
revised risk management system.

In 2008, AngloGold Ashanti embarked on a process to develop a business case for responding to climate change, with 2007
used as the benchmark year. A three-part study, begun in detail in September 2008, includes:

•      a group-wide assessment to determine more precisely the greenhouse gas footprint of all AngloGold Ashanti; and
•      a comprehensive assessment to determine risks to which the company is exposed as a result of climate change.

Various risk categories (financial and investment, physical, and legal/regulatory) are being considered to reduce the company’s
dependence on fossil fuels. Given the group’s focus on delivering value, the process aims to identify multiple and highly
probable Clean Development Mechanism (CDM) projects. For AngloGold Ashanti, carbon trading presents a particular
opportunity; around 84 percent of the company's gold production comes from developing countries, which are eligible for CDM
projects.

AngloGold Ashanti, as part of its commitment to environmental stewardship, considers long-term sustainability of the land on
which its operations are located to be an integral part of its responsibility. A number of its operations and projects are located in
environmentally sensitive areas. A key objective for the year was to use the ICMM’s Good Practice Guidance to improve the
management of biodiversity-related issues in association with appropriate external o rganizations.

Community

Further refinement of the community affairs management framework continued during the year. An additional module on
human rights and security is being refined, to support the new security discipline and in compliance with the Voluntary
Principles on Security and Human Rights. In view of the integration of the community and environmental aspects of the
business from a management perspective, a decision was taken late in 2008 to include community aspects in the existing ISO
14001 management systems in place at all operations. It is envisaged that this process will take two to three years.
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The existing community management system, incorporating the stakeholder engagement action plans (SEAPs) and integrated
development action plans (IDAPs) and the accompanying toolkits, is being redrafted into management standards on
stakeholder engagement, social investment, cultural heritage and sacred sites, indigenous peoples and artisanal and small-
scale mining (ASM). An AngloGold Ashanti land use management and land acquisition standard is being finalized and a
specialist resettlement company has been appointed to provide greater support to operations in developing and implementing
robust land management and resettlement practices.

Also at a corporate level, AngloGold Ashanti engaged with international advocacy and voluntary bodies to develop standards,
norms and best practice, such as the International Council for Mining and Metals (ICMM) and the International Organization for
Standardizat ion (ISO). AngloGold Ashanti supports, and has participated in discussions and programs initiated by, the
Responsible Jewellery Council (RJC), the World Gold Council (WGC), and the Initiative for Responsible Mining Assurance
(IRMA).

In a number of countries, legislation and regulation are in place to guide companies regarding local community imperatives. In
South Africa, the Mineral and Petroleum Resources Development Act (MPRDA) requires that all mining operations submit and
adhere to a social and labor plan (SLP) as a pre-requisite for the granting of new order mining rights and that they report their
compliance with the MPRDA in accordance with the Mining Charter. In addition to specific human resource-related issues, the
Mining Charter requires that a mining company engages with communities in the vicinity of its operations and from which it
draws its workforce. AngloGold Ashanti was granted its license conversions in respect of all of its operations in August 2005 < br>and has reported on progress made against its SLP targets and commitments.

AngloGold Ashanti is also committed to engaging with NGOs, community-based organizations (CBOs) and other stakeholders
on issues of mutual concern. Underpinning its strategy is the group’s view that it is desirable that the various parties engage
directly in relationships based on a mutual recognition of each other’s legitimate right to operate. Specific structures are being
put in place to deal with grievances and legacy issues.

During the year, the group continued with its strategy of building relationships with key stakeholders and interest groups,
monitoring emerging trends, being proactive where possible, and responsive where issues arose unexpectedly.

A number of incidents relating to community issues and human rights were recorded during the year. Areas of greatest concern
to the company are the continued clashes with artisanal miners operating illegally at Obuasi in Ghana and Siguiri in Guinea.
Significant incidents include those involving:

•      community members on the mine property who are engaged in illegal activities;
•      clashes between the mine and contractor security personnel and community members; and
•      protest action against the company.

The vast majority of these incidents (outside of protest action) stem from individuals involved in illegal activities.

A distinction is made between the death and injury of individuals involved in illegal activities without active security intervention
and those incidents where security interventions led to the death or injury of community members. In the case of the former,
there were 27 deaths and one injury due to falls of ground in the course of artisanal, and in most cases, illegal mining, and one
death of a person suspected of attempting to steal fuel from a haul truck. In the case of the latter, three deaths occurred and
three community members were injured. Twelve AngloGold Ashanti security personnel sustained injuries, some serious, while
carrying out their duties. There were five incidents of significant protest action during the year with gunshot injuries being
sustained.

The continued presence of artisanal and small-scale mining (ASM) at the company&# 8217;s operations and exploration sites in
Ghana, Guinea, Tanzania, and the DRC presents a significant challenge to the company, resulting in various social,
environmental and safety incidents. ASM activity has resulted in third-party fatalities on the company’s lease areas. ASM
communities seldom share information on safety incidents given that these activities are often illegal.

AngloGold Ashanti’s position on ASM is that the group will act, first and foremost, in accordance with local regulations and
legislation. However, the company recognizes the historical and current roles and rights of artisanal and small scale-miners,
and that engagement is a critical factor in dealing with the issue. AngloGold Ashanti believes that co-existence with ASM is not
only possible, but also desirable.
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The group is in favor of promoting the development of orderly, viable ASM sectors in collaboration with host communities and
governments in exchange for respect for the security of the group’s operations. However, in most cases, these aspirations
have not yet been achieved. There is an inherent potential for conflict between large-scale operators, working within a formal,
regulated land tenure framework, and small-scale miners on the other, often outside of any regulations. AngloGold Ashanti
believes that government needs to take a leading role in addressing ASM. It is also conscious that ASM is largely a social issue
that can only be addressed through the upliftment of communities – an area in which the company has an important role to
play.

As exploration and mining activities frequently occur in remote areas or in regions where there is very little other economic
activity, their relative impact is often heightened. Therefore, the impact of potential and existing mining activities must be
considered at all stages of an operation’s life cycle, from exploration, through its operating life, to eventual closure.

A range of potential impacts and mitigating measures are identified when an environmental and social impact assessment is
initially conducted, and mitigating measures are then incorporated into the environmental management plans (EMPs) over an
operation’s life of mine. Similarly, planning for closure takes into account both the environmental and social impacts that will be
the mine’s legacy to the community. Planning begins well in advance of closure which is a matter for discussion at most
community engagement forums.

By supporting local economic development, operations can ensure that they play a positive role in the sustainable economic
development of local communities. The fact that some mining operations are shor t-lived, and not all exploration projects
necessarily become mines, presents a challenge as there is only a limited period in which to make an impact. Many of the
group’s operations are located in areas of great need, where development has been minimal, resources are scarce and high
levels of poverty exist. The need to invest appropriately and in a manner that is sustainable is frequently countered by pressure
from communities, and indeed governments, to receive tangible and immediate benefits. Where this makes sense, particularly
in economically underdeveloped regions, operations are encouraged to develop partnerships with parties such as other mining
companies and companies in other industries, contractors, NGOs and government to ensure more effective delivery.

In 2008, AngloGold Ashanti spent $9.25 million on corporate social investment (2007: $7.7 million). Corporate social
investment expenditure is defined as the voluntary investment of funds in the broader co mmunity through programs spanning a
range of development and maintenance activities that seek to complement the work of government, NGOs and CBOs, where
the target beneficiaries are external to the company. Corporate social investment specifically excludes those activities where
the purpose is primarily commercial, such as marketing, employee benefits or public relations activities.

Securing land to explore and conduct new mining activities and extend existing ones underpins the viability of the company.
Surface land area may be required to conduct mining operations, with a permanent loss of surface features and structures,
particularly for opencast mining, but also for underground mining and metallurgical processing infrastructure. Land is a
particularly sensitive and emotive issue, and resettlement and compensation continues to be major considerations in the
planning of mining activities.

Many communities have long-standing cultural and economic associations with the land on which they reside. It is therefore
necessary for the company to engage with communities regarding resettlement, and to compensate them fairly and
appropriately as part of a rigorous and recognized resettlement process. The group also needs to ensure that mechanisms are
in place to address grievances or legacy issues that have arisen in respect of past access to land.

Following a detailed review of the company’s resettlement and compensation practices in 2007, AngloGold Ashanti has
developed a new approach to land management and its practice. The new AngloGold Ashanti policy resettlement policy draws
on the International Finance Corporation’s (IFC’s) policies on Involuntary Resettlement.

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4C.      ORGANIZATIONAL STRUCTURE

HEAD OFFICE STRUCTURE AND OPERATIONS

AngloGold Ashanti’s operations are organized on a country basis. Management of AngloGold Ashanti is entrusted to the
executive committee, comprising the two executive directors, 8 executive vice presidents and two vice presidents. See "Item 6.:
Directors, senior management and employees". Day-to-day management of the operations vests with executive teams based
in South Africa (Johannesburg and Potchefstroom), Ghana (Accra), United States (Denver), Brazil (Nova Lima), and Australia
(Perth).

Corporate activities

Activities provided in the corporate area fall into three categories. First, support is provided to the executive committee in
managing AngloGold Ashanti as a whole. Second, certain activities are managed centrally, including strategic and business
planning, marketing, corporate finance, treasury, exp loration, technology and innovation, corporate secretarial and corporate
affairs. Third, certain specialized services are directed from the center although they are managed by operations. These
include mining, engineering, metallurgy, mineral resource management, safety and health, the environment and human
resources.

AngloGold Ashanti has investments in numerous principal subsidiaries and joint venture interests, see "Item 19.: Exhibits
Exhibit 19.8 List of AngloGold Ashanti Limited subsidiaries" for details.
4D.
Property, plants and equipment

For a discussion on AngloGold Ashanti’s mining properties, plant and equipment, see “Item 4B.: Business Overview”.


ITEM 4A: UNRESOLVED STAFF COMMENTS

Not applicable.


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ITEM 5: OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion provides information that management believes is relevant to an assessment and understanding of
the consolidated financial condition and results of operations of AngloGold Ashanti Limited and are based on the US GAAP
financial statements.

This discussion addresses matters we consider important for an understanding of our financial condition and results of
operations as of and for the three years ended and as at December 31, 2008, 2007 and 2006. It consists of the following
subsections: 

•      Overview,” which provides a brief summary of our operations;

•      “Operating results,” which includes a discussion of our consolidated financial results for the last three years and those
        factors influencing the results;

•      “Liquidity and Capital Resources,” an analysis of cash flows, sources and uses of cash, our financial position, capital
        commitments and contingencies, financial instruments, recent accounting pronouncements and critical accounting
        policies;

•      “Trend information,” a discussion of current and expected future production and the costs thereof;

•      “Off-balance sheet arrangements,” a discussion of significant off-balance sheet arrangements; and

•      “Contractual obligations,” a disclosure of known contractual obligations.

This item should be read in conjunction with the Company’s consolidated financial statements and the notes thereto which are
included under Item 18 of this annual report.

Included within Item 18 of this annual report are the financial statements of certain of the Company’s joint ventures which are
not audited by the Company’s principal accountant. The principal accountant of AngloGold Ashanti has made reference to the
work of other auditors in their report on the consolidated financial statements of AngloGold Ashanti Limited and therefore in
compliance with Regulation S-X Rule 2-05 the separate reports of the other accountants are included in Item 18.
Notwithstanding compliance with Regulation S-X Rule 2-05, these financial statements for the year ended December 31, 2008
did not meet the significant test requirements for separate financial statements and disclosures in terms of Regulation S-X Rule
3-09 for the financial year ended December 31, 200 8. The joint venture operations situated in Mali (the Sadiola, Yatela and
Morila Joint Ventures) did not meet the significance test requirements for separate financial statements and disclosures in
terms of Regulation S-X Rule 3-09 for the financial year ended December 31, 2007.

Overview

For the year ended December 31, 2008, AngloGold Ashanti had an attributable production of approximately 5 million ounces
(including joint ventures) of gold. Headquartered in Johannesburg, South Africa, the Company has a global presence with
21 operations comprising open-pit and underground mines and surface metallurgical plants in ten countries which are
supported by extensive, yet focused, exploration activities. As at December 31, 2008 the Company had Proven and Probable
Ore Reserves of approximately 73.5 million ounces (including joint ventures) on an attributable basis.

AngloGold Ashanti’s main product is gold. A portion of its revenue is derived from sales of silver, uranium oxide and sulfuric
acid. The Company sells its products on world markets.

AngloGold Ashanti’s world-wide operations, divided into countries are: South Africa (which comprises eight operations),
Argentina (which encompasses one operation), Australia (which encompasses one operation), Brazil (which encompasses two
operations), Ghana (which encompasses two operations), Guinea (which encompasses one operation), Mali (which
encompasses three operations), Namibia (which encompasses one operation), Tanzania (which encompasses one operation)
and the United States of America (which encompasses one operation). For more information on the Company’s business and
operations, see “Item 4B.: Business overview — Products, operations and geographical locations”.
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AngloGold Ashanti’s costs and expenses consist primarily of production costs, royalties and depreciation, depletion and
amortization. Production costs include labor, fuel, lubricants, power, consumable stores which include explosives, timber, other
consumables and utilities. Labor is a significant component of production costs as the Company’s mining operations consist
mainly of deep-level underground mining methods as well as open-pit operations, both of which are labor intensive.

With operations in ten countries on four continents, AngloGold Ashanti is exposed to a number of factors that could affect its
profitability, including exchange rate fluctuations, inflation and other risks relating to these specific countries. These factors are
inherent in conducting mining operations on a global basis, and the Company applies measures wherever appropriate and
feasible, such as hedging inst ruments, intended to reduce its exposure to these factors.


5A.      OPERATING RESULTS

INTRODUCTION

The most significant income statement events of 2008 were the non-hedge derivative loss incurred in accelerating the
reduction of the hedge book and the impairment loss on certain African assets.

During the year the hedge book was reduced by 5.29 million committed ounces from 11.28 million committed ounces at the
beginning of the year to 5.99 million committed ounces as a result of delivery into maturing contracts and buy-back of certain
non-hedge derivative contracts. These transactions resulted in the recognition of a loss during the year of $1,088 million,
included under the caption “Non-hedge derivative loss”. These transactions, which were funded from the proceeds of a rights
offer completed in July 2008, have enabled the Company to significantly restructure and reduce its existing gold hedging
position, which had adversely affected its financial p erformance in recent years. The Company had traditionally used gold
hedging instruments to protect the selling price of some sales against declines in the market price of gold and the use of these
instruments had prevented the Company from fully participating in the significant increases in the market price of gold in recent
years.

The rights offer which closed in July 2008 resulted in the issue of 69,470,442 million ordinary shares and generated net
proceeds of approximately $1.7 billion.

The Company recorded an impairment charge of $371 million on long-lived assets and $299 million on goodwill in 2008. This
related primarily to the former Ashanti mines in Ghana and Tanzania. At the time of the Ashanti acquisition, the mines were
accounted for by AngloGold Ashanti based on the forward gold curve. Since then, AngloGold Ashanti has consistently applied
this methodology i.e. the forward gold curve off a 30-day average spot price during the fourth quarter, to test t hese assets
annually for goodwill impairment purposes and when indicated for long-lived assets. Although the starting point of the forward
gold price curve was higher in 2008 compared with 2007, the slope or rate of escalation of the price curve was lower in 2008.
The forward price curve if discounted at US CPI is $817 per ounce (2007: $887 per ounce). Discount rates applied in 2008 are
higher than those used in the previous year, reflecting current market and economic conditions. In addition, reserves at the
Geita mine in Tanzania decreased during 2008. These two factors were the primary cause of the impairment charge in 2008.


Key factors affecting results

Gold prices

AngloGold Ashanti’s operating results are directly related to the price of gold which can fluctuate widely and is affected by
numerous factors beyond its control, including industrial and jewellery demand, expectations with respect to the rate of
inflation, th e strength of the US dollar (the currency in which the price of gold is generally quoted) and of other currencies,
interest rates, actual or expected gold sales by central banks and the International Monetary Fund (IMF), forward sales by
producers, global or regional political or economic events, and production and cost levels in major gold-producing regions. In
addition, the price of gold sometimes is subject to rapid short-term changes because of speculative activities.

The current demand for and supply of gold may affect gold prices, but not necessarily in the same manner as current supply
and demand affect the prices of other commodities. The supply of gold consists of a combination of new production and
fabricated gold held by governments, public and private financial institutions, industrial organizations and private individuals.
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As the amounts produced in any single year constitute a very small portion of the total potential supply of gold, normal
variations in current production do not necessarily have a significant impact on the supply of gold or on its price. If revenue
from gold sales falls for a substantial period below the Company’s cost of production at its operations, AngloGold Ashanti could
determine that it is not economically feasible to continue commercial production at any or all of its operations or to continue the
development of some or all of its projects.

On April 29, 2009, the afternoon fixing price for gold on the London Bullion Market was $898.25 per ounce.

For a discussion of the gold supply and demand dynamics, see “Item 4B.: Business overview – The Gold and Uranium
Markets – Gold”.


Production Costs

Production costs are incurred on labor, fuel, lubricants, power, consumable stores (which include explosives, timber and other
consumables) and utilities incurred in the production of gold. AngloGold Ashanti has estimated that for each $1 per barrel rise
in the oil price, the average cash costs of all its operations increases by about $0.50 per ounce with the cash costs of certain of
its mines, which are more dependent on fuel, being more sensitive to changes in the price of oil. Labor is also a significant
component of production costs as AngloGold Ashanti’s mining operations consist mainly of deep-level underground mining
methods as well as open-pit operations, both of which are labor intensive.


Impairments

In conducting mining operations, AngloGold Ashanti recognizes the inherent risks and uncertainties of the industry, and the
wasting nature of assets. Recoverability of capitalized amounts is reviewed on a regular basis. In 2008, AngloGold Ashanti
incurred an impairment charge of $371 million on long-lived assets and $299 million on goodwill.


Effect of exchange rate fluctuations

Currently, a significant portion of AngloGold Ashanti’s revenues, excluding the effect of realized non-hedge derivatives, are
generated in South Africa, and to a lesser extent in Brazil, Argentina and Australia, and most of its production costs, therefore,
are denominated in local currencies, such as the South African rand, the Brazilian real, the Argentinean peso and the
Australian dollar. In 2008, the Company derived 60 percent (57 percent including joint venture arrangements) of its revenues
from these countries and incurred 59 percent (55 percent including joint venture arrangements) of its production costs in these
local currencies. A 1 percent strengthening of these local currencies against the US dollar will result in an increase of total
cash costs incurred of nearly $3 per ounce, or 1 percent. As the price of g old is denominated in US dollars and the Company
realizes the majority of its revenues in US dollars, devaluation of these local currencies against the US dollar improves the
Company’s profitability in the short-term. Conversely strengthening of these local currencies against the US dollar adversely
impacts the Company’s profitability in the short-term. Based upon average rates during the respective years, the rand
weakened and the real strengthened by approximately 17 percent and 6 percent respectively, against the US dollar in 2008
compared to 2007. The Argentinean peso had devalued to 3.45: 1 against the US dollar by December 31, 2008 from 3.15:1
against the US dollar as of January 1, 2008. The Australian dollar, based on the average rates during the respective years,
strengthened by 2 percent against the US dollar in 2008 compared to 2007.

To fund local operations, AngloGold Ashanti holds funds in local currencies. The US dollar value of these currenc ies may be
affected by exchange rate fluctuations and, as a result, the Company’s cash and cash equivalents reported in US dollars could
change. At December 31, 2008, approximately 46 percent of the Company’s cash and cash equivalents were held in local
currencies.

Certain exchange controls are currently in force in South Africa. Although the exchange rate of the rand is primarily market
determined, its value at any time may not be considered a true reflection of the underlying value while exchange controls exist.
The government has indicated its intention to lift exchange controls over time. As exchange controls are relaxed, rand
exchange rates will be more closely tied to market forces. It is not possible to predict whether or when this will occur or the
future value of the rand. For a detailed discussion of these exchange controls, see “Item 10D.: Exchange controls”.

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Effect of inflation

The mining industry continues to experience price inflation for many commodities and consumables used in the production of
gold which leads to higher production costs reported by many gold producers.

AngloGold Ashanti’s operations have not been materially adversely affected by inflation in recent years given that it has
benefited from sustained period of rising gold prices. However, the Company is unable to control the prices at which it sells its
gold (except to the limited extent that it utilizes commodity instruments) and it is possible, therefore, that if there is to be
significant inflation in South Africa, and to a lesser extent in Brazil, Argentina and Australia, without a concurrent devaluation of
the local currency or an increase in the price of gold, there could be a material adverse effect upon the Company’s results and
financial co ndition.

The percentage change in the rand/US dollar exchange rate, based upon average rates during the respective years, and the
local annual inflation rate, as measured by the South African Producer Price Index (PPI), are set out in the table below:
Year ended December 31
2008
percent
2007
percent
2006
percent
The average South African rand/US$ exchange rate weakened by:
17.4
3.8
6.3
PPI (inflation rate) increase:
14.2
10.0
7.7
Net effect
(3.2)                       6.2                       1.4


Effect of commodity instruments

AngloGold Ashanti has utilized commodity instruments to protect the selling price of some of its anticipated production. The
use of such instruments prevents full participation in subsequent increases in the market price for the commodity with respect
to covered production. The Company has been reducing its hedge commitments through hedge buy-backs (limited to
non-hedge derivatives), deliveries into contracts and restructurings in order to provide greater participation in a rising gold price
environment, the effect of which may be that only limited price protection is available at lower gold prices. As a result, the
Company has reduced its hedge commitments by 5.29 million ounces (or 47 percent) from 11.28 million ounces as at
December 31, 2007 to 5.99 million ounces as at December 31, 2008. For a discussion of the Company's commodity
i nstruments see "Item 11: Quantitative and qualitative disclosures about market risk".


Acquisitions and dispositions

The global gold mining industry has experienced active consolidation and rationalization activities in recent years. Accordingly,
AngloGold Ashanti has been, and expects to continue to be, involved in a number of acquisitions and dispositions as part of
this global trend and to identify value-adding business combination and acquisition opportunities.

The following is a description of acquisitions and dispositions completed by AngloGold Ashanti from January 1, 2006 through
December 31, 2008:

In February 2006, AnloGold Ashanti disposed of the entire investment in Tanami Gold with the sale of 19 million shares for a
cash consideration of A$3.9 million ($3.0 million).

On February 27, 2006, AngloGold Ashanti announced that it had signed an agreement with Dynasty Gold Corporation, a
company with exploratio n activities in China, to acquire an effective 8.7 percent stake in that company through a purchase of
5.75 million Dynasty units at a price of C$0.40 each.
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On June 30, 2006, AngloGold Ashanti (U.S.A.) Exploration Inc. (AngloGold Ashanti), International Tower Hill Mines Ltd (ITH)
and Talon Gold Alaska, Inc. (Talon), a wholly-owned subsidiary of ITH, entered into an Asset Purchase and Sale and Indemnity
Agreement whereby AngloGold Ashanti sold to Talon a 100 percent interest in six Alaska mineral exploration properties and
associated databases in return for 5,997,295 common shares of ITH stock, representing 19.99 percent interest in
ITH (December 31, 2008; 14.55 percent held). The Company also granted to ITH the exclusive option to acquire a 60 percent
interest in each of its LMS and Terra projects by incurring $3 million of exploration expenditure on each project (total of
$6 million) within four years of the grant date of the options. As part of the two option agreements, the Company will have the
option to increase or dilute its stake in these projects.

On August 23, 2006, AngloGold Ashanti announced that it had entered into a conditional agreement with Central African Gold
plc (CAG) to sell the assets, related to Bibiani and Bibiani North prospecting permit to CAG for a consideration of $40 million.
The conditions precedent to the sale were satisfied effective December 28, 2006. The Bibiani North prospecting license was
assigned to CAG on May 17, 2007 by the Ghanaian Land Commission and Registry.

Arising from the sale of Bibiani assets, AngloGold Ashanti applied $3 million of the partial proceeds to an investment of
15,825,902 Central African Gold plc (CAG) shares. Subsequent to this decision, local regulators required that the shares in
CAG be sold within 90 days of December 28, 2006. On February 14, 2007, the Company disposed of 7,000,000 CAG shares
yielding total proceeds of £768,845 ($1.5 million) and during April 2007, disposed of the remaining 8,825,902 CAG shares
yielding total proceeds of &pou nd;894,833 ($1.8 million).

On September 21, 2006, AngloGold Ashanti announced that it had entered into a 50:50 strategic alliance (joint venture) with
Russian gold and silver producer, OAO Inter-Regional Research and Production Association Polymetal (Polymetal) in terms of
which, Polymetal and AngloGold Ashanti would cooperate in exploration, acquisition and development of gold mining
opportunities within the Russian Federation. At the same time, the Company announced that it had submitted an offer to the
board of Trans-Siberian Gold plc (TSG) to acquire all of TSG’s interest in its Krasnoyarsk based subsidiaries, OOO GRK
Amikan (Amikan) and OOO Artel Staratelei Angarskaya Proizvodstvennaya Kompania (AS APK) for a consideration of
$40 million. In June 2007, the Company concluded the purchase of TSG’s interests in Amikan (which holds the Veduga
deposit, related exploration and mining licenses) and AS APK (which holds the Bogunay deposit, related exploration and
mining licenses). These companies acquired from TSG by AngloGold Ashanti, together with two greenfields exploration
companies held by Polymetal, hold the initial operating assets of the joint venture. Of the assets acquired from TSG, assets of
$15 million were subsequently sold by the joint venture during the quarter ended March 31, 2008.

On June 8, 2007, AngloGold Ashanti announced that it had sold, subject to certain conditions, most of the remaining moveable
and immovable assets of Ergo, the surface reclamation operation east of Johannesburg, discontinued in March 2005, to a
consortium of Mintails South Africa (Pty) Limited/DRD South African Operations (Pty) Limited . The transaction was approved
by the Competition Commissioner on May 5, 2008. An outstanding resolutive condition to the sale agreement, is consent by
the Minister of Minerals and Energy of the transfer of mining rights.

During July 2007, AngloGold Ashanti disposed of its investment of 600,000 shares previously held in Mwana Africa plc for
$0.8 million.

AngloGold Ashanti completed the acquisition of the minority interests in the Iduapriem and Teberebie mine previously held by
the Government of Ghana (5 percent) and the International Finance Corporation (10 percent) effective September 1, 2007 for a
total cash consideration of $25 million. The Iduapriem and Teberebie mine is now wholly-owned by the Company. The
Company finalized the purchase price allocation of fixed assets during the third quarter of 2008. The final purchase price
allocation did not vary significantly from the preliminary allocation.

On February 14, 2008, AngloGold Ashanti announced that it had entered into a binding memorandum of agreement (MOA)
with B2Gold Corp. (B2Gold). The MOA provides for the existing Colombian joint venture agreements between AngloGold
Ashanti and B2Gold to be amended. B2Gold would also acquire from AngloGold Ashanti, additional interests in certain mineral < br>properties in Colombia. In exchange, B2Gold would issue to AngloGold Ashanti, 25 million common shares and 21.4 million
common share purchase warrants in B2Gold. On May 16, 2008, AngloGold Ashanti announced that it had completed the
transaction to acquire a 15.9 percent direct interest in B2Gold and increase B2Gold's interest in certain Colombian properties,
as stated.

During the quarter ended June 30, 2008, the Company disposed of its 50 percent interest held in Nufcor International Limited,
a London based uranium marketing, trading and advisory business, to Constellation Energy Commodities Group for net
proceeds of $48 million.
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Effective July 1, 2008, AngloGold Ashanti acquired the remaining 33 percent shareholding in the Cripple Creek & Victor Gold
Mining Company joint venture (CC&V) through the acquisition of 100 percent of Golden Cycle Gold Corporation (GCGC). The
Company issued 3,181,198 AngloGold Ashanti shares (total value $118 million) pursuant to this transaction. The Company
completed the purchase price allocation of fixed assets during the third quarter of 2008. The transaction was accounted for as
a purchase business combination whereby identifiable assets acquired and liabilities assumed were recorded at their fair
market values as of the date of acquisition. The excess of the purchase price over such fair value was recorded as goodwill
and as such, the acquisition resulted in goodwill of $18 million being recorded, relating mainly to the premium paid to obtain the
remaining interest in CC&V.

O n December 15, 2008, AngloGold Ashanti announced that it had completed the purchase of São Bento Gold Company
Limited (SBG) and its wholly-owned subsidiary, São Bento Mineração S.A. (SBMSA) from Eldorado Gold Corporation
(Eldorado) for a consideration of $70 million through the issuance of 2,701,660 AngloGold Ashanti shares. The transaction
was accounted for as an asset acquisition. The purchase price was allocated to the underlying assets acquired. The purchase
of SBG and SBMSA gives AngloGold Ashanti access to the São Bento mine, a gold operation situated in the immediate vicinity
of AngloGold Ashanti's Córrego do Sítio mine, located in the municipality of Santa Bárbara, Iron Quadrangle region of Minas
Gerais State, Brazil.

The consolidated financial statements reflect the operations and financial condition of AngloGold Ashanti, assuming that
acquisitions and dispositions took place on the effective date of these transactions.


South African economic and other factors

AngloGold Ashanti is a company domiciled in South Africa, with a number of operations in South Africa. As a result, the
Company is subject to various economic, fiscal and monetary factors that affect South African companies generally.

South African companies are subject to exchange control regulations. Governmental officials have from time to time stated
their intentions to lift South Africa’s exchange control regulations when economic conditions permit such action. From 1998,
certain aspects of exchange controls for financial institutions and individuals have been incrementally relaxed. It is, however,
impossible to predict whether or when the South African government will remove exchange controls in their entirety. South
African companies remain subject to restrictions on their ability to export and deploy capital outside of the Southern African
Common Monetary Area, unless dispensation has been granted by the South African Reserve Bank. For a detailed discussion
of exchange controls, see “Item 10D.: Exchange controls”.

The Mineral and Petroleum Resources Royalty Act was promulgated by the South African Minister of Finance on
November 24, 2008 and provides for the payment of a royalty according to a formula based on taxable earnings before interest
and tax. It has a minimum rate of 0.5 percent and a maximum rate of 5 percent and is a tax deductible expense. It is estimated
that the formula will translate to a royalty rate of between 2.5 percent and 4 percent of gross sales in terms of current pricing
assumptions. The payment of royalties was scheduled to begin on May 1, 2009 but has been postponed to March 1, 2010 as
announced in the minister of finance’s budget speech on February 11, 2009.


Comparison of operating performance in 2008, 2007 and 2006

The following table presents operating data for the AngloGold Asha nti group for the three year period ended
December 31, 2008:
Operating data for AngloGold Ashanti
Year ended December 31
2008                   2007                    2006
Total attributable gold production (thousand ounces)
4,982
5,477
5,635
Total cash costs ($/oz)
465
367
321
Total production costs ($/oz)
592
504
452
Production costs (million US dollars)                                                                                     2,159
1,917
1,539
Capital expenditure (million US dollars)
1,239
1,059
817
- Consolidated entities
1,232
1,050                      811
- Equity accounted joint ventures
7
9                         6
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Attributable gold production

For the year ended December 31, 2008, AngloGold Ashanti’s total attributable gold production from continuing operations
decreased by 495,000 ounces, or 9 percent, to 5 million ounces from 5.5 million ounces produced in 2007. In South Africa, gold
production decreased by 10 percent from 2,328,000 ounces produced in 2007, to 2,099,000 ounces produced in 2008 mainly
due to a decline in the volume of ore mined at Great Noligwa as a result of power shortages, stricter safety controls and lower
volume mined at TauTona and Kopanang due to seismicity issues and power outages. Gold production in Argentina, Australia
and Mali decreased from 204,000 ounces, 600,000 ounces and 441,000 ounces, respectively, produced in 2007, to
154,000 ounces, 433,000 ounces and 409,000 ounces, respectively, produced in 2008. This was mainly due to plant
breakdowns and sedimentation problems at the plant that resulted i n low mill throughput at Cerro Vanguardia (Argentina), the
completion of mining the high grade ore in the base of the Mega Pit at Sunrise Dam (Australia) and a decrease in recovered
grade as a result of stacking lower grade marginal ore at Yatela (Mali).
The decrease in gold produced over 2008 at most mines was partially offset by an increase in gold production in Ghana and
Guinea from 527,000 ounces and 280,000 ounces, respectively, produced in 2007 to 557,000 ounces and 333,000 ounces
produced, respectively, in 2008. This was mainly due to improved plant availability and utilisation at Siguiri (Guinea) and
Iduapriem (Ghana).
For the year ended December 31, 2007, AngloGold Ashanti’s total attributable gold production from continuing operations
decreased by 158,000 ounces, or 3 percent, to 5.5 million ounces from 5.6 million ounces produced in 2006. In South Africa,
gold production decreased by 9 percent from 2,554,000 ounces produced in 2006, to 2,328,000 ounces produced in 2007
mainly due to a decline in the volume of ore mined at Great Noligwa as a result of lower face advance and lower volume mined
at TauTona and Kopanang due to seismicity issues. Gold production in Argentina, Ghana and Mali decreased from
215,000 ounces, 592,000 ounces and 537,000 ounces, respectively, produced in 2006, to 204,000 ounces, 527,000 ounces
and 441,000 ounces, respectively, produced in 2007. This was mainly due to lower grades at Cerro Vanguardia (in Argentina);
lower volumes mined due to an eleven day plant shutdown and power outages at Obuasi (in Ghana) and the impact on
production following the sale of Bibiani (in Ghana) concluded in December 2006. In Mali gold production for 2007 was lower
compared to 2006 due to lower recovered grades at Yatela, Morila and Sadiola.
The decrease in gold produced over 2007 at most mines was partially offset by an increase in gold production in Australia,
Brazil, Guinea and Tanzania from 465,000 ounces, 339,000 ounces, 256,000 ounces and 308,000 ounces, respectively,
produced in 2006, to 600,000 ounces, 408,000 ounces, 280,000 ounces and 327,000 ounces produced, respectively, in 2007.
This was mainly due to the mining of high grade areas at Sunrise Dam (in Australia); at AngloGold Ashanti Brasil Mineração (in
Brazil) due to Cuiabá mine expansion completed in latter half of 2006; at Siguiri (in Guinea) due to higher volumes treated with
the Carbon-in-pulp (CIP) plant being in full production and at Geita (in Tanzania) due to the impact of adverse weather
conditions, the delay in the Nyankanga pit push-back and lower recovered grade in 2006.

A more detailed review of gold production at each of AngloGold Ashanti̵ 7;s operations is provided under “Item 4B.: Business
overview”.


Total cash costs and total production costs

Comparison of total cash costs and total production costs in 2008 with 2007
Cash costs at most of the operations situated in South Africa increased in 2008 when compared to 2007. This was largely a
result of the reduced volumes mined, declining grades, increased power tariffs, wage increases and input cost inflation.
Cerro Vanguardia, the Argentinean mine, recorded an increase in cash costs of 137 percent from $260 per ounce in 2007 to
$617 per ounce in 2008, mainly as a result of lower volumes and grade, the increased cost of mining supplies, a function of the
inflationary impact of higher commodity prices and higher maintenance costs (due to an extension on the useful life of some
mine equipment), as well as an increase in wages and a decrease in by-product sales.

The Australian mine, Sunrise Dam, reported cash costs of $559 per ounce for 2008 compared to $262 per ounce for 2007, a
113 percent increase mainly due to significantly higher input costs, specifically for fuel and labor, during the year as well as a
decrease in production.
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The Brazilian mines, Brasil Mineração and Serra Grande, reported cash costs of $322 per ounce in 2008 compared to
$246 per ounce in 2007 and $299 per ounce in 2008 compared to $264 per ounce in 2007, respectively. This increase in cash
costs at both mines is mainly attributable to the appreciation of the local currency against the US dollar. Higher local inflation on
materials, services and maintenance costs was partially offset by the better price received for sulfuric acid by-product at Brasil
Mineração.

Obuasi in Ghana reported increased cash costs of $172 per ounce increasing to $636 per ounce in 2008 as a result of the
increase in prices of consumables and fuel, contractor costs and power tariffs, as well as higher royalty payments. Iduapriem
reported an increase in cash costs from $497 per ounce in 2007 to $625 per ounce in 2008 mainly due to the increase in prices
of consumables and fuel, contractor costs and power tariffs in the second half of the year, as well as higher royalty payments.
The total cash costs of Siguiri, in Guinea, were fractionally lower at $468 per ounce in 2008 compared to $471 per ounce in
2007.

The Malian operations reported increased cash costs. Yatela reported an increase in cash costs to $621 per ounce in 2008
compared to $300 per ounce in 2007 due to the significant decline in production, appreciation of the euro against the dollar
and higher fuel and reagent prices. At Morila, cash costs increased in 2008 to $424 per ounce compared to $333 per ounce in
2007 mainly due to the decline in production, appreciation of the euro against the dollar and higher fuel prices, wages and
mining contractor costs. At Sadiola, production increased 23 percent to 172,000 ounces, consequently cash costs decreased
from $414 per ounce in 2007 to $401 per ounce in 2008.

Navachab in Namibia reported an increase in cash c osts of 18 percent to $559 per ounce as a result of an increase in the costs
of labor, diesel fuel and explosives whilst the decline in gold production also had a negative effect.

Geita in Tanzania reported a 30 percent increase in cash costs from $627 per ounce in 2007 to $814 per ounce in 2008 this
was mainly due to lower production, the higher costs of power generation, spares and reagents also had a negative effect. In
North America, Cripple Creek reported a $41 per ounce increase to $310 per ounce in 2008 mainly due to higher commodity
and diesel fuel prices.

Overall, total cash costs for 2008 increased by $98 per ounce, or 27 percent, the primary causes being $53 per ounce was due
to inflation, $25 per ounce to lower grades, $20 per ounce to lower volumes and a net $22 per ounce for other variences.
These increases were partially offset by exchange gains of $22 per ounce.

Comparison of total cash costs and total production costs in 2007 with 2006

Cash costs in all of the operations situated in South Africa increased in 2007 when compared to 2006. This was largely a result
of the reduced volumes mined, declining grades, safety-related stoppages and wage increases.

Cerro Vanguardia, the Argentinean mine, recorded an increase in cash costs of 17 percent from $223 per ounce in 2006 to
$260 per ounce in 2007, mainly as a result of higher local inflation, increases in contractor and maintenance costs as well as
an increase in the size of the workforce partially offset by higher silver by-product revenue.

The Australian mine, Sunrise Dam, reported cash costs of $262 per ounce for 2007 compared to $333 per ounce for 2006, a
21 percent decrease mainly due to record gold production in 2007.

The Brazilian mines, Brasil Mineração and Serra Grande, reported cash costs of $246 per ounce in 2007 compared to
$207 per ounce in 2006 and $264 per ounce in 2007 compared to $196 per ounce in 2006, respectively. This increase in cash
costs at both mines is mainly attributable to higher local inflation and reduced grade recovered and the appreciation of the local
currency against the US dollar.

Obuasi in Ghana reported increased cash costs of $67 per ounce increasing to $464 per ounce in 2007 as a result of reduced
production and increases in prices of consumables and rates of service contracts. Iduapriem reported an increase in cash
costs from $413 per ounce in 2006 to $497 per ounce in 2007 mainly due to the combined impact of the mill shutdown and
increases in contract mining costs. The operations at Siguiri, in Guinea, reported a $73 per ounce increase in cash costs to
$471 per ounce, mainly as result of the appreciation of the Guinean franc against the US dollar, higher royalty payments linked
to the higher gold price and higher fuel and labor costs.
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The Malian operations reported increased cash costs. Yatela reported an increase in cash costs to $300 per ounce in 2007
compared to $241 per ounce in 2006 due to the decline in production, appreciation of the euro and FCFA against the dollar and
higher fuel prices. At Morila, cash costs increased in 2007 to $333 per ounce compared to $266 per ounce in 2006 mainly due
to the decline in production, appreciation of the euro and FCFA against the dollar and higher fuel prices. At Sadiola, production
declined 26 percent to 140,000 ounces, consequently cash costs increased from $268 per ounce in 2006 to $414 per ounce in
2007.

Navachab in Namibia reported an increase in cash costs of 36 percent to $475 per ounce as a result of an increase in the costs
of labor and explosives whilst a grade-related decline in gold production also had a negative effect. Geita in Tanzania reported
a slight decrease in c ash costs from $630 per ounce in 2006 to $627 per ounce in 2007. Reduced expenditure on equipment
re-builds, contractor services and an increased level of production contributed to the containment of costs. In North America,
Cripple Creek reported a $21 per ounce increase to $269 per ounce in 2007 mainly due to higher commodity and diesel fuel
prices.

Overall, total cash costs for 2007 increased by $46 per ounce, or 14 percent, of which $21 per ounce was due to inflation,
$20 per ounce to lower efficiencies, $8 per ounce to decreased by-product sales, $6 per ounce to lower volumes and $5 per
ounce to exchange and royalty effects. These increases were partially offset by higher grades of $2 per ounce and other
variances of $12 per ounce.

Total production costs per ounce increased from $504 per ounce in 2007 to $592 per ounce in 2008 and from $452 per ounce
in 2006 to $504 per ounce in 2007.

A more detailed review of total cash costs and total productio n costs at each of AngloGold Ashanti’s operations is provided
under “Item 4B.: Business overview”.

Reconciliation of total cash costs and total production costs to financial statements

Total cash costs and total production costs are calculated in accordance with the guidelines of the Gold Institute industry
standard and Industry practice and are not US GAAP measures. The Gold Institute, which is incorporated into the National
Mining Association, was a non-profit international association of miners, refiners, bullion suppliers and manufacturers of gold
products, which developed a uniform format for reporting total production costs on a per ounce basis. The guidance was first
adopted in 1996 and revised in November 1999.

Total cash costs, as defined in the Gold Institute industry guidelines, are production costs as recorded in the statement of
operations, less offsite (i.e. central), general and administrative expenses (including head office costs charged to the mines,
central training expenses, industry association fees, refinery charges and social development costs) and re habilitation costs,
plus royalties and employee termination costs.

Total cash costs as calculated and reported by AngloGold Ashanti include costs for all mining, processing, onsite
administration costs, royalties and production taxes, as well as contributions from by-products, but exclusive of depreciation,
depletion and amortization, rehabilitation costs, employment severance costs, corporate administration costs, capital costs and
exploration costs. Total cash costs per ounce are calculated by dividing attributable total cash costs by attributable ounces of
gold produced.

Total production costs, as defined in the Gold Institute industry guidelines, are total cash costs, as calculated using the Gold
Institute industry guidelines, plus amortization, depreciation and rehabilitation costs.

Total production costs as calculated and reported by AngloGold Ashanti include total cash costs, plus depreciation, depletion
and amortization, employee severance cost s and rehabilitation and other non-cash costs. Total production costs per ounce are
calculated by dividing attributable total production costs by attributable ounces of gold produced.

Total cash costs and total production costs should not be considered by investors in isolation or as alternatives to production
costs, net income/(loss) applicable to common stockholders, income/(loss) before income tax provision, net cash provided by
operating activities or any other measure of financial performance presented in accordance with US GAAP or as an indicator of
the company’s performance. While the Gold Institute has provided definitions for the calculation of total cash costs and total
production costs, the calculation of total cash costs, total cash costs per ounce, total production costs and total production
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132
costs per ounce may vary significantly among gold mining companies, and by themselves do not necessarily provide a basis
for comparison with other gold mining companies. However, AngloGold Ashanti believes that total cash costs and total
production costs in total by mine and per ounce by mine are useful indicators to investors and management as they provide:

•      an indication of profitability, efficiency and cash flows;
•      the trend in costs as the mining operations mature over time on a consistent basis; and
•      an internal benchmark of performance to allow for comparison against other mines, both within the AngloGold Ashanti
       group and of other gold mining companies.

A reconciliation of production costs as included in the company’s audited financial statements to total cash costs and to total
production costs for each of the three years in the period ended December 31, 2008 is presented below. In addition the
Company has also provided below detail of the attributable ounces of gold produced by mine for each of those periods.

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133
For the year ended December 31, 2008

Operations in South Africa
(in $ millions, except as otherwise noted)



Mponeng

TauTona

Savuka
Great
Noligwa
Kopanang
Tau Lekoa
Moab
Khotsong
Surface
operations
Corporate
(6)
Production costs
155
125
29
152
128
78
74
41
13
Plus:
Production costs of equity accounted joint ventures
(1)
-
-
-
-
-
-
-
-
9
Less:
Rehabilitation costs & other non-cash costs
(2)
(7)
(1)
-
-
(2)
(1)
-
26
Plus:
Inventory movement
(1)
-
-
-
-
-
-
-
-
Royalties
-
-
-
-
-
-
-
-
-
Related party transactions
(2)
(3)
(1)
-
(1)
(2)
(1)
(1)
-
-
Adjusted for:
Minority interests
(3)
-
-
-
-
-
-
-
-
-
Non-gold producing companies and adjustments
-
-
-
-
-
-
-
-
(32)
Total cash costs
149
117
28
151
126
75
72
41
16
Plus:
Depreciation, depletion and amortization
44
37
5
32
53
25
50
3
12
Employee severance costs
1
2
-
3
2
1
-
-
-
Rehabilitation and other non-cash costs
2
7
1
-
-
2
1
-
(26)
Adjusted for:
Minority interests
(3)
-
-
-
-
-
-
-
-
(8)
Non-gold producing companies and adjustments
-
-
-
-
-
-
-
-
(3)
Total production costs
196
163
34
186
181
103
123
44
(9)
Gold produced (000’ ounces)
(4)
600
314
66
330
362
143
192
92
-
Total cash costs per ounce
(5)
248
373
424
458
348
524
375
446
-
Total production costs per ounce
(5)
327
519
515
564
500
720
641
478
-


133
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134
For the year ended December 31, 2008

Operations in Argentina, Australia, Brazil, Ghana, Guinea, Mali, Namibia, Tanzania and USA
(in $ millions, except as otherwise noted)

ARGEN-
TINA
AUSTRALIA          BRAZIL             GHANA
GUI-
NEA
MALI
NAM-
IBIA
TANZA-
NIA
USA
Cerro
Vanguardia
Sun
rise 
Dam

Bodd-
ington
(8)
Anglo
Gold
Asha-
nti
Brasi
Mine-
ração
Serra 
Grande
Obuasi
Iduap-
riem
Siguiri
Sadiola
Yatela
Morila
Navachab

Geita

Cripple
Creek &
 Victor
Production costs
99
231
(1)      106
52       227      118
157
-
-
-
37
268
70
Plus:
Production costs of equity accounted
joint ventures
(1)
-
-
-
-
-
-
-
-
60
34
65
-
-
-
Less:
Rehabilitation costs & other non-cash
costs
(5)
-
1
1
-
-
1
(1)
-
1
-
(1)
5
(3)
Plus:
Inventory movement
(4)
1
-
(4)
-
(9)
1
(3)
-
1
(2)
-
(65)
63
Royalties
12
10
-
-
-
9
5
31
9
3
9
2
7
2
Related party transactions
(2)
-
-
-
-
-
-
-
-
-
2
-
-
-
-
Adjusted
for:
Minority interests
(3)
(7)
-
-
-
(26)
-
-
(28)
-
-
-
-
-
-
Total cash costs
95
242
-       103
26       227     125
156
69
41
72
38
215
132
Plus:
Depreciation, depletion and amortization
17
46
-
42
17
81
24
36
32
2
13
4
55
31
Employee severance costs
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Rehabilitation and other non-cash costs
5
-
(1)
(1)
-
-
(1)
1
-
(1)
-
1
(5)
3
Adjusted
for:
Minority interests
(3)
(2)
-
-
-
(8)
-
-
(5)
-
-
-
-
-
-
Total production costs
115
288
(1)     144
35       308      148
188       101
42
85
43
265
166
Gold produced (000’ ounces)
(4)
154
433
-        320
87       357      200
333       172
66
170
68
264
258
Total cash costs per ounce
(5)
617
559
-        322
299       636      625
468       401      621
424
559
814
(7)
310
Total production costs per ounce
(5)
747
665
-        450
402       863      740
565        587     636
500
632
1,004
643



134
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135
For the year ended December 31, 2008

AngloGold Ashanti operations - Total
(in $ millions, except as otherwise noted)

Total
Production costs per financial statements
2,159
Plus:
Production costs of equity accounted joint ventures
(1)
168
Plus:
Rehabilitation costs & other non-cash costs
12
Less/(plus):
Inventory movement
(22)
Royalties
99
Related party transactions
(2)
(7)
Adjusted for:
Minority interests
(3)
(61)
Non-gold producing companies and adjustments
(32)
Total cash costs
2,316
Plus/(less):
Depreciation, depletion and amortization
661
Employee severance costs
9
Rehabilitation and other non-cash costs
(12)
Adjusted for:
Minority interests
(3)
(23)
Non-gold producing companies and adjustments
(3)
Total production costs
2,948
Gold produced (000’ ounces)
(4)
4,982
Total cash costs per ounce
(5)
465
Total production costs per ounce
(5)
592
(1)     Production costs and related expenses of equity accounted joint ventures are included in the calculation of total cash costs per
         ounce and total production costs per ounce.
(2)     Relates solely to production costs as included in the Company’s consolidated financial statements and has, accordingly, been
         included in total production costs and total cash costs.
(3)     Adjusting for minority interest of items included in calculation, to disclose the attributable portions only.
(4)     Attributable production only.
(5)     In addition to the operational performances of the mines, total cash costs per ounce and total production costs per ounce are
         affected by fluctuations in the currency exchange rate. AngloGold Ashanti reports total cash costs per ounce and total
         production costs per ounce calculated to the nearest US dollar amount and gold produced in ounces.
(6)     Corporate includes non-gold producing subsidiaries.
(7)     Total cash costs per ounce calculation includes heap-leach inventory change.
(8)     There was no production attributable to AngloGold Ashanti in 2008. Subsequent to year-end the Company announced the sale
         of its 33.33 percent interest in Boddington to Newmont Mining Corporation.

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136
For the year ended December 31, 2007

Operations in South Africa
(in $ millions, except as otherwise noted)


Mponeng
TauTona
Savuka
Great
Noligwa
Kopanang
Tau Lekoa
Moab
Khotsong
Surface
operations
Corporate
(6)
Production costs
159
132
30
201
133
80
51
39
49
Plus:
Production costs of equity accounted joint ventures
(1)
-                    -                  -                   -                  -                   -                  -                  -                 (8)
Less:
Rehabilitation costs & other non-cash costs
-                    1                 -                 (2)
(1)                   -               (5)                  -
(23)
Plus:
Inventory movement
(1)
(1)
-
(1)
(1)
(1)
-
-
-
Royalties
-                    -                  -                  -                   -                   -                  -                  -                  -
Related party transactions
(2)
(3)                (2)                (1)               (3)                 (3)                (1)               (1)                (1)                 -
Adjusted for:
Minority interests
(3)
-                   -                  -                   -                  -                   -                  -                   -                  1
Non-gold producing companies and adjustments
-
-
-
-
-
-
-
-
(8)
Total cash costs
155
130
29
195
128
78
45
38
11
Plus:
Depreciation, depletion and amortization
53               64                  5                 50                37                45                34                  3                 15
Employee severance costs
1
1
-
1
1
1
-
-
-
Rehabilitation and other non-cash costs
-
(1)
-
2
1
-
5
-
23
Adjusted for:
Minority interests
(3)
-                   -                  -                   -                  -                   -                  -                   -                   -
Non-gold producing companies and adjustments
-
-
-
-
-
-
-
-
(4)
Total
production
costs
209             194                 34               248              167              124                84                 41                45
Gold produced (000’ ounces)
(4)
587              409                 73              483               418              165                67                125                 -
Total cash costs per ounce
(5)
264              318                397             404                306              473              672                304                 -
Total production costs per ounce
(5)
356              474                466             513                400              752            1,254                328                -


136
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137
For the year ended December 31, 2007

Operations in Argentina, Australia, Brazil, Ghana, Guinea, Mali, Namibia, Tanzania and USA
(in $ millions, except as otherwise noted)

ARGEN-
TINA
AUSTRALIA               BRAZIL              GHANA
GUI-
NEA
MALI
NAMI-
BIA
TANZA-
NIA
USA
Cerro
Vanguardia
Sunrise
 Dam
Bodd-
ington
(8)
Anglo
Gold
Ashanti
Brasil
Miner-
ação
Serra 
Grande
Obuasi
Iduapriem
(9)
Siguiri
Sadiola
Yatela
Morila

Navachab

Geita

Cripple
Creek & 
Victor
Production costs
44              145
1
82
52
176
92
136            -           -           -                 36             206               73
Plus:
Production costs of equity accounted
joint ventures
(1)
-                  -
-
-
-
-
-
-
54
30
50
-                   -                   -
Less:
Rehabilitation costs & other non-cash
costs
(4)                3          (1)
(4)
(2)
(18)
(7)            (6)          (3)
(1)           -
2
(4)
(4)
Plus:
Inventory movement
6               (2)
-
-
(1)
1
2
(3)
-
-
1             (1)                 (4)                42
Royalties
11
11
-
-
-
8
4
28
6
5
8
1                   7                  -
Related party transactions
(2)
-                  -
-
-
-
-
-
-
1
2
1               -                    -                  -
Adjusted for:
Minority interests
(3)
(4)                 -            -
-
(25)
-
(8)
(23)
-
-
-               -                    -                  -
Total cash costs
53             157
-          78
24
167
83
132
58
36
60            38                205              111
Plus:
Depreciation, depletion and amortization
17              53
-
32
18
67
21
45
6
4
13              6                  58               32
Employee severance costs
-                 -
-
-
-
14
-
-
-
-
-                -                    -                 -
Rehabilitation and other non-cash costs
4               (3)
1
4
2
18
7 6
3
1
-              (2)                   4                4
Adjusted for:
Minority interests
(3)
(1)                -             -
-
(10)
-
(2)
(7)
-
-
-                -                    -                 -
Total production costs
73             207
1
114
34
266
109
176
67
41
73             42                267              147
Gold produced (000’ ounces)
(4)
204
600           -           317        91       360       167           280        140       120       180
80
327
282
Total cash costs per ounce
(5)
260
262           -           246       264       464       497           471        414       300       333
475
627
(7)
  269
Total production costs per ounce
(5)
358
345           -           360        374      739       653           629         479      342       406
525
817
521



137
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138
For the year ended December 31, 2007

AngloGold Ashanti operations - Total
(in $ millions, except as otherwise noted)

Total
Production costs per financial statements
1,917
Plus:
Production costs of equity accounted joint ventures
(1)
126
Less:
Rehabilitation costs & other non-cash costs
(79)
Plus/(less):
Inventory movement
36
Royalties
89
Related party transactions
(2)
(11)
Adjusted for:
Minority interests
(3)
(59)
Non-gold producing companies and adjustments
(8)
Total cash costs
2,011
Plus:
Depreciation, depletion and amortization
678
Employee severance costs
19
Rehabilitation and other non-cash costs
79
Adjusted for:
Minority interests
(3)
(20)
Non-gold producing companies and adjustments
(4)
Total production costs
2,763
Gold produced (000’ ounces)
(4)
5,477
Total cash costs per ounce
(5)
367
Total production costs per ounce
(5)
504
(1)     Production costs and related expenses of equity accounted joint ventures are included in the calculation of total cash costs per  
         ounce and total production costs per ounce.
(2)     Relates solely to production costs as included in the Company’s consolidated financial statements and has, accordingly, been
         included in total production costs and total cash costs.
(3)     Adjusting for minority interest of items included in calculation, to disclose the attributable portions only.
(4)     Attributable production only.
(5)     In addition to the operational performances of the mines, total cash costs per ounce and total production costs per ounce are
         affected by fluctuations in the currency exchange rate. AngloGold Ashanti reports total cash costs per ounce and total
         production costs per ounce calculated to the nearest US dollar amount and gold produced in ounces.
(6)     Corporate includes non-gold producing subsidiaries.
(7)     Total cash costs per ounce calculation includes heap-leach inventory change.
(8)     There was no production attributable to AngloGold Ashanti in 2007.
(9)     Remaining minority interests of 15 percent were acquired effective September 1, 2007.

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139
For the year ended December 31, 2006

Operations in South Africa
(in $ millions, except as otherwise noted)


Mponeng
TauTona
Savuka
Great
Noligwa
Kopanang
Tau Lekoa
Moab
Khotsong
Surface
operations
Corporate
(6)
Production costs
137
128
29
161
128
78
29
32
(39)
Plus:
Production costs of equity accounted joint ventures
(1)
-                    -                  -                   -                   -                  -                   -                  -
(28)
Less:
Rehabilitation costs & other non-cash costs
1                 (2)                 1                (1)                   -               (1)                (1)                  -                  6
Plus:
Inventory movement
5
3
1
1
3
-
1
-
1
Royalties
-                   -                   -                  -                  -                    -                  -                  -                   -
Related party transactions
(2)
(1)                (1)                (1)               (1)                (1)                   -                  -                  -                    -
Adjusted for:
Minority interests
(3)
-                   -                  -                   -                  -                   -                  -                   -                (2)
Non-gold producing companies and adjustments
-
-
-
-
-
-
-
-
66
Total cash costs
142
128
30
160
130
77
29
32
4
Plus:
Depreciation, depletion and amortization
81               64                   3                67                37                43                 20                 4                  9
Employee severance costs
1
1
-
2
1
1
-
-
-
Rehabilitation and other non-cash costs
(1)
2
(1)
1
-
1
1
-
(6)
Adjusted for:
Minority interests
(3)
-                   -                  -                   -                  -                   -                   -                  -                   -
Non-gold producing companies and adjustments
-
-
-
-
-
-
-
(3)
Total
production
costs
223              195                32               230              168               122                50                36                  4
Gold produced (000’ ounces)
(4)
596              474                 89               615              446              176                44               113                  -
Total cash costs per ounce
(5)
238               270               337               260              291              438              659               283                  -
Total production costs per ounce
(5)
374               411               359               374              377              693           1,136                318                 -


139
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140
For the year ended December 31, 2006

Operations in Argentina, Australia, Brazil, Ghana, Guinea, Mali, Namibia, Tanzania and USA
(in $ millions, except as otherwise noted)

ARGEN-
TINA
AUSTRALIA            BRAZIL
GHANA
GUI-
NEA
MALI
NAMI-
BIA
TANZA-
NIA
USA
Cerro
Vanguardia
Sunrise
 Dam
Bodd-
ington
(8)
Anglo
Gold
Ashanti
Brasil
Mine-
ração
Serra 
Grande
Obuasi
Bibiani
(9)
Iduap-
riem
Siguiri
Sadiola
Yatela
Morila
Navachab

Geita

Cripple
Creek & 
Victor
Production costs
37              140            1          53
36
142
11
68            91            -          -           -             25           190              60
Plus:
Production costs of equity accounted
joint ventures
(1)
-
-              -            -          -           -           -          -             -           41
21
46              -
-
-
Less:
Rehabilitation costs & other non-cash
costs
-                4
(1)
(3)
-
1
3
4
(3)
2
3
(2)
2                7
(2)
Plus:
Inventory movement
3                4
-
-
2
4
1
3
11
2
3
3
3              (8)
40
Royalties
11               7
-
-
-
7
1
4
21
6
5
7             -                5                2
Related party transactions
(2)
-
-             -            -           -           -          -           -             -            -           2           1             -
-
-
Adjusted for:
Minority interests
(3)
(3)                -            -            -
(19)
-          -
(10)
(18)           -            -           -             -
-
-
Total cash costs
48
155           -           50          19       154       16        69         102         51          34         55          30
194           100
Plus:
Depreciation, depletion and amortization
35
38           -           20         14         79          9        27          52         19          15         17            7
49
39
Employee severance costs
-                 -            -             -            -
15
-
-             -            -            -           -             -                 -                -
Rehabilitation and other non-cash costs
-              (4)            1            3            -        (1)
(3)
(4)           3           (1)
(3)          4          (2)              (7)                2
Adjusted for:
Minority interests
(3)
(3)                -            -             -          (6)         -            -
(1)          (5)            -            -           -             -
-
-
Total production costs
80
189           1           73         27      247         22       91         152          69          46          76          35
236            141
Gold produced (000’ ounces)
(4)
215
465
-          242         97       387        37       167        256        190         141        207         86
308
283
Total cash costs per ounce
(5)
223
333
-           207      196        397      432       413        398        268         241        266       349
630
(7)
248
Total production costs per ounce
(5)
372
406
-           301       278       638      594       544        593         363        326       367        407
766
498

140
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141
For the year ended December 31, 2006

AngloGold Ashanti operations - Total
(in $ millions, except as otherwise noted)

Total
Production costs per financial statements
1,539
Plus:
Production costs of equity accounted joint ventures
(1)
80
Less:
Rehabilitation costs & other non-cash costs
17
Plus/(less):
Inventory movement
84
Royalties
78
Related party transactions
(2)
(2)
Adjusted for:
Minority interests
(3)
(54)
Non-gold producing companies and adjustments
68
Total cash costs
1,810
Plus/(less):
Depreciation, depletion and amortization
749
Employee severance costs
22
Rehabilitation and other non-cash costs
(17)
Adjusted for:
Minority interests
(3)
(15)
Non-gold producing companies and adjustments
(3)
Total production costs
2,546
Gold produced (000’ ounces)
(4)
5,635
Total cash costs per ounce
(5)
321
Total production costs per ounce
(5)
452
(1)     Production costs and related expenses of equity accounted joint ventures are included in the calculation of total cash costs per
         ounce and total production costs per ounce.
(2)     Relates solely to production costs as included in the Company’s consolidated financial statements and has, accordingly, been
         included in total production costs and total cash costs.
(3)     Adjusting for minority interest of items included in calculation, to disclose the attributable portions only.
(4)     Attributable production only.
(5)     In addition to the operational performances of the mines, total cash costs per ounce and total production costs per ounce are
         affected by fluctuations in the currency exchange rate. AngloGold Ashanti reports total cash costs per ounce and total
         production costs per ounce calculated to the nearest US dollar amount and gold produced in ounces.
(6)     Corporate includes non-gold producing subsidiaries.
(7)     Total cash costs per ounce calculation includes heap-leach inventory change.
(8)     There was no production attributable to AngloGold Ashanti in 2006.
(9)     Bibiani was sold effective December 28, 2006.


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142
Capital expenditure

Total capital expenditure of $1,239 million was recorded in the year ended December 31, 2008 compared to $1,059 million in
the same period in 2007. This represents a $180 million, or 17 percent, increase from 2007. In South Africa, capital
expenditure decreased from $411 million in 2007 to $347 million in 2008. In Australia, capital expenditure increased from
$281 million in 2007 to $439 million in 2008, mainly as a result of the expansion at Boddington mine. Capital expenditure in
Ghana increased from $119 million in 2007 to $166 million in 2008, mainly due to the advancement of the plant extension
project of Iduapriem and capital projects at Obuasi.

Total capital expenditure of $1,059 million, which includes $35 million relating to the fifteen-year secured capital leases for the
new corporate office (Turbine Square and Turbine Hall), was recorded in the year ended December 31, 2007 compar ed to
$817 million in the same period in 2006. This represents a $207 million, or 25 percent, increase from 2006. In South Africa,
capital expenditure increased from $321 million in 2006 to $411 million in 2007, mainly due to expansion projects at Mponeng,
TauTona and the ramping up at Moab Khotsong. Expenditure in Brazil decreased to $141 million in 2007 from $186 million in
2006 as a result of the Cuiabá expansion project nearing completion. In Australia, capital expenditure increased from
$86 million in 2006 to $281 million in 2007, mainly as a result of the expansion at Boddington mine. At year-end, overall project
progress at Boddington mine was approximately 65 percent complete, with engineering and procurement activities nearing
completion.

A more detailed review of capital expenditure at each of AngloGold Ashanti’s operations is provided under “Item 4B.: Business
overview”.

Establishment of a Black Economic Empowerment (BEE ) transaction in South Africa

On December 12, 2006, AngloGold Ashanti announced the finalization of the Bokamoso employee share ownership plan
(Bokamoso ESOP) for employees of the South African operations. The Bokamoso ESOP creates an opportunity for AngloGold
Ashanti and the unions to ensure a closer alignment of the interest between South African based employees and the Company.
Participation is restricted to those employees not eligible for participation in any other South African share incentive plan.

The Company also undertook an empowerment transaction with a BEE investment vehicle, Izingwe Holdings (Proprietary)
Limited (Izingwe).

The transaction gave effect to undertakings made to the Department of Minerals and Energy at the time that the Company
gained its new order mining rights in August 2005. The Company undertook to establish an ESOP and a BEE transaction
equivalent to at least 6 percent of the value of the Company’s South African o perations.

In order to facilitate this transaction the Company established a trust to acquire and administer the ESOP shares. AngloGold
Ashanti allotted and issued free ordinary shares to the trust and also created, allotted and issued E ordinary shares to the trust
for the benefit of employees.

The Company also created, allotted and issued E ordinary shares to Izingwe.

The key terms of the E ordinary share are:

•      AngloGold Ashanti will have the right to cancel the E ordinary shares, or a portion of them, in accordance with the ESOP
        and Izingwe cancellation formulae, respectively;
•      the E ordinary shares will not be listed;
•      the E ordinary shares which are not cancelled will be converted into ordinary shares; and
•      the E ordinary shares will each be entitled to receive a cash dividend equal to one-half of the dividend per ordinary share
        declared by the Company from time to time and a further one-half is included in the calculation of the strike price
        calculation.

The average fair value of the E ordinary shares granted to employees in 2008 was R13 (2007: R79 and 2006: R105) per share.
Dividends declared in respect of the E ordinary shares will firstly be allocated to cover administration expenses of the trust,
whereafter it will accrue and be paid to ESOP members, pro rata to the number of shares allocated to them. At each
anniversary over a five year period commencing on the third anniversary of the original 2006 award, the Company will cancel
the relevant number of E ordinary shares as stipulated by a cancellation formula. Any E ordinary shares remaining in the
tranche will be converted to ordinary shares for the benefit of the employees. All unexercised awards will be cancelled on
May 1, 2014.
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143
In addition to the above share scheme expenses relating to the Bokamoso ESOP plan, the Company awarded the right to
acquire approximately one AngloGold Ashanti ordinary share for every four E ordinary shares held in the rights offer finalized
during July 2008. The benefit to employees was in excess of the anti-dilution provision of the original grant and additional
compensation cost was recognized. The fair value at grant date of these rights awarded to Bokamoso was calculated at
R76 per right.

The average fair value of the E ordinary shares granted to Izingwe on December 13, 2006 was R90 per share. Dividends
declared in respect of the E ordinary shares will accrue and be paid to Izingwe, pro rata to the number of shares allocated to
them. At each anniversary over a five year period commencing on the third anniversary of the award, Izingwe has a six month
period to instruct the Company to cancel the relevant number of E ordinary shares as stipulated by a cancellation formula. Any
E ordinary shares remaining in the tranche will be converted to ordinary shares for the benefit of Izingwe. If no instruction is
received at the end of the six month period, the cancellation formula will be applied automatically.

In addition to the above share scheme expenses relating to the Izingwe BEE plan, the Company awarded the right to acquire
approximately one AngloGold Ashanti ordinary share for every four E ordinary shares held during the rights offer finalized in
July 2008. The benefit to Izingwe was in excess of the anti-dilution clause of the original grant, therefore additional cost was
recognized. The fair value at grant date of these rights awarded to Izingwe was calculated at R76 per right.

Comparison of financial performance on a segment basis for 2008, 2007 and 2006

The Company produces gold as its primary product and does not have distinct divisional segments in terms of principal
business activity, but manages its business on the basis of different geographic segments. Therefore, information regarding
separate geographic segments is provided. Revenues presented below excludes allocated realized gains/losses on non-hedge
derivatives to individual geographic areas.
Revenues
Year ended December 31
(in millions)
2008
$
percent
2007
$
percent
2006
$
percent
Category
of
activity
Total
revenues
Product sales
3,655
3,048
2,683
Interest, dividends and other
75
47
32
Total revenues
3,730
3,095
2,715
Geographical
area
data
Total
revenues
South Africa
1,521
41
1,432
46
1,365
50
Argentina
118
3
140
5
126
5
Australia
282
8
350
11
272
10
Brazil
343
9
280
9
230
8
Ghana
513
14
359
12
281
10
Guinea
350
9
221
7
145
5
Mali
181
5
280
9
321
12
Namibia
42
1
54
2
51
2
Tanzania
320
9
134
4
137
5
USA
241
6
117
4
95
4
Other, including Corporate and Non-gold producing
subsidiaries
-
-
8
-
13
-
3,911
3,375
3,036
Less : Equity method investments included
above
(181)              (5)
(280)              (9)
(321)           (11)
Total revenues
3,730              100         3,095              100          2,715            100
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In 2008, 41 percent of AngloGold Ashanti’s total consolidated revenues were derived from its operations in South Africa,
compared to 46 percent in 2007, mainly as a result of the 10 percent decrease in production in the South African operations.
South Africa produced 42 percent of the global production in 2008.

In 2007, 46 percent of AngloGold Ashanti’s total consolidated revenues were derived from its operations in South Africa,
compared to 50 percent in 2006, mainly as a result of the 9 percent decrease in production in the South African operations.
South Africa produced 43 percent of the global production in 2007.
Assets
As at December 31
(in millions)
2008
$       percent
2007
$     percent
2006
$    percent
Geographical area data
Total segment assets
South Africa
2,497
26
3,353
32
3,108
33
Argentina                                                                                   227
2
236
2
254
3
Australia                                                                                 1,279
14
1,183
11
805
8
Brazil                                                                                          801
8
674
6
544
6
Ghana                                                                                     2,075
22
2,155
21
2,061
21
Guinea                                                                                       359
4
371
4
357
4
Mali                                                                                            239
3
291
3            280
3
Namibia                                                                                        61
1
76
1
64
1
Tanzania                                                                                   848
9
1,343
13
1,382
15
USA                                                                                           689
7
528
5
507
5
Other, including Corporate, Assets held for sale
  and Non-gold producing subsidiaries
376
4
171
2
151
1
Total segment assets
9,451
100
10,381
100
9,513
100

At December 31, 2008, 26 percent of AngloGold Ashanti’s total assets were located in South Africa compared with 32 percent
at the end of 2007, mainly due to the weakening of the rand against the US dollar (2008: $/R9.455, 2007: $/R6.810). The
decrease in the assets of Tanzania (Geita) from 13 percent in 2007 to 9 percent in 2008, was primarily due to impairment of
goodwill and mining assets. The remaining operations collectively accounted for approximately 65 percent of AngloGold
Ashanti’s total assets at December 31, 2008 compared to 55 percent at the end of the same period in 2007.

At December 31, 2007, 32 percent of AngloGold Ashanti’s total assets were located in South Africa compared with 33 percent
at the end of 2006. Operations outside of South Africa collectively accounted for approximately 68 percent of AngloGold
Ashanti’s total assets at December 31, 2007 c ompared to 67 percent at the end of the same period in 2006.

Comparison of financial performance in 2008, 2007 and 2006
Financial performance of AngloGold Ashanti
Year ended December 31
2008                  2007                  2006
Revenue
3,730
3,095
2,715
Cost and expenses
(4,103)
(3,806)
(2,811)
Taxation expense
(22)
(118)
(122)
Minority interest
(42)                    (28)                   (29)
Equity (loss)/income in affiliates
(149)
41
99
Discontinued operations
23
2
6
Net loss
(563)                 (814)                  (142)

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Comparison of financial performance in 2008 with 2007
Revenues

Revenues from product sales and other income increased by $635 million from $3,095 million in 2007 to $3,730 million in 2008,
representing a 21 percent increase over the period. This increase was mainly due to the increase in the average spot price of
gold. The average spot price of gold was $872 per ounce during 2008, $175 per ounce, or 25 percent, higher than $697 per
ounce, the average spot price of gold in 2007. The majority of product sales consisted of US dollar-denominated gold sales.

Total revenues from the South African operations increased by $89 million to $1,521 million from $1,432 million realized in
2007, mainly as a result of the increase in the average spot price of gold. This increase was offset by the reduced gold
production at the South African operations (2,099,000 ounces in 2008 compared to 2,328,000 ounces in 2007).

The Australian operation at Sunrise Dam producti on decreased from 600,000 ounces in 2007 to 433,000 ounces in 2008.
Average recovered grade decreased from 4.86 grammes per tonne in 2007 to 3.46 grammes per tonne in 2008. Total revenues
decreased from $350 million in 2007 to $282 million in 2008.

The two operations in Brazil produced 407,000 attributable ounces compared to 408,000 ounces in 2007. Total revenues
increased from $280 million in 2007 to $343 million in 2008 as a result of the increase in the average spot price of gold.

Total revenues generated from operations situated in Ghana and Guinea amounted to $513 million and $350 million,
respectively, in 2008, compared to $359 million and $221 million, respectively, in 2007. Total revenues increased as a result of
the increase in the average spot price of gold and increased production.

Tanzania recorded total revenues of $320 million in 2008 compared to $134 million in 2007, mainly as a result of the increase
in the average spot price of gold. This increase was offset by the reduced gold production from 327,000 ounces in 2007 to
264,000 ounces in 2008.

Production costs

Production costs increased from $1,917 million in 2007 to $2,159 million in 2008, which represents a $242 million, or
13 percent increase. Production costs of operations outside of South Africa increased by $321 million to $1,364 million in 2008
from $1,043 million in 2007. The increase was mainly as a result of an increase in operational costs including labor, fuel,
consumables and power as well as the strengthening of local currencies relative to the US dollar. The increase in production
costs was partially offset by the effects of cost savings intiatives.

The increase in production costs during 2008 at these operations was partially offset by a decrease in production costs in
South Africa from $874 million in 2007 to $795 million in 2008. This was due to the weakening of the rand against the US
dollar, and the effects of cost savings initiatives which was partially offset by an increase in labor costs. About 37 percent of
AngloGold Ashanti’s production costs were denominated in South Africa rands in 2008.

Exploration costs

Exploration costs increased to $126 million in 2008 from $117 million in 2007 primarily as a result of increased regional and
target generation activities in Colombia. Exploration activities also continued to focus on new prospects in the Democratic
Republic of Congo, China, Philippines, Russia and Australia. Mine based exploration programs continued around the
operations in the countries in which the group operates, namely, Australia, Ghana, Guinea, Tanzania, Mali, Namibia, South
Africa and the USA.. For a discussion of AngloGold Ashanti’s exploration activities in 2008, see “Item 4B.: Business overview –
Global exploration”.

General and administrative

General and administrative expenses increased from $130 million in 2007 to $136 million in 2008, mainly due to an increase in
labor and corporate office costs.
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Royalties

Royalties paid by AngloGold Ashanti increased from $70 million in 2007 to $78 million paid in 2008 primarily due to higher spot
prices, with royalties in Argentina amounting to $12 million in 2008 compared with $11 million in 2007. In Argentina, royalties
are payable to Fomicruz, a State owned company in the Santa Cruz Province, being the minority shareholder of the Cerro
Vanguardia operation calculated as a percentage of revenues. Royalties paid in Ghana and Guinea amounted to $46 million in
2008 compared to $40 million in 2007. In Ghana, royalties are payable to the government at a fixed rate of 3 percent per
annum based on revenue, as agreed to under the Stability Agreement entered into with AngloGold as part of the AngloGold
Ashanti business combination. In Guinea, royalties are paid to the government, Union Miniere and the International Finance
Corporation calculated as a percentage of reve nues.

Depreciation, depletion and amortization

Depreciation, depletion and amortization expense decreased by $40 million or 6 percent, to $615 million in 2008 when
compared to $655 million recorded in 2007. This decrease was mainly due to decreases in depreciation, depletion and
amortization expense in South Africa, Australia and Guinea from $301 million, $54 million and $45 million, respectively,
incurred in the year ended December 31, 2007 to $256 million, $47 million and $36 million, respectively, in the same period of
2008 mainly as a result of a decrease in gold production as a factor of reserves and changes in estimated lives of assets. This
was partially offset by an increase in depreciation, depletion and amortization expense in Ghana which increased from
$91 million incurred in the year ended December 31, 2007 to $110 million in the same period in 2008 as a result of an increase
in gold production.

Impairment of assets

In 2008, AngloGold Ashanti recorded impairments amounting to $670 million compared to $1 million in 2007. Impairments in
2008 include the impairment of goodwill $299 million (at Geita, Obuasi and Iduapriem), the impairment of tangible assets and
equipment $371 million (at Geita, Obuasi, Iduapriem, the DRC, TauTona and Guinea) and the impairment and write-off of
various minor tangible assets and equipment of $2 million.

The impairment charge related primarily to the former Ashanti mines in Ghana and Tanzania. At the time of the Ashanti
acquisition, the mines were accounted for by AngloGold Ashanti based on the forward gold curve. Since then, AngloGold
Ashanti has consistently applied this methodology i.e., the forward gold curve off a 30-day average spot price during the fourth
quarter, to test these assets annually for goodwill impairment purposes and when indicated for long-lived assets. Although the
starting point of the forward gold price curve was higher in 2008 compared with 2007, the slope or rate of escalation of the
price curve was lower in 2008. The forward price curve if discounted at US CPI is $817 per ounce (2007: $887 per ounce).
Discount rates applied in 2008 are higher than those used in the previous year, reflecting current market and economic
conditions. In addition, reserves at the Geita mine in Tanzania decreased during 2008. These two factors were the primary
cause of the impairment charge in 2008.

Accretion expense

Accretion expense of $22 million was recorded in 2008 compared with $20 million in 2007. Accretion relates to the unwinding
of discounted future reclamation obligations to present values and increases in the reclamation obligations to its future
estimated payout.

Employment severance cost

Employment severance costs decreased to $9 million in 2008 from $19 million in 2007. The 2008 expense consists of
retrenchment costs in the South African region (at Great Noligwa, Kopanang, Tau Lekoa, Moab Khotsong, TauTona, Mponeng
and Savuka) due to a planned reduction in workforce.
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Profit/loss on sale of assets, realization of loans, indirect taxes and other

A profit of $64 million was recorded in 2008 compared to a loss of $10 million recorded in 2007 which consisted mainly of the
reassessment of indirect taxes payable in Tanzania and profit on disposal of certain exploration interests in Colombia to
B2Gold Corporation and certain royalty and production related payment interests in North America to Royal Gold Inc.
Non-hedge derivative loss

A loss on non-hedge derivatives of $258 million, being derivatives not designated in formal hedge accounting relationships,
was recorded in 2008 compared to a loss of $808 million in 2007 relating to the use of non-hedging instruments. The loss
primarily relates to changes in the prevailing spot gold price, exchange rates, interest rates, volatilities and non-performance
risk. Realized loss on accelerated settlement of non-hedge derivatives from the hedge close-outs effected during 2008,
amounted to $1,088 million. In addition, the Company recognized a loss of $150 million during 2008 on forward gold contracts
previously qualifying for the normal sale exemption (which permits the Company to not record such amounts in its financial
statements until the maturity date of the contract) under which the Company had committed to deliver a specified quantity of
gold at a future date in exchange for an a greed price. However, due to the inability of a single counterpart to accept the
physical delivery of gold for the forward contracts expiring in April through June 2008, the Company cash settled such contracts
during the period. Accordingly, the remaining contracts with this counterpart scheduled to mature in later periods did not meet
all of the requirements necessary for them to continue to qualify for the normal sale exemption in future periods and were
accounted for as non-hedge derivatives at fair value on the balance sheet as from June 30, 2008, with changes in fair value
reflected in the income statement. During the third quarter of 2008, the Company early cash settled contracts now designated
as non-hedge derivative contracts, with the same counterpart, maturing in July 2008 through August 2009. Non-hedge
derivatives recorded for the years ended December 31, 2008 and 2007 included:


Year ended December 31,
2008                      2007
(in US Dollars, million)
Loss/(gain) on realized non-hedge derivatives
1,243
(291)
(Gain)/loss on unrealized non-hedge derivatives
(985)                    1,099
Net loss
258
808

Other operating items

Other operating items, consisting of realized loss on other commodity contracts and (reversal of) provision for loss on future
deliveries of other commodities and unrealized gain/loss on other commodity physical borrowings amounted to a net expense
of $19 million in 2008 compared to a net credit of $16 million in 2007.


Equity income in affiliates

Equity income in equity method investments decreased from $41 million in 2007 to a loss of $149 million in 2008, mainly as a
result of a decrease in earnings at Yatela, Sadiola and Morila mines in Mali, which reported losses of $18 million, $52 million
and $69 million, respectively, in 2008 compared to attributable earnings of $17 million, $10 million and $18 million, respectively,
in 2007. In 2008, the Company recorded an impairment loss of $8 million (2007: $14 million) on its investment held in TSG.


Taxation expense/benefit

A net taxation expense of $22 million was recorded in 2008 compared to a net tax expense of $118 million recorded in 2007.
Charges for current tax in 2008 amounted to $94 million compared to $191 million in 2007. Charges for deferred tax in 2008
amounted to a net tax benefit of $72 million compared to a net tax benefit of $73 million in 2007. The reduction in the tax
charge in 2008 mainly relates to losses on the early settlement of non-hedge derivative contracts and Sunrise Dam’s taxable
income has reduced considerably following the completion of the mining in the megapit during the year.

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Comparison of financial performance in 2007 with 2006
Revenues

Revenues from product sales and other income increased by $380 million from $2,715 million in 2006 to $3,095 million in 2007,
representing a 14 percent increase over the period. This increase was primarily due to the increase in the spot price of gold in
2007. The average spot price of gold was $697 per ounce during 2007, $93 per ounce, or 15 percent, higher than $604 per
ounce, the average spot price of gold in 2006. The majority of product sales consisted of US dollar-denominated gold sales.

Total revenues from the South African operations increased by $67 million to $1,432 million from $1,365 million realized in
2006, mainly as a result of the increase in the average spot price of gold. This increase was offset by the reduced gold
production at the South African operations (2,328,000 ounces in 2007 compared to 2,554,000 ounces in 2006).

Total revenues generated by Cerro Vanguardia, t he Argentinean operation increased from $126 million in 2006 to $140 million
in 2007 mainly as a result of the higher gold price. The increase in revenue was partly offset by reduced gold production
(204,000 ounces in 2007 compared to 215,000 ounces in 2006) and a reduction in grade recovered from 7.29 grammes per
tonne in 2006 to 6.88 grammes per tonne in 2007.

The Australian operation at Sunrise Dam increased production to 600,000 ounces from 465,000 ounces in 2006. Average
recovered grade increased from 3.39 grammes per tonne in 2006 to 4.86 grammes per tonne in 2007. Total revenues
increased from $272 million in 2006 to $350 million in 2007.

The two operations in Brazil produced 408,000 attributable ounces compared to 339,000 ounces in 2006. The increase in
production and higher gold price resulted in total revenues of $280 million in 2007 compared to $230 million in 2006.

Total revenues generated from operations situated in Ghana amounted to $359 mi llion in 2007, compared to $281 million in
2006. The increase was mainly as a result of the higher gold price. The increase in revenue was partly offset by reduced gold
production from 592,000 ounces in 2006 to 527,000 ounces in 2007.

Total revenues generated in Guinea amounted to $221 million in 2007 compared to $145 million in 2006. The increase was
due to the higher gold price and an increase in gold production from 256,000 ounces in 2006 to 280,000 ounces in 2007.

Production costs

Production costs increased from $1,539 million in 2006 to $1,917 million in 2007, which represents a $378 million, or
25 percent increase. In South Africa, production costs increased by $191 million to $874 million in 2007 from $683 million in
2006 mainly as a result of annual wage increases and higher fuel and power costs. About 46 percent of AngloGold Ashanti’s
production costs were denominated in South African rands in 2007.

Production costs recorded from operations situated in Ghana, Guinea and Brazil increased from $221 million, $91 million and
$89 million, respectively, in 2006 to $268 million, $136 million and $134 million, respectively, in 2007 mainly as a result of an
increase in operational costs including labor, fuel, consumables, power and water costs as well as the strengthening of local
currencies relative to the US dollar.


Exploration costs

Exploration costs increased to $117 million in 2007 from $58 million in 2006. This was mainly due to increased exploration
activities at the Tropicana project in Western Australia, regional and target generation activities in Colombia, continued drilling
in the Mongbwalu region of the Democratic Republic of the Congo as well as mine-based programs in South America, Ghana
and Guinea. Joint ventures and partnerships with other companies facilitated additional exploration activities in Russia, China,
Laos and the Philippines. For a discussion of AngloGold Ashanti’s exploration activities in 2007, see “Item 4B.: Business
overview – Global exploration”.

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Related party transactions

Related party transactions in 2007 amounted to a credit (representing purchases by related parties) of $16 million compared
with a credit of $6 million in 2006. This was mainly due to lower contract work generated by development activities. The
Company, which holds an equity interest of 29.7 percent in Trans-Siberian Gold plc (TSG), entered into a transaction during
the quarter ended June 30, 2007 with TSG in which two companies were acquired from TSG for a consideration of $40 million.
The companies acquired consist of Amikan (which holds the Veduga deposit, related exploration and mining licenses) and
AS APK (which holds the Bogunay deposit, related exploration and mining licenses). For a detailed discussion of related party
transactions, see “Item 7B.: Related party transactions”.

General and administrative

General and administrative expenses decreased from $140 million in 2006 to $130 million in 2007, mainly due to a decrease of
$28 million in share-based payment expense being offset by an increase in labor and corporate office costs.

Royalties

Royalties paid by AngloGold Ashanti increased from $59 million in 2006 to $70 million paid in 2007 primarily due to higher spot
prices, with royalties in Australia, Argentina and Tanzania amounting to $11 million, $11 million and $7 million, respectively, in
2007 compared with $7 million, $11 million and $5 million, respectively, in 2006. Royalties paid in Ghana and Guinea
amounted to $40 million in 2007 compared to $33 million in 2006. Australian royalties are payable to the government as
specified in the relevant legislation in each State or Territory based on ounces produced. In Argentina, royalties are payable to
Fomicruz, a State owned company in the Santa Cruz Province, being the minority shareholder of the Cerro Vanguardia
operation calculated as a percentage of revenues. In Ghana, royalties are payable to the government at a fixed rate of
3 percent per annum based on revenue, as agreed t o under the Stability Agreement entered into with AngloGold as part of the
AngloGold Ashanti business combination. In Guinea, royalties are paid to the government, Union Miniere and the International
Finance Corporation calculated as a percentage of revenues. In Tanzania, royalties for Geita, are payable to the Tanzanian
government calculated as a percentage of revenues.

Market development costs

Market development costs remained unchanged at $16 million. AngloGold Ashanti remains a member of the World Gold
Council (WGC) and through its membership receives assistance in all its marketing endeavors. For a detailed discussion on
market development see “Item 4B.: Business overview – Gold market development”.

Depreciation, depletion and amortization

Depreciation, depletion and amortization expense decreased by $44 million or 6 percent, to $655 million in 2007 when
compared to $699 million recorded in 2006. This decrease was mainly due to decreases in depreciation, depletion and
amortization expense in South Africa, Ghana and the USA from $324 million, $119 million and $39 million, respectively,
incurred in the year ended December 31, 2006 to $301 million, $91 million and $32 million, respectively, in the same period of
2007 mainly as a result of a decrease in gold production and changes in estimated lives of assets. This was partially offset by
an increase in depreciation, depletion and amortization expense in Australia which increased from $39 million incurred in the
year ended December 31, 2006 to $54 million in the same period in 2007 as a result of the increase in gold production.


Impairment of assets

In 2007, AngloGold Ashanti recorded impairments amounting to $1 million compared to $6 million in 2006 which related to the
impairment and write-off of various minor tangible assets and equipment.

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Interest expense

Interest expense decreased by $2 million from $77 million recorded in 2006 to $75 million in 2007 as a result of similar average
borrowing levels in a stable interest rate environment for variable overdrafts and bank loans during 2007. A significant portion
of AngloGold Ashanti’s debt was denominated in US dollars in 2007.

Accretion expense

Accretion expense of $20 million was recorded in 2007 compared with $13 million in 2006. Accretion relates to the unwinding
of discounted future reclamation obligations to present values and increases in the reclamation obligations to its future
estimated payout.

Employment severance cost

Employment severance costs decreased to $19 million in 2007 from $22 million in 2006. The 2007 expense included
retrenchment costs of $5 million in the South African region (at Great Noligwa, Kopanang, Tau Lekoa, TauTona and Mponeng)
and $14 million in Ghana (at Obuasi) due to a planned reduction in workforce.

Loss/profit on sale of assets, realization of loans, indirect taxes and other

A loss of $10 million was recorded in 2007 compared to a profit of $36 million recorded in 2006 which consisted mainly of the
reassessment of indirect taxes and royalties in Tanzania and Guinea and profit on disposal and abandonment of land, mineral
rights and exploration properties in 2007.

Non-hedge derivative loss

A loss on non-hedge derivatives of $808 million, being derivatives not designated in formal hedge accounting relationships,
was recorded in 2007 compared to a loss of $208 million in 2006 relating to the use of non-hedging instruments. The loss in
2007 is primarily the result of the revaluation of non-hedge derivatives resulting from changes in the prevailing spot gold price,
exchange rates, interest rates and greater volatilities compared to 2006. Non-hedge derivatives recorded for the years ended
December 31, 2007 and 2006 included:

Year ended December 31,
2007                         2006
(in US Dollars, million)
Gains on realized non-hedge derivatives
(291)                      (383)
Loss on unrealized non-hedge derivatives
1,099
591
Net loss
808
208

Other operating items

Other operating items, consisting of provision for loss on future deliveries of other commodities and unrealized gain/loss on
other commodity physical borrowings amounted to a net credit of $16 million in 2007 compared to an expense of $16 million in
2006.

Equity income in affiliates

Equity income in equity method investments decreased from $99 million in 2006 to $41 million in 2007, mainly as a result of a
decrease in earnings at Yatela, Sadiola and Morila mines in Mali, which reported attributable earnings of $17 million,
$10 million and $18 million, respectively, in 2007 compared to $26 million, $28 million and $37 million, respectively, in 2006. In
2007, the Company recorded an impairment loss of $14 million on its investment held in TSG.

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Taxation expense
A net taxation expense of $118 million was recorded in 2007 compared to a net tax expense of $122 million recorded in 2006.
Charges for current tax in 2007 amounted to $191 million compared to $156 million in 2006. Charges for deferred tax in 2007
amounted to a net tax benefit of $73 million compared to a net tax benefit of $34 million in 2006. The increase in the taxation
charge in 2007 partly relates to the higher gold price and a reduction in unredeemed capital expenditure. The increase in the
deferred tax benefit over 2006 is mainly higher unrealized non-hedge derivative losses as a result of the higher gold price.
Deferred tax in 2007 include a tax benefit of $28 million arising from an increase in tax losses in Ghana and a tax expense at
$23 million as a result of a change to the estimated deferred tax rate in South Africa.

Cut-off adjustments

On September 13, 2006, the SEC staff published Staff Accounting Bulletin (SAB) No. 108, “Considering the Effects of Prior
Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”). SAB 108
(SAB Topic 1.N) addresses quantifying the financial statement effects of misstatements, specifically, how the effects of prior
year uncorrected errors must be considered in quantifying misstatements in the current year.

As part of the 2006 year end financial statement close process the Company quantified the balance sheet impact and
determined that it would only have a material effect in the reporting of “Payroll and related benefits”, which is separately
identified on the face of the balance sheet. The other accounts that were affected are Tangible Assets – Mine development
costs; Inventories – Gold in process; Deferre d taxation; Cash and cash equivalents; Trade accounts payable and Payroll and
related benefits.

The Company previously considered the above to be immaterial under the rollover method and evaluated the misstatement
against the current year financial statements under both the rollover and iron curtain methods.

In accordance with the transition provisions provided in SAB 108 the cumulative effect of applying SAB 108 was recorded as
an adjustment to opening retained earnings and is summarized below:

(in millions)
$
Assets
Tangible Assets – Mine development costs
3 (increase)
Inventories – Gold in process
1 (increase)
Deferred taxation
5 (increase)
Trade receivables
5 (decrease)
Liabilities
Trade accounts payable
3 (increase)
Payroll and related benefits
10 (increase)
Other creditors
2 (increase)
Retained earnings
11 (decrease)


5B.     LIQUIDITY AND CAPITAL RESOURCES

Operating activities

2008

Net cash provided by operating activities was $64 million in 2008, 89 percent lower than the 2007 amount of $561 million. The
decrease in net cash provided by operations was mainly as a result of delivering into maturing hedge contracts, hedge
buybacks (limited to non-hedge derivatives) and higher payments to suppliers. The decrease was partly offset by a higher
average gold price received for the year.

Net cash outflow from operating working capital items amounted to $239 million in 2008, compared with an outflow of
$170 million in 2007.
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2007

Net cash provided by operating activities was $561 million in 2007, 27 percent lower than the 2006 amount of $770 million. The
decrease in net cash provided by operations was mainly as a result of higher payments to suppliers and higher taxation
payments, which was partly offset by a higher average gold price received for the year.

Net cash outflow from operating working capital items amounted to $170 million in 2007, compared with an outflow of
$32 million in 2006.

Investing activities

2008

Investing activities in 2008 resulted in a net cash outflow of $1,593 million compared with a net cash outflow of $1,031 million in
2007. The major component of cash outflows was additions to tangible assets which included capital expenditure of
$1,194 million, compared to net cash outflow of $1,015 million in 2007, with the major capital projects bei ng at Mponeng and
TauTona in South Africa and Boddington in Australia. Cash outflows from derivative settlements amounted to $485 million in
2008.

2007

Investing activities in 2007 resulted in a net cash outflow of $1,031 million compared with a net cash outflow of $611 million in
2006. The major component of cash outflows was in additions to property, plants and equipment which included capital
expenditure of $1,015 million, compared to $811 million in 2006, with the major capital projects at Mponeng, TauTona, Moab
Khotsong in South Africa, at Boddington mine in Australia and the Cuiabá expansion in Brazil. Cash paid for the two
companies acquired from TSG was $40 million in 2007.


Financing activities

2008

Net cash generated by financing activities increased by $1,253 million from an inflow of $462 million in 2007 to an inflow of
$1,715 million in 2008. In 2008, drawdowns on existing loan facilities r aised $853 million and debt repayments totaled
$614 million. Cash effects from the issuance of stock amounted to $1,722 million, reflecting mainly proceeds from the rights
offer completed in July 2008.

Dividends paid decreased from $144 million (44 US cents or 330 South African cents per share) in 2007 to $58 million
(13 US cents or 103 South African cents per share) in 2008. AngloGold Ashanti declares interim dividends at the time of
announcing its interim results and declares and pays final dividends in the following year based on the previous year's results.

2007

Net cash generated by financing activities increased by $343 million from an inflow of $119 million in 2006 to an inflow of
$462 million in 2007. In 2007, drawdowns on existing loan facilities raised $843 million and debt repayments, which included
$375 million paid on the $700 million syndicated loan facility, totaled $520 million.

Dividends paid increased from $132 million (39 US cents or 272 South African cents per share) in 2006 to $144 million
(44 US cents or 330 South African cents per share) in 2007. AngloGold Ashanti declares interim dividends at the time of
announcing its interim results and declares and pays final dividends in the following year based on the previous year's results.
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Liquidity

AngloGold Ashanti’s revenues are derived primarily from the sale of gold produced at its mines. Cash generated by operating
activities is therefore the function of gold produced sold at a specific price. As the market price of gold can fluctuate widely, this
may negatively impact on the profitability of the Company’s operations and the cash flows generated by these operations. The
Company uses a number of products, including derivatives, to manage gold price and foreign exchange risks that arise out of
the Company’s core business activities to limit the impact of such risks on the profitability of the Company’s operations and
generated cash flows.

AngloGold Ashanti’s cash and cash equivalents increased to $575 million at December 31, 2008 compared with $477 million at
December 31, 2007. In accordance with South African Reserve Bank regulat ions, cash generated by South African operations
is held in rands and is therefore subject to exchange controls. At December 31, 2008, approximately 54 percent of the
Company’s cash and cash equivalents were held in US dollars, 29 percent were held in South African rands and 17 percent
were held in other currencies.

On December 13, 2007, AngloGold Ashanti Holdings plc, AngloGold Ashanti USA Incorporated and AngloGold Ashanti
Australia Limited, each a wholly-owned subsidiary of AngloGold Ashanti, entered into a three year $1.15 billion syndicated loan
facility, as borrowers, at a margin of 0.4 percent over LIBOR. The syndicated loan facility is a revolving credit facility, whereby
amounts may be repaid and reborrowed during the three year term of the facility. AngloGold Ashanti, AngloGold Ashanti
Holdings plc, AngloGold Ashanti USA Incorporated and AngloGold Ashanti Australia Limited, as guarantors, each guaranteed
the obligations of the borrowers and the ot her guarantors under the syndicated loan facility.

Global capital market conditions have been, and continue to be, disrupted and volatile and the volatility and lack of liquidity in
global capital markets reached unprecedented levels in the second half of 2008. It was AngloGold Ashanti’s intention to
refinance the $1.0 billion convertible bond that matured on February 27, 2009 with the proceeds of a new equity linked
instrument. However, in light of these market conditions, on October 30, 2008, AngloGold Ashanti announced that it was
actively exploring a broader range of refinancing options, including bridge financing, further debt financing and additional asset
sales, as well as reviewing discretionary capital expenditures.

On November 20, 2008, AngloGold Ashanti Holdings plc, as borrower, entered into a $1 billion term loan facility agreement (the
“Term Facility”) with Standard Chartered Bank to refinance the $1 billion convertible bond issued by AngloGold Ashanti
Holdings plc due February 27, 2009. The terms and covenants of the Term Facility are similar to those of the syndicated loan
facility. The entire amount of the Term Facility was drawn down on February 26, 2009 to redeem the $1 billion convertible
bond upon its maturity. The Term Facility is for an initial one year period from the date of first drawdown and is extendible, if
required, at the option of AngloGold Ashanti Holdings plc until November 30, 2010. The amounts drawn under the Term
Facility bear an interest margin over the lenders’ cost of funds (subject to a cap of 1.75 times applicable LIBOR) of 4.25 percent
per annum until six months after the date of first drawdown and 5.25 percent per annum thereafter. AngloGold Ashanti,
AngloGold Ashanti USA Incorporated and AngloGold Ashanti Australia Limited, as guarantors, have each guaranteed all
payments and other obligations of AngloGold Ashanti Holdings plc and the other guarantors under the Term Facility.
AngloGold Ashanti’s interest expense will increase substantially as a result of the higher interest rates and fees associated with
the Term Facility. Based on an assumed cost of funds of 100 basis points, the effective borrowing cost (including fees and
applicable margin) on the Term Facility is estimated at approximately 10 percent per annum. Amounts outstanding under the
Term Facility may be prepaid at any time prior to the maturity date.

On January 28, 2009, AngloGold Ashanti announced that it had agreed to sell its indirect 33.33 percent joint venture interest in
the Boddington Gold Mine in Western Australia to Newmont Mining Corporation for an aggregate consideration of up to
approximately $1.1 billion. The consideration for the sale of Boddington involves the following elements:

•       an upfront cash consideration of closing of the sale of $750 million;
•       a deferred payment due at the end of 2009 of $240 million, payable in cash or freely tradable NMC shares;
•       full reimbursement upon closing of all cash calls for the project funded by AngloGold Ashanti during 2009;
•       royalty payments of up to $100 million payable quarterly from after mid-2010, subject to the project achieving a cash
        cost margin in excess of $600 per ounce; and
•       a payment from AngloGold Ashanti to NMC of $8 million upon closing, being AngloGold Ashanti’s share of Boddington’s
        working capital liability at December 31, 2008.
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In addition to saving on budgeted capital expenditure of A$269 million during 2009, the proceeds from the sale to be received
in 2009 (net of capital gains tax) is expected to be approximately $907 million. The sale of Boddington is expected to close in
the second quarter of 2009, pending approval by the Australian Foreign Investment Review Board and the receipt of certain
third party consents.

On February 25, 2009, AngloGold Ashanti Holdings plc entered into an agreement with Standard Chartered Bank to amend the
terms of the Term Facility. The amendment will become effective upon prepayment of between $500 million and $750 million,
at the option of AngloGold Ashanti Holdings plc, of the amount outstanding under the Term Facility and the satisfaction of
certain other conditions, in each case, prior to August 26, 2009. Upon the prepayment:

•       of $750 million, $250 million (being the remaining amount outstanding after the prepayment) will be converted into a
        new term loan due one year from the date of first drawdown under the Term Facility (which occurred on February
        26, 2009), subject to AngloGold Ashanti Holdings plc's option to extend that maturity date for one additional year; or
•       of between $500 million and $750 million, with respect to the amount outstanding after the prepayment, up to
        (i) $250 million will be converted into a new term loan with the same maturity as described above and (ii) the amount
        equal to the difference between the prepayment and $750 million will be converted into a new revolving facility loan of
        up to $250 million.

Upon effectiveness of the amendment to the Term Facility, the new term loan and any amounts outstanding under the new
revolving credit facility (if any) will bear an interest margin of 4.25 percent per annum over the higher of (i) the applicable
LIBOR and (ii) the lender's cost of funds (subject to a cap of LIBOR plus 1.25 per cent per annum).

AngloGold Ashanti intends to refinance the Term Facility through one or more of the following: the proceeds from the sale of
AngloGold Ashanti’s interest in the Boddington project and other asset sales, long-term debt financing and/or the issuance of
an equity-linked instrument.

Short-term debt
AngloGold Ashanti’s short-term debt increased to $1,067 million at December 31, 2008 from $319 million at
December 31, 2007. Included in the short-term debt at December 31, 2008, was:

•      the amount outstanding of $1,008 million on a US dollar-based convertible bond due February 2009;
•      the Standard Bank Argentina S.A. loans of $23 million, repayable in January, February and April 2009; and
•      $4 million in interest payable under the $1,150 million syndicated loan facility (interest charged at LIBOR plus 0.4 percent
       per annum; the loan is repayable in December 2010 and is US dollar-based).

Long-term debt

AngloGold Ashanti’s long-term debt decreased to $873 million at December 31, 2008 compared with $1,564 million at
December 31, 2007. As at December 31, 2008, the Company’s long-term borrowings included:

Unsecured loans:

•      $838 million outstanding under the $1,150 million syndicated loan facility (interest charged at LIBOR plus 0.4 percent per
       annum; the loan is repayable in December 2010 and is US dollar-based).

Secured capital leases:

•      $27 million is repayable to Turbine Square Two (Proprietary) Limited for buildings financed (interest charged at an implied
       rate of 9.8 percent per annum, lease payments are payable in monthly installments terminating in March 2022, are rand-
       based and the buildings financed are used as security for these loans).
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As at December 31, 2008, AngloGold Ashanti’s total long-term debt, including the short-term portion maturing within 2009, was
made up as follows:

$ (million)
Unsecured loans
1,909
Secured capital leases
31
Total
1,940
Less: Short-term maturities
1,067
Long-term debt
873

Debt repayments are scheduled as follows:

$ (million)
2009
1,067
2010
846
2011
6
2012
3
2013
3
Thereafter
15
Total
1,940

At December 31, 2008 the currencies in which the borrowings were denominated were as follows:

$ (million)
United States dollars
1,380
South African rands
27
Australian dollars
521
Brazilian real
12
Total
1,940

Repayments of short-term and long-term borrowings amounted to $298 million and $316 million, respectively, in 2008.

At December 31, 2008, AngloGold Ashanti had the following undrawn under its borrowing facilities:

$ (million)
Syndicated loan ($1,150 million) – US dollar
(1)
327
FirstRand Bank Limited – US dollar
50
Absa Bank Limited – US Dollar
42
Nedbank Limited – US Dollar
2
Standard Bank of South Africa Limited – Rands
20
FirstRand Bank Limited – Rands
23
Nedbank Limited – Rands
5
Absa Bank Limited – Rands
3
Total undrawn
472
(1) Expires December 2010.

AngloGold Ashanti had no other committed lines of credit as of December 31, 2008. The Term Facility was not committed at
December 31, 2008 as it could not be drawn upon until February 2009.

As of December 31, 2008, the Company was in compliance with all debt covenants and provisions related to potential defaults.
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Capital expenditure is expected to be approximately $840 million in 2009 and scheduled debt repayments during 2009, less the
$1 billion payment made upon the maturity of the $1 billion convertible bond on February 27, 2009, are expected to be
$67 million. AngloGold Ashanti intends to finance capital expenditures and scheduled debt repayments in 2009 from cash on
hand, cash flow from operations, existing credit facilities and, potentially, additional credit facilities or debt or equity-linked
instruments and proceeds from the sale of assets.
AngloGold Ashanti, through its executive and treasury committees, reviews its short-, medium- and long-term funding, treasury
and liquidity requirements and positions monthly. The board of directors also reviews these on a quarterly basis at its meetings.
AngloGold Ashanti believes that available cash on hand, proceeds from the pending Boddington sale, cash from operations
and borrowings that it may make under its existing credit facilities will provide sufficient financial resources to meet its currently
anticipated capital and other expenditure requirements and to satisfy its debt service requirements at least through 2009.

Capital commitments and contingencies

At December 31, 2008, the following significant capital commitments and contingencies are applicable to AngloGold Ashanti:

•
Capital commitments and contingent liabilities of AngloGold Ashanti include total contracted capital expenditure of
approximately $82 million and total authorized capital expenditure not yet contracted of approximately $632 million.
Capital expenditure is expected to be financed from existing cash resources, cash generated by operations and debt
facilities over a number of years.
•
Contractual purchase obligations for the purchase of mining contract services, power, supplies, consumables, inventories,
explosives and activated carbon amounting to $685 million.
•
The Company has identified a number of groundwater pollution sites at its operations in South Africa and has investigated
a number of different technologies and methodologies that could possibly be used to remediate the pollution plumes.
Numerous scientific, technical and legal reports have been produced and the remediation of the polluted soil and
groundwater is the subject of continued research. Subject to the technology being developed as a proven remediation
technique, no reliable estimate can be made for the obligation.
•
The Company has identified a flooding and future pollution risk posed by deep groundwater, due to the interconnected
nature of operations in the West Wits and Vaal River operations in South Africa. The Company is involved in task teams
and other structures to find long-term sustainable solutions for this risk, together with industry partners and government.
As there is too little information for the accurate estimate of a liability, no reliable estimate can be made for the obligation.
•
The Company identified offsite pollution impacts in the West Wits area, resulting from a long period of gold and uranium
mining activity by a number of mining companies as well as millennia of weathering of natural reef outcrops in the
catchment areas. Investigations are being conducted but no reliable estimate can be made for the obligation.
•
Mineração Serra Grande S.A. (MSG), the operator of the Crixas mine in Brazil, has received two tax assessments from
the State of Goiás related to payments of sales taxes on gold deliveries for export, including, one assessment for the
period between February 2004 and June 2005 and the other for the period between July 2005 and May 2006. The tax
authorities maintain that whenever a taxpayer exports gold mined in the State of Goiás through a branch located in a
different Brazilian state, it must obtain an authorization from the Goiás State Treasury by means of a Special Regime
Agreement (Termo de Acordo re Regime Especial – TARE). The Company’s attributable share of the first assessment is
approximately $34 million. Although MSG requested the TARE in early 2004, the TARE, which authorized the remittance
of gold to the Company’s branch in Minas Gerais specifica lly for export purposes, was only granted and executed in
May 2006. In November 2006 the administrative council’s second chamber ruled in favor of MSG and fully canceled the
tax liability related to the first period. The State of Goiás has appealed to the full board of the State of Goiás tax
administrative council. The second assessment was issued by the State of Goiás in October 2006 on the same grounds
as the first assessment, and the Company’s attributable share of the assessment is approximately $21 million. The
Company believes both assessments are in violation of federal legislation on sales taxes.
•
MSG, Morro Velho and AngloGold Ashanti Brasil Mineração are involved in disputes with the Brazilian tax authorities.
These disputes involve federal tax assessments including income tax, social contributions and annual property tax based
on ownership of properties outside of urban perimeters. Tax authorities are claiming that the amount owing is $12 million.
•
MSG received a tax assessment in October 2003 from the State of Minas Gerais related to sales taxes on gold allegedly
returned from the branch in Minas Gerais to the company head office in the State of Goiás. The tax administrators
rejected the Company’s appeal against the assessment. The Company is now appealing the dismissal of the case. Tax
authorities are claiming that the amount owing is $6 million.
•
The Company has provided surety in favor of the lender in respect of gold loan facilities to wholly-owned subsidiaries of
Oro Group (Proprietary) Limited, an affiliate of the Company. The Company has a total maximum liability, in terms of the
suretyships, of R100 million ($11 million). The probability of the non-performance under the suretyships is considered
minimal.
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•
Pursuant to US environmental and mining requirements, gold mining companies are obligated to close their operations
and rehabilitate the lands that they mine in accordance with these requirements. AngloGold Ashanti USA has posted
reclamation bonds with various federal and state governmental agencies to cover potential rehabilitation obligations in
amounts aggregating approximately $85 million. The Company has provided a guarantee for these obligations which
would be payable in the event of AngloGold Ashanti USA is not able to meet its rehabilitation obligations. As at
December 31, 2008, the carrying value of these obligations amounted to $36 million and is included in the Provision for
environmental rehabilitation in the Company's consolidated balance sheet. The obligations will expire upon completion of
such rehabilitation and release of such areas by the applicable federal and/or state agency. Angl oGold Ashanti is not
indemnified by third parties for any of the amounts that may be paid by AngloGold Ashanti under its guarantee.
•       AngloGold Ashanti Limited, AngloGold Ashanti USA Incorporated and AngloGold Ashanti Australia Limited, as
guarantors, have each guaranteed all payments and other obligations of AngloGold Ashanti Holdings plc and the other
guarantors under the $1.0 billion Term Facility.
•
AngloGold Ashanti Limited, AngloGold Ashanti Holdings plc, AngloGold Ashanti USA Incorporated and AngloGold
Ashanti Australia Limited, as guarantors, have each guaranteed all payments and other obligations of the borrowers and
the other guarantors under the $1.15 billion syndicated loan facility dated December 13, 2007. The guarantee as at
December 31, 2008 amounted to $842 million.
•
The Company has issued gold delivery guarantees of $325 million to several counterpart banks in which it guarantees the
due performance of its subsidiaries AngloGold (USA) Trading Company, AngloGold South America Limited and Cerro
Vanguardia S.A. under their respective gold hedging agreements.
•
The Company together with its wholly-owned subsidiary AngloGold Ashanti Holdings plc has provided guarantees to
several counterpart banks for the hedging commitments of its wholly-owned subsidiary Ashanti Treasury Services Limited
(ATS). The maximum potential amount of future payments is all moneys due, owing or incurred by ATS under or pursuant
to the hedging agreements. At December 31, 2008 the marked-to-market valuation of the ATS hedge book was negative
$987 million.
•
The Company and its wholly-owned subsidiary AngloGold Ashanti Holdings plc have issued hedging guarantees to
several counterpart banks in which they have guaranteed the due performance by Geita Management Company Limited
(GMC) of its obligations under or pursuant to the hedging agreements entered into by GMC, and to the payment of all
money owing or incurred by GMC as and when due. The maximum potential amount of future payments is all moneys
due, owing or incurred by GMC under or pursuant to the hedging agreements. At December 31, 2008 the marked-to-
market valuation of the GMC hedge book was negative $331 million.

In addition to the above, the Company has contingent liabilities in respect of certain tax assessments, claims, disputes and
guarantees which are not considered to be material.

As at December 31, 2008, capital commitments
(1)
and contingencies can be summarized over the periods shown below as
follows:

Expiration per Period
Commitment

(in millions)
Total
amount
$
Less than 1
year
$
1 – 3
years
$
4 – 5
years
$
Over 5
years
$
Capital expenditure
(1)
(contracted and not yet contracted)
714
601
113
-
-
Guarantees                                                                              3,581
2,185
1,096
215
85
Other commercial commitments
(2)
758                       362
193
192
11
Total
5,053                    3,148
1,402                   407                     96
(1)
Including commitments through contractual arrangements with equity accounted joint ventures.
(2)
Excludes commitments through contractual arrangements with equity accounted joint ventures.

Derivatives accounted for at fair value

In the normal course of its operations, the Company is exposed to gold and other commodity price, currency, interest rate,
liquidity and non-performance risk, which includes credit risk. In order to manage these risks, the Company may enter into
transactions that make use of both on- and off-balance sheet derivatives. The Company does not acquire, hold or issue
derivatives for trading purposes. A number of derivatives, including forward purchase and sale contracts and call and put
options, are used to manage commodity price, interest rate and foreign exchange risks that arise out of the Company’s core
business activities.
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The estimated fair values of financial instruments are determined at discrete points in time based on relevant market
information. The following table represents the change in fair value of all derivative financial instruments:

$ (million)
Fair value of derivatives at January 1, 2008
(4,342)
Derivatives realized or otherwise settled during the year
1,499
Fair value of other new contracts entered into during the year
279
Change in fair value of derivatives during the year
(1)
67
Fair value of derivatives at December 31, 2008
(2,497)

(1) Net losses on revaluation of derivatives.

The fair value of the on-balance sheet derivatives at December 31, 2008 included:

$ (million)
Derivatives – current assets
571
Derivatives – current liabilities
(1,758)
Derivatives – long term liabilities
(130)
Derivatives – net liabilities
(1,317)

The difference between the fair value of all derivatives and the fair value of on-balance sheet derivatives represents the fair
value of off-balance sheet derivatives totaling negative $1,180 million.

The maturity of the fair value of derivatives as at December 31, 2008 was as follows:

Fair value of derivatives at December 31
Source of fair value

(in millions)
Maturity
less than
1 year
$
Maturity
1 - 3
years
$
Maturity
4 - 5
Years
$
Maturity
excess of
5 years
$
Total Fair
value
$
Prices actively quoted
-
-
-
-
-
Prices provided by other external sources
-
-
-
-
-
Prices based on models and other valuation methods
(1)
(1,187)
(74)               (56)
-
(1,317)

(1)    Fair value is calculated using the Black-Scholes option formula and other formulae, using ruling market prices and interest
         rates which are obtained from international banks and are liquid and actively quoted across the full time horizon of the
         tenor of the hedging contracts.

Recent developments
Sale of AngloGold Ashanti’s 33.33 percent joint venture interest in Boddington Gold Mine to Newmont Mining

On January 28, 2009, AngloGold Ashanti announced that it had agreed to sell its indirect 33.33 percent joint venture interest in
the Boddington Gold Mine in Western Australia to Newmont Mining Corporation (Newmont). Consideration for the sale
consists of:
•
$750 million payable in cash upon the fulfillment of all conditions precedent expected to be fulfilled by June 30, 2008;
•
$240 million that will be settled, in December 2009, payable in cash and/or Newmont shares at Newmont’s option; and
•
A royalty capped at $100 million, calculated as the product of, 50 percent of the amount by which the average spot gold
price in each quarter exceeds the costs applicable to sales of the Boddington Gold Mine, as reported by Newmont, by
$600 per ounce and, one-third of total gold production from the Boddington Gold Mine in that quarter. The royalty is
payable in each quarter from and after the second quarter in 2010 that the above threshold is achieved.

AngloGold Ashanti will be reimbursed for all contributions made to the joint venture after January 1, 2009 and AngloGold
Ashanti will pay Newmont $8 million in respect of its share of working capital at January 1, 2009.
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Sale of Tau Lekoa mine

On February 17, 2009, AngloGold Ashanti announced that it had agreed to sell, with effect from January 1, 2010 (or after), the
Tau Lekoa mine together with the adjacent Weltevreden and Goedgenoeg project areas to Simmer and Jack Mines Limited
(Simmers) for an aggregate consideration of:

•
R600 million less an offset up to a maximum of R150 million for un-hedged free cash flow (net cash inflow from operating
activities less stay-in-business capital expenditure) generated by the Tau Lekoa mine in the period between
January 1, 2009 and December 31, 2009, as well as an offset for un-hedged free cash flow generated by the Tau Lekoa
mine in the period between January 1, 2010 and the effective date of the sale. Simmers shall endeavor to settle the full
amount in cash, however it may issue to AngloGold Ashanti ordinary shares in Simmers up to a maximum value of
R150 million, with the remainder payable in cash; and
•
a royalty (Royalty), determined at 3 percent of the net revenue (being gross revenue less state royalties) generated by the
Tau Lekoa mine and any operations as developed at Weltevreden and Goedgenoeg. The Royalty will be payable
quarterly for each quarter commencing from January 1, 2010 until the total production upon which the Royalty is paid is
equal to 1.5 million ounces and provided that the average quarterly rand price of gold is equal to or exceeds
R180,000 per kg (in January 1, 2010 terms).

Related party transactions

For a detailed discussion of related party transactions, see “Item 7B.: Related party transactions”.

Recently adopted accounting policies and pending adoption of new accounting standards

AngloGold Ashanti’s accounting policies are described in note 4 to the consolidated financial statements “Significant
accounting policies”. Recently adopted accounting policies are described in note 2 to the consolidated financial statements
“Accounting changes”. Recent pronouncements, as detailed below, are described in note 4.27 to the consolidated financial
statements “Recent pronouncements”.

Recent pronouncements

Fair value determination when there is no active market
In April 2009, the FASB issued FSP FAS 157-4 “Determining Fair Value When the Volume and Level of Activity for the Asset or
Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”). FSP FAS 157-4
provides additional guidance for estimating fair value in accordance with FASB Statement No. 157, “Fair Value Measurements”
(“SFAS157”), when the volume and level of activity for the asset or liability have significantly decreased. FSP FAS 157-4 also
includes guidance on identifying circumstances that indicate a transaction is not orderly. FSP FAS 157-4 applies to all assets
and liabilities within the scope of accounting pronouncements that require or permit fair value measurements, except as
discussed in paragraphs 2 and 3 of SFAS157. FSP FAS 157 - -4 shall be effective for interim and annual reporting periods
ending after June 15, 2009, and shall be applied prospectively. Early adoption is permitted for periods ending after
March 15, 2009. The Company is currently evaluating the potential impact of adopting FSP FAS 157-4 on the Company’s
financial statements.

Recognition and presentation of other-than-temporary impairments
In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2 “Recognition and Presentation of Other-Than-Temporary
Impairments” (“FSP FAS 115-2 and FAS 124-2”). FSP FAS 115-2 and FAS 124-2 amends the other-than-temporary
impairment guidance in US GAAP for debt securities to make the guidance more operational and to improve the presentation
and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. The recognition
guidance in paragraphs 19–34 of FSP FAS 115-2 and FAS 124-2 applies to debt securities cla ssified as available-for-sale and
held-to-maturity that are subject to other-than temporary impairment guidance within:
a. SFAS115;
b. FSP FAS 115-1 and FAS 124-1;
c. EITF Issue 99-20, as amended by FSP EITF 99-20-1; or
d. AICPA Statement of Position 03-3.
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The presentation and disclosure guidance in paragraphs 35–43 of FSP FAS 115-2 and FAS 124-2 applies to debt and equity
securities that are subject to the disclosure requirements of Statement 115 and FSP FAS 115-1 and FAS 124-1.
FSP FAS 115-2 and FAS 124-2 shall be effective for interim and annual reporting periods ending after June 15, 2009, with
early adoption permitted for periods ending after March 15, 2009. The Company is currently evaluating the potential impact of
adopting FSP FAS 115-2 and FAS 124-2 on the Company’s financial statements.

Interim disclosures about fair value of financial instruments
In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1 “Interim Disclosures about Fair Value of Financial Instruments”
(“FSP FAS 107-1 and APB 28-1”). FSP FAS 107-1 and APB 28-1 amends FASB Statement No. 107, “Disclosures about Fair
Value of Financial Instruments”, to require disclosures about fair value of financial instruments for interim reporting periods of
publicly traded companies as well as in annual financial statements. FSP FAS 107-1 and APB 28-1 also amends APB Opinion
No. 28, Interim Financial Reporting, to require those disclosures in summarized financial information at interim reporting
periods. FSP FAS 107-1 and APB 28-1 applies to all financial instruments within the scope of Statement 107 held by publicly
traded companies, as defined by Opinion 28. FSP FAS 107-1 and APB 28-1 shall be effective for interim reporting periods
ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The Company is currently
evaluating the potential impact of adopting FSP FAS 107-1 and APB 28-1 on the Company’s financial statements.


Assets and liabilities from contingencies in business combinations
In April 2009, the FASB issued FSP FAS 141(R)– ;1 “Accounting for Assets Acquired and Liabilities Assumed in a Business
Combination That Arise from Contingencies” (“FSP FAS 141(R)–1”). FSP FAS 141(R)–1 amends and clarifies FASB Statement
No. 141 (revised 2007), “Business Combinations” issues raised on initial recognition and measurement, subsequent
measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination.
FSP FAS 141(R)–1 applies to all assets acquired and liabilities assumed in a business combination that arise from
contingencies that would be within the scope of Statement 5 if not acquired or assumed in a business combination, except for
assets or liabilities arising from contingencies that are subject to specific guidance in Statement 141(R). FSP FAS 141(R)–1
shall be effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date is on
or aft er the beginning of the first annual reporting period beginning on or after December 15, 2008. FSP FAS 141(R)–1 will
impact how the Company accounts for future business combinations and the Company’s future financial statements.


Equity method investment
In November 2008, the EITF reached consensus on Issue No. 08-6, “Equity Method Investment Accounting Considerations”
(“EITF 08-6”), which clarifies the accounting for certain transactions and impairment considerations involving equity method
investments. The intent of EITF 08-6 is to provide guidance on (i) determining the initial carrying value of an equity method
investment, (ii) performing an impairment assessment of an underlying indefinite-lived intangible asset of an equity method
investment, (iii) accounting for an equity method investee’s issuance of shares, and (iv) accounting for a change in an
investment from the equity method to the cost method. EITF 08-6 i s effective in fiscal years beginning on or after
December 15, 2008, and interim periods. EITF 08-6 must be applied prospectively. The Company does not expect the adoption
of EITF 08-6 to have a material impact on the Company’s financial statements.

Instrument indexed to own stock
In June 2008, The Emerging Issues Task Force (“EITF”) reached a consensus on Issue No. 07-5, “Determining Whether an
Instrument (or an Embedded Feature) Is Indexed to an Entity’s Own Stock” (“EITF 07-5”). The consensus was reached on the
following three issues:

•      How an entity should evaluate whether an instrument (or embedded feature) is indexed to its own stock.
•      How the currency in which the strike price of an equity-linked financial instrument (or embedded equity-linked feature) is
       denominated affects the determination of whether the instrument is indexed to an entity’s own stock.
•      How an issuer should account for market-based employee stock option valuation instruments.

Consensus was also reached that EITF 07-5 should be effective for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods. Earlier application by an entity that has previously adopted an alternative accounting
policy is not permitted. The consensus must be applied to outstanding instruments as of the beginning of the fiscal year in
which EITF 07-5 is adopted as a cumulative-effect adjustment to the opening balance of retained earnings for that fiscal year.
The Company is currently evaluating the potential impact of adopting EITF 07-5 on the Company’s financial statements.
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Participating securities
In June 2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment
Transactions Are Participating Securities” (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the
earnings allocation in computing earnings per share under the two-class method as described in SFAS No. 128, “Earnings per
Share” (“SFAS 128”). Under the guidance in FSP EITF 03-6-1, unvested share-based payment awards that contain
non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be
included in the computation of earnings per share pursuant to the two-class method. FSP EITF 03-6-1 shall be effective for
financial statements issued for fiscal years beginning after December 15, 2008, and interim periods. All prior-period EPS data
presented shall be adjusted retrospectively (including interim financial statements, summaries of earnings and selected
financial data) to conform with the provisions of FSP EITF 03-6-1. Early application is not permitted. The Company does not
expect the adoption of FSP EITF 03-6-1 to have a material impact on the Company’s financial statements.

Convertible debt instruments
In May 2008, the FASB issued FSP APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash
upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”) which addresses the accounting for convertible debt
securities that may be settled in cash, (or other assets) upon conversion, including partial cash settlement, unless the
embedded conversion option is required to be separately accounted for as a derivat ive under FASB Statement No. 133,
“Accounting for Derivative Instruments and Hedging Activities” (“SFAS133”). FSP APB 14-1 does not change the accounting
for more traditional types of convertible debt securities that do not have a cash settlement feature. Also, FSP APB 14-1 does
not apply if, under existing US GAAP for derivatives, the embedded conversion feature must be accounted for separately from
the rest of the instrument. FSP APB 14-1 shall be effective for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods. Early adoption is not permitted. FSP APB 14-1 should be applied retrospectively to all
past periods presented — even if the instrument has matured, has been converted, or has otherwise been extinguished as of
the effective date of FSP APB 14-1. The Company is currently evaluating the potential impact of adopting FSP APB 14-1 on
the Company’s financial statements.

Useful l ife of intangible assets
In April 2008, the FASB issued FASB Staff Position No. FAS 142-3, “Determination of the Useful Life of Intangible Assets”
(“FSP FAS 142-3”). FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension
assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, “Goodwill and
Other Intangible Assets” (“SFAS142”). FSP FAS 142-3 removes the requirement under paragraph 11 of SFAS142 to consider
whether an intangible asset can be renewed without substantial cost or material modifications to the existing terms and
conditions and instead, requires an entity to consider its own historical experience in renewing similar arrangements.
FSP FAS 142-3 also requires expanded disclosure related to the determination of intangible asset useful lives. FSP FAS 142-3
is effective for financial statements issued for fiscal years beginning a fter December 15, 2008, and interim periods. Early
adoption is not permitted. The guidance for determining the useful life of a recognized intangible asset shall be applied
prospectively to intangible assets acquired after the effective date. The disclosure requirements shall be applied prospectively
to all intangible assets recognized as of, and subsequent to, the effective date. The Company is currently evaluating the
potential impact of adopting FSP FAS 142-3 on the Company’s financial statements.

Derivative instruments
In March 2008, the FASB issued FASB statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities –
an amendment of FASB statement No. 133” (“SFAS161”). SFAS161 applies to all derivative instruments and nonderivative
instruments that are designated and qualify as hedging instruments pursuant to paragraphs 37 and 42 of SFAS133 and related
hedged items accounted for under SFAS133. SFAS 161 requires enhanced disclosures about an entity’s derivative and
hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS133 and its related
interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, results of
operations and cash flows. SFAS161 is effective for financial statements issued for fiscal years and interim periods beginning
after November 15, 2008, with early application encouraged. Comparative disclosures for earlier periods at initial adoption are
encouraged but not required. The Company does not expect the adoption of SFAS161 to have a material impact on the
Company’s financial statements.
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Noncontrolling interests
In December 2007, the FASB issued FASB Statement No. 160, “Noncontrolling Interests in Consolidated Financial Statements”
(“SFAS160”). SFAS160 amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership
interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS160 is
effective for fiscal years, and interim periods beginning on or after December 15, 2008. Earlier adoption is prohibited. It shall be
applied prospectively as of the beginning of the fiscal year in which this Statement is initially adopted, except for the
presentation and disclosure requirements. The presentation and disclosure requirements shall be applied retr ospectively for all
periods presented. The Company is currently evaluating the potential impact of adopting SFAS160 on the Company’s financial
statements.

Business combinations
In December 2007, the FASB issued FASB Statement No. 141 (R), “Business Combinations” (“SFAS141(R)”). SFAS141(R)
requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in
the transaction; establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities
assumed; and requires the acquirer to disclose information on the nature and financial effect of the business combination.
SFAS141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. SFAS141(R)
applies to all transactions or other events in which an entity (the acquirer) obtains control of one or more businesses (the
acquiree), including combinations achieved without the transfer of consideration. SFAS141(R) will impact how the Company
accounts for future business combinations and the Company’s future financial statements.


Critical accounting policies

AngloGold Ashanti’s accounting policies are described in note 4 to the consolidated financial statements “Significant
accounting policies”. The preparation of the Company’s financial statements in conformity with US GAAP require management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the
year. The following are considered to be the accounting policies that are most critical to the Compa ny’s results of operations,
financial condition and cash flows.

Using of estimates and making of assumptions

The most critical accounting estimates upon which AngloGold Ashanti’s financial reporting depends are those requiring
estimates of Proven and Probable Reserves, recoverable ounces therefrom, and/or assumptions of future gold prices. Such
estimates and assumptions affect the value of inventories (which are stated at the lower of average cost or net realizable value)
and the potential impairment of long-lived assets and intangibles as detailed below. These estimates and assumptions also
affect the rate at which depreciation and amortization are charged to earnings. On an ongoing basis, management evaluates
its estimates and assumptions; however, actual amounts could differ significantly due to the ultimate conclusion of
uncertainties.


Ore reserves and life-of-mines

AngloGold Ashanti estimates on an annual basis its Ore Reserves at its mining operations. There are a number of uncertainties
inherent in estimating quantities of reserves, including many factors beyond the Company’s control. Estimates of Ore Reserves
are based upon engineering evaluations of assay values derived from samplings of drill holes and other openings. Additionally,
declines in the market price of gold may render certain reserves containing relatively lower grades of mineralization
uneconomic to mine. Further, availability of permits, changes in operating and capital costs, and other factors could materially
and adversely affect Ore Reserves. The Company uses its estimates of Ore Reserves to determine the unit basis for mine
depreciation and closure rates, and to evaluate mine asset impairments. Changes in estimates of Ore Reserves could
significantly affect these items. At least annually, the Company reviews mining schedules, production levels and asset lives in
the Company’s life-of-mine planning for all of the Company’s operating and development properties. Significant changes in the
life-of-mine plans may occur as a result of mining experience, new ore discoveries, changes in mining methods and rates,
process changes, investment in new equipment and technology and gold prices. Based on the life-of-mine analysis the
Company reviews its accounting estimates and adjusts depreciation, amortization, reclamation costs and evaluation of each
mine for impairment where necessary. Accordingly, this analysis and the estimates made therein have a significant impact on
the Company’s results of financial condition.
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Drilling and related costs

Drilling and related costs incurred on sites without an existing mine and on areas outside the boundary of a known mineral
deposit that contain proven and probable reserves are recorded as exploration expenditures and are expensed as incurred.

Drilling and related costs incurred to define and delineate a residual mineral deposit that has not been classified as proven and
probable reserves at a development stage or production stage mine are capitalized when management determines that there is
sufficient evidence that the expenditure will result in a future economic benefit to the Company in the accounting period when
the expenditure is made. Management evaluates whether or not there is sufficient geologic and economic certainty of being
able to convert a residual mineral deposit into a proven and probable reserve at a development stage or production stage mine,
based on the known geologic and metallurgy, existing mining and processing facilities, operating permits and environmental
programs. Therefore prior to capitalizing such costs, management determines that the following conditions have been met:

a.     There is a probable future benefit;
b.     AngloGold Ashanti can obtain the benefit and control access to it; and
c.     The transaction or event giving rise to it has already occurred.

The Company understands that there is diversity in practice within the mining industry, in that some companies expense the
drilling and related costs incurred to define and delineate residual mineral deposits that have not been classified as proven and
probable reserves at a development stage or production stage mine. Had AngloGold Ashanti expensed such costs as incurred,
net income, earnings per share and retained earnings would have been lower by approximately the following amounts:

2008                     2007                     2006
Net income ($ millions)
10
1
12
Earnings per share
(1)
(cents)
3
-
5
Retained income – January 1 ($ millions)
60
59
47
Retained income – December 31 ($ millions)
70
60
59
(1)
Impact per basic and diluted earnings per common share.

Accounting for derivatives

The Company accounts for derivative contracts in accordance with Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS133") as amended.

SFAS133 requires all contracts that meet the definition of a derivative to be recognized on the balance sheet as either assets
or liabilities and recorded at fair value. Gains or losses arising from remeasuring derivatives to fair value at each reporting
period are to be accounted for either in the income statement or in other comprehensive income, depending on the use and
designation of the derivative and whether it qualifies for hedge accounting. The key criterion, which must be met in order to
qualify for hedge accounting, is that the derivative must be highly effective in offsetting the change in the fair value or cash
flows of the hedged item.

Contracts that meet the criteria for hedge accounting are designated as the hedging instruments hedging the variability of
forecasted cash flows from capital expenditure and the sale of production into the spot market, and are classified as cash flow
hedges under SFAS133. Where a derivative qualifies as the hedging instrument in a cash flow hedge under SFAS133,
changes in fair value of the hedging instruments, to the extent effective, are deferred in other comprehensive income and
reclassified to earnings as product sales or as an adjustment to depreciation expense pertaining to capital expenditure, when
the hedged transaction occurs. The ineffective portion of changes in fair value of the cash flow hedging instruments is reported
in earnings as gains or losses on non-hedge derivatives in the period in which they occur.

All other contracts not meeting the criteria for the normal purchases and sales or hedge accounting, as defined in SFAS133,
are recorded at their fair market value, wi th changes in value at each reporting period recorded in earnings as gains and losses
on non-hedge derivatives.
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The estimated fair values of derivatives are determined at discrete points in time based on relevant market information. These
estimates are calculated with reference to the market rates using industry standard valuation techniques.

AngloGold Ashanti does not acquire, hold or issue derivative instruments for trading purposes. A number of products, including
derivatives, are used to manage commodity price, interest rate and foreign exchange risks that arise out of the Company’s core
business activities. Forward purchase and sale contracts and call and put options are used by the Company to manage its
exposure to gold and other commodity prices, interest rate and currency fluctuations.

See “Item 5E.: Off-balance sheet arrangements” for a description of accounting treatment of the normal purchase and normal
sale exempt contracts.


Revenue recognition

AngloGold Ashanti’s revenues are derived primarily from the sale of gold produced at its mines. Revenue from product sales is
recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the
seller’s price to the buyer is fixed or determinable and collectability is reasonably assured. Gold is a liquid commodity that is
dealt with on the international markets, and gold produced by the Company’s mining operations is processed to saleable form
at various precious metals refineries.


Contingencies

AngloGold Ashanti accounts for contingencies in accordance with SFAS No. 5, “Accounting for Contingencies”. SFAS 5
requires the recording of an estimated loss for a loss contingency when information available indicates that it is probable that
an asset has been impaired or a liability has been incurred, and the amount of the loss can be reasonably estimated.
Accounting for contingencies such as legal and income tax matters requires the use of judgments to determine the amount to
be recorded in the financial statements. By their nature, contingencies will only be resolved when one or more future events
occur or fail to occur and typically, those events will occur a number of years into the future. The Company assesses such
contingent liabilities, which inherently involves the exercise of significant management judgment and estimates of the outcome
of future events. Also, see “ Taxation” discussed below.

Impairment of long-lived assets

AngloGold Ashanti’s long-lived assets include property, plant and equipment, acquired properties, goodwill and other tangible
assets. In assessing the potential impairment of its long-lived assets held for use, the Company must make assumptions
regarding estimated future cash flows and other factors relating to the respective assets. To the extent that the carrying value
of the long-lived asset as recorded in the consolidated financial statements exceeds the undiscounted cash flows associated
with these assets, an impairment charge is recognized in the consolidated financial statements based on the fair value of the
asset. The Company performs impairment tests for goodwill at least annually during the fourth quarter and whenever certain
indicators of impairment exist. Impairment calculation assumptions are included in notes to the Consolidate Financial
Statements – Note 5 Costs and e xpenses.


Taxation

AngloGold Ashanti follows the liability method of accounting for taxation whereby the Company recognizes the tax
consequences of temporary differences by applying current statutory tax rates applicable to future years to differences between
financial statement amounts and the tax bases of certain assets and liabilities. Changes in deferred tax assets and liabilities
include the impact of any tax rate changes enacted during the year. Deferred tax is estimated at the future average anticipated
taxation rates at which temporary differences are expected to reverse. Future average anticipated taxation rates are
determined from revenue and expenditure outlined in life-of-mine business plans that are revised annually. When a deferred
tax asset arises the Company reviews the asset for recoverability and establishes a valuation allowance where the Company
determines it is more likely than not that such a n asset will not be realized. These determinations are based on the projected
realization of tax allowances and tax losses. If these tax assets are not to be realized, an adjustment to the valuation
allowance would be required, which would be charged to income in the period that the determination was made.
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If the Company determines that it would be able to realize tax assets in the future in excess of the recorded amount thereof, an
adjustment to reduce the valuation allowance would be recorded as a credit to income in the period that the determination is
made. Management classifies taxes payable based on the likelihood of the amount required to be settled within twelve
months, which are then reported within current liabilities. All other taxes payable are recorded within non-current assets. The
Company reasonably expects that the valuation allowance applied to carried forward capital losses could reverse in the
foreseeable future as it undertakes a capital asset realization program.

Provision
for environmental rehabilitation
AngloGold Ashanti’s mining and exploration activities are subject to various laws and regulations governing the protection of
the environment. The Company recognizes management’s best estimate for asset retirement obligations in the period in which
they are incurred. Actual costs incurred in future periods could differ materially from the estimates. Additionally, future changes
to environmental laws and regulations, life of mine estimates and discount rates could affect the carrying amount of this
provision. Changes in Mineral Reserves could similarly affect the useful lives of assets depreciated on a straight-line-basis,
where those lives are limited to the life of mine.


Share-based payments

AngloGold Ashanti issues equity-settled share-based payments to certain employees. Equity-settled share-based payments
are measured at fair value (excluding the effect of non-market based vesting conditions) at the date of grant. The fair value
determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting
period, based on the Company’s estimate of the shares that will eventually vest and adjusted for the effect of non market-
based vesting conditions.

Fair value is measured using the Black-Scholes pricing model. The expected life used in the model has been adjusted, based
on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioral considerations.


Pension plans and post-retirement medical aid obligations

The determination of AngloGold Ashanti’s obligation and expense for pension and provident funds, as well as post-retirement
health care liabilities, depends on the selection of certain assumptions used by actuaries to calculate amounts. These
assumptions are described in Note 27 to the consolidated financial statements “Provision for pension and other post-retirement
benefits” and include, among others, the discount rate, the expected long-term rate of return of plan assets, health care
inflation costs and rates of increase in compensation costs. While the Company believes that these assumptions are
appropriate, significant changes in the assumptions may materially affect pension and other post-retirement obligations as well
as future expenses, which may result in an impact on earnings in the periods that the changes in the assumptions occur.

The main assumptions for 2008 r elating to the most significant defined benefit plan were the discount rate, the expected return
on plan assets and the compensation and pension plan inflation rates. The discount rate was determined using the South
African bond yield rate (on the "benchmark" R186 bond) as a guide and adjusted for the taxation effects on pension plans.

The assumed level of salary increases relative to inflation was advised by the AngloGold Ashanti directors as well as the
AngloGold Ashanti Human Resources department. The expected return on plan assets were based on the historical market
performance of the underlying assets. For inflation targets the published Consumer Price Index (CPI) by the Department of
Statistics as well as the South African Reserve Bank inflation target were used as a guide. Pension increases were assumed to
be at 90 percent of the assumed inflation rate, based on the respective Fund's pension increase policy.

•
Effects on results of operations

Company and plan participants’ contributions to the defined benefit funds are disclosed in note 27 to the consolidated financial
statements “Provision for pension and other post-retirement medical benefits”. The total Company contributions to defined
contribution plans for the years ended December 31, 2008, 2007 and 2006 amounted to $49 million, $51 million and
$40 million, respectively.
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•
Change in pension trends

The trend of the expected return on the plan assets is lower (16.70 percent) for the year ended December 31, 2008 when
compared to 2007. Based on the 2007 expected return of 11.14 percent on the defined benefit plan assets, the return for 2008
amounted to $33 million compared to the actual 2008 loss of $7 million. The long-term compensation and pension inflation
increases estimated in 2007 at 6 percent and 4.73 percent, respectively, have decreased to 5.25 percent and 3.60 percent,
respectively, which is in line with current economic indicators.

•
Sensitivity analysis

It is not the policy of AngloGold Ashanti to consider the sensitivity of the accounting figures to different assumptions. The actual
short-term salary inflation rate used for the 2008 valuation was a rate of 10 percent and the long-term salary inflation rate was
5.25 percent, which is in line with the actual average increases granted and the target Consumer Price Index indicated by the
South African Reserve Bank. For each 1 percent point variance in the actual return on the plan assets, the value in growth will
vary by $2 million.


Ore on Leach Pads

The recovery of gold from certain oxide ores is achieved through the heap-leaching process. Under this method, ore is placed
on leach pads where it is permeated with a chemical solution, which dissolves the gold contained in the ore. The resulting
“pregnant” solution is further processed in a process plant where the gold is recovered. For accounting purposes, costs are
added to leach pads based on current mining costs, including applicable depreciation, depletion and amortization relating to
mining operations. Costs are removed from the leach pad as ounces are recovered in circuit at the leach plant based on the
average cost per recoverable ounce of gold on the leach pad.

The engineering estimates of recoverable gold on the leach pads are calculated from the quantities of ore placed on the pads
(measured tons added to the leach pads), the grade of ore placed on the leach pa ds (based on assay data) and a recovery
percentage (based on metallurgical testing and ore type). Leach pad production cycles vary from several months to multiple
years. In operations with multiple year leach cycles, approximately 65 percent of the placed recoverable ounces are recovered
in the first year of leaching, with declining amounts each year thereafter until the leaching process is complete.

Although the quantities of recoverable gold placed on the leach pads are reconciled by comparing the grades of ore placed on
pads to the quantities of gold actually recovered (metallurgical balancing), the nature of the leaching process inherently limits
the ability to precisely monitor recoverability levels. As a result, the metallurgical balancing process is constantly monitored and
the engineering estimates are refined based on actual results over time. Historically, AngloGold Ashanti’s operating results
have not been materially impacted by variations between the es timated and actual recoverable quantities of gold on its leach
pads. For operations with long-term leach production cycles, variations in recovery estimates from new metallurgical data or
production variances would be accounted for as an adjustment to the recoverable ounces and the average cost per
recoverable ounce of gold on the leach pad. Variations between actual and estimated quantities resulting from changes in
assumptions and estimates that do not result in write-downs to net realizable value are accounted for on a prospective basis.
The ultimate recovery of gold from a pad will not be known until the leaching process has been concluded. Feasibility studies in
North America indicate that in terms of the mine life extension project at Cripple Creek leaching activities could extend to 2034.

The costs of materials currently contained on the leach pad are reported as a separate line item. As at December 31, 2008
and 2007, $49 million was classified as short-term as t he Company expects the related gold to be recovered within twelve
months. The short-term portion of materials on the leach pad is determined by multiplying the average cost per ounce in
inventory by the expected production ounces (from the ore present on the pad at the beginning of the period) for the next
twelve months. Short-term heap-leach pad inventory occurs in two forms: (1) gold recoverable but yet to be dissolved (i.e. gold
still in the ore), and (2) gold recoverable from gold dissolved in solution within the leach pad (i.e. pore water). This estimate
calculation was used in determining the short-term portion of materials on the leach pad as at December 31, 2008. As at
December 31, 2008, $261 million was classified as long-term compared with $190 million as at December 31, 2007.

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5C.
RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

For a detailed discussion, see “Item 4B.: Business overview – Research and development”.


5D.
TREND INFORMATION

Outlook. Gold production for 2009 is forecast to be between 4.9 million and 5.0 million ounces subject to stability and
availability of power in South Africa and other factors.

Capital expenditure is expected to be approximately $840 million (excluding amounts to be spent at Boddington) in 2009
(2008: $1,239 million), of which 36 percent relates to South Africa,18 percent to Ghana and 18 percent to Brazil.


5E.       OFF-BALANCE SHEET ARRANGEMENTS

AngloGold Ashanti does not engage in off-balance sheet financing activities, and does not have any off-balance sheet debt
obligations, special purpose entities or unconsolidated affiliates. The most significant off-balance sheet items are normal
purchase and normal sale exempt contracts and unaccrued future rehabilitation obligations, each of which is discussed below.

Normal purchase and normal sale exempt contracts

A number of derivatives are used to manage gold price risks that arise out of the group’s core business activities. Gold pricing
contracts that meet the SFAS138 exemption for Normal Purchase and Normal Sale do not appear on the balance sheet.
These agreements are accounted for as sales contracts with the proceeds under the contract being recorded in earnings at the
date of settlement by physical delivery. These off-balance sheet contracts are managed as part o f AngloGold Ashanti’s gold
price risk management activities and at December 31, 2008 had a marked-to-market value of negative $1,180 million. All other
derivatives are recognized on the balance sheet at fair value. See “Item 11.: Quantitative and qualitative disclosures about
market risk” and note 25 to the consolidated financial statements “Financial risk management activities”.

Future rehabilitation liability

The unaccrued portion of the future rehabilitation liability is an off-balance sheet obligation. See note 21 to the consolidated
financial statements “Provision for environmental rehabilitation”.

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168
5F.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

As at December 31, 2008 AngloGold Ashanti had the following known contractual obligations:

Contractual Obligations
(7)

(in millions)
Total
$
Less than
1 year
$
1-3
years
$
3-5
years
$
More than
5 years
$
Long-term debt obligations including interest
(1)
2,012
1,082
875
5
50
Capital lease obligations
58
6
6
6
40
Operating lease obligations
96
30
34
31
1
Purchase obligations
- Contracted capital expenditure
(2)
82                   82
-
-                    -
- Other purchase obligations
(3)
685                 289
193
192                  11
Environmental rehabilitation costs
(4)
1,049                   15
59
41
934
Derivatives
(5)
2,497
1,614
667
216
-
Pensions and other post retirement medical obligations
(6)
330
29
58
57
186
Total                                                                                                               6,809
3,147
1,892
548
1,222
(1)     Interest calculations are at the rate existing at the year end. Actual rates are set at floating rates for some of the debt (Refer Note
         20 of Item 18).
(2)     Represents contracted capital expenditure for which contractual obligations exist. Amounts stated include commitments of
         equity accounted joint ventures.
(3)     Other purchase obligations represent contractual obligations for mining contract services, purchase of power, supplies,
         consumables, inventories, explosives and activated carbon. Amounts stated exclude purchase obligations of equity accounted
         joint ventures.
(4)     Operations of gold mining companies are subject to extensive environmental regulations in the various jurisdictions in which they
         operate. These regulations establish certain conditions on the conduct of operations by AngloGold Ashanti. Pursuant to
         environmental regulations, AngloGold Ashanti is also obligated to close their operations and reclaim and rehabilitate the lands
         upon which it conducted its mining and gold recovery operations. The present estimated closure costs at existing operating
         mines and mines in various stages of closure are reflected in this table. For more information of environmental rehabilitation
         obligations, see “Item 4D.: Property, plants and equipment – Sustainable development : Safety, Health, environment and social
         development”. Amounts stated include a total estimated liability of $84 million in respect of equity accounted joint ventures.
(5)     Estimated fair value of all derivatives. Also see “Item 5B.: Liquidity and capital resources – Derivatives accounted for at fair
        value”. Amounts stated include derivatives of equity accounted joint ventures.
 (6)    Represents payments for unfunded plans or plans with insufficient funding.
(7)    The Company is unable to determine the years, if any, that the resolution of its uncertain tax liabilities will result in a cash flow.
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169
ITEM 6: DIRECTORS, EXECUTIVE MANAGEMENT AND EMPLOYEES
6A.
DIRECTORS AND SENIOR MANAGEMENT
Directors
AngloGold Ashanti has a unitary board structure which currently comprises two executive directors and eight non-executive
directors. Certain information with respect to AngloGold Ashanti’s directors as at December 31, 2008 is set forth below:
Year
first
Name Age
Position
appointed
(1)
Mark Cutifani
50
Executive director and chief executive officer
2007
Srinivasan Venkatakrishnan
43
Executive director, and chief financial officer
2005
Russell P Edey
(2) (3)
66
Independent
non-executive director and chairman
1998
Thokoana J. (James) Motlatsi
(4)
57
Independent non-executive director and deputy chairman
1998
Frank B. Arisman
(2)
64
Independent
non-executive
director
1998
Reginald Bannerman
(5)
74
Independent
non-executive
director
2006
Joseph H Mensah
(2) (5)
80
Independent
non-executive
director
2006
William (Bill) A Nairn
64
Independent non-executive director
2001
Lumkile W (Wiseman) Nkuhlu
(2)(6)
64
Independent
non-executive
director
2006
Sipho M Pityana
49
Independent non-executive director
2007

(1)
Directors who do not have a contract of employment with the company (non-executive directors) serve for a period of three years unless
re-elected. At each annual general meeting, directors appointed since the previous annual general meeting are required to retire, but are
eligible for re-election. In addition, one-third of the non-executive directors (rounded down to the next whole number), must retire
according to seniority or by lot but may be re-elected.
(2)
Member of the audit and corporate governance committee.
(3)
Appointed as chairman with effect from May 1, 2002.
(4)
Appointed as deputy chairman with effect from May 1, 2002.
(5)     Directors that have given notice that they will be retiring from the board at the conclusion of the annual general meeting to be held on
May 15, 2009.
(6)    Resigned from the board at the conclusion of the meeting held on May 5, 2009 to approve the filing with the SEC of this annual report on Form 20-F.

EXECUTIVE DIRECTORS
MR M CUTIFANI (50) (Australian)
BE (Min. Eng)
Chief Executive Officer
Mark Cutifani was appointed to the board of AngloGold Ashanti on September 17, 2007 and as Chief Executive Officer on
October 1, 2007. He is chairman of the Executive Committee and a member of the Transformation and Human Resources
Development, Safety, Health and Sustainable Development, and Investment committees.
Mark has considerable experience in gold mining, having been associated with the industry since 1976. Prior to joining
AngloGold Ashanti, he held the position of Chief Operating Officer at CVRD Inco, a Toronto-based company, where he was
responsible for Inco's global nickel business.
MR S VENKATAKRISHNAN (VENKAT) (43) (British)
BCom, ACA (ICAI)
Chief Financial Officer
Venkat joined AngloGold Ashanti on July 1, 2004 from Ashanti Goldfields Company Limited (Ashanti) where he was Chief
Financial Officer until that company's business combination with AngloGold Limited in May 2004. He was appointed to the
board on August 1, 2005 and is a member of the Executive and Investment committees and is invited to attend meetings of the
Audit and Corporate Governance Committee. He is a member of the Treasury Committee, a sub-committee of the Audit and
Corporate Governance committee.
Venkat has extensive financial experience, having been a director in the Reorganization Services Division of Deloitte & Touche
in London prior to joining Ashanti in 2000.
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170
NON-EXECUTIVE DIRECTORS


MR RP EDEY (66) (British)
FCA
Chairman and independent non-executive

Russell Edey was appointed to the board of AngloGold Ashanti on April 1, 1998, as Deputy Chairman on December 11, 2000
and as Chairman on May 1, 2002. Based in the United Kingdom, he is a non-executive director of Old Mutual plc, a member of
the Counseil de Surveillance of Paris Orleans SA and a non-executive director of a number of companies within the
NM Rothschild Group. Mr Edey is chairman of the Investment and Nominations committees and a member of the Audit and
Corporate Governance and Remuneration committees.


DR TJ MOTLATSI (57) (South African)
Hon DSoc Sc (Lesotho)
Deputy Chairman and independent non-executive

James Motlatsi was appointed to the board of AngloGold Ashanti on April 1, 1998 and as Deputy Chairman on May 1, 2002.
He is chairman of the Transformation and Human Resources and Development and the Political Donations Committee and a
member of the Safety, Health and Sustainable Development and Remuneration committees.

James has substantial experience in and knowledge of the mining industry in general and of South Africa in particular. His
association with the industry in South Africa spans more than 30 years in various positions including past president of the
National Union of Mineworkers. He is the Executive Chairman of TEBA Limited, a service organization primarily responsible for
the recruitment of mineworkers for the South African mining industry.


MR FB ARISMAN (64) (American)
MSc (Finance)
Independent non-executive

Frank Arisman joined the board of AngloGold Ashanti on April 1, 1998. He serves on four board committees: Transformation
and Human Resources and Development, Audit and Corporate Governance, Nominations and Remuneration. He is a me mber
of the Treasury Committee, a sub-committee of the Audit and Corporate Governance Committee. In 2008, he chaired the
Financial Analysis Committee, a special purpose committee of the board set up to consider the funding needs of AngloGold
Ashanti.

Frank, who resides in the USA, has a rich background in management and finance through his experiences at JP Morgan
where he held various positions and retired as Managing Director after 32 years of service.


MR RE BANNERMAN (74) (Ghanaian)
MA (Oxon), LLM (Yale)
Independent non-executive

Reginald Bannerman became a Director of AngloGold Ashanti on February 10, 2006. He is a member of the Remuneration,
Nominations and Transformation and Human Resources and Development committees.

Reginald has a legal background and has been in law practice for more than 50 years and is currently the principal partner at
Messrs Bruce-Lyle, Bannerman & Thompson Attorneys, one of the leading priv ate law firms in Ghana, and a member of the
General Legal Council of Ghana. He is also on the board of the Valco Trust Fund, the largest privately-run trust in Ghana. A
former lecturer in law at the Ahmadu Bello University in Nigeria, he was also formerly the mayor of Accra, the capital city of
Ghana. Resident in Ghana, Reginald assists the board in matters affecting the company's activities in that country.
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171
MR JH MENSAH (80) (Ghanaian)
MSc (Economics, London University)
Independent non-executive

Joseph Mensah was appointed a member of the AngloGold Ashanti board on August 4, 2006, and is a member of the Audit
and Corporate Governance, Investment, Safety, Health and Sustainable Development and Nominations committees. Joseph, a
Ghanaian resident, has extensive experience in politics, and international and local economic management. He was the
Minister of Finance and Economic Planning of Ghana and a member of parliament from 1969 to 1972. He worked with a
number of local and international development agencies including being a member of the African Advisory Council of the
African Development Bank from 1993 to 1997. Until December 2008, he was chairman of the National Development Planning
Commission in Ghana and a member of the Ghana Parliament representing the Sunyani East constituency.


MR WA NAIRN (64) (South African)
BSc (Mining Engineering)
Independent non-executive

Bill Nairn has been a member of the board of AngloGold Ashanti since January 1, 2000 and chairs the Safety, Health and
Sustainable Development Committee and is a member of three other committees: Transformation and Human Resources and
Development, Investment and Nominations. Bill, a mining engineer, has considerable technical experience having been the
group technical director of Anglo American plc until 2004 when he retired from the company. Having completed the three-year
cooling-off period, Bill is now considered an independent non-executive director of AngloGold Ashanti.


PROF LW NKUHLU (64) (South African)
BCom, CA (SA), MBA (University of New York)
Independent non-executive

Wiseman Nkuhlu was appointed to the board on August 4, 2006. He has been the chairman of the Audit and Corporate
Governance committee since May 5, 2007, having served as deputy chairman from August 4, 2006. He also serves as a
member of the Nominations, Political Donations and Remuneration committees. In addition, he is the chairman of the Treasury
Committee, a sub-committee of the Audit and Corporate Governance Committee. Wiseman, a respected South African
academic, educationist, professional and business leader, served as Economic Adviser to the former President of South Africa,
Mr Thabo Mbeki, and as Chief Executive of the Secretariat of the New Partnership for Africa's Development (NEPAD) from
2000 to 2005. From 1989 to 2000, he served as a director on a number of major South African companies, including Standard
Bank, South African Breweries, Old Mutual, Tongaat Hulett, BMW and JCI. Wiseman was President of the South African
Institute of Chartered Accountants from 1998 to 2000 and Principal and Vice Chancellor of the University of Transkei from 1987
to 1991. He is currently the Chairman of Pan African-Capital Holdi ngs (Pty) Limited, a South African company that focuses on
research and investments, fund management and private equity, and Kagiso Trust Investments. He is also a member of the
board of Datatec Limited. He was elected President of the Geneva-based International Organization of Employers (IOE) in
May 2008 for a period of two years. He is a member of the Financial Crisis Advisory Group of the IASB and FASB.


MR SM PITYANA (49) (South African)
BA (Hons) (Essex), MSc (London); Dtech (Honoris) (Vaal University of Technology)
Independent non-executive

Sipho Pityana joined the board of AngloGold Ashanti on February 13, 2007 and assumed the chairmanship of the
Remuneration Committee on August 1, 2008. He is a member of the Safety, Health and Sustainable Development, Political
Donations, Investment, Nominations and the Transformation and Human Resources Development committees. Sipho has
extensive experience in management and finance, and has occupied s trategic roles in both the public and private sectors,
including that of Director General of the national Departments of both Labor and Foreign Affairs. He was formerly a senior
executive of Nedbank Limited and is currently the executive chairman of Izingwe Holdings (Proprietary) Limited, a local
empowerment group and a significant investor in mining, engineering, infrastructure and logistics, and AngloGold Ashanti’s
BEE partner. He serves as a non-executive director on the boards of several other South African companies.

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172
Board movements during 2008
Mrs E Le R Bradley retired on May 6, 2008.
Mr S R Thompson resigned on July 28, 2008.

In terms of the company’s memorandum and articles of association, there is no mandatory resignation age for directors. Non-
executive directors do not hold service contracts with the company.
In accordance with the articles of association of AngloGold Ashanti, all non-executive directors must retire at least once every
three years by rotation and may be re-elected by shareholders. At the annual general meeting held on May 6, 2008,
•
Dr T J Motlasti, Mr W A Nairn and Mr S M Pityana retired by rotation and having made themselves available, were re-
elected to the board by shareholders.
•      Mr M Cutifani who was appointed to the board of directors prior to the annual general meeting was appointed by the
shareholders.
•
Mrs E le R Bradley, retired from the board.
At the annual general meeting to be held on May 15, 2009, Mr R P Edey will retire by rotation and has offered himself for re-election by shareholders. Subsequent to the posting of the IFRS annual report to shareholders on March 27, 2009, Messrs J H Mensah and R E
Bannerman have given notice that they will be retiring from the board at the conclusion of the annual general meeting to be held on May 15,
2009. In addition, Prof L W Nkuhlu, chairman of the audit and corporate governance committee, resigned from the board at the conclusion
of the meeting held on May 5, 2009 to approve the filing with the SEC of this annual report on Form 20-F.



EXECUTIVE COMMITTEE
This committee, chaired by Mr Cutifani, the chief executive officer, is responsible for overseeing the day-to-day management of
the company’s affairs and for executing the decisions of the board. The committee meets at least monthly and is actively
involved in the strategic review of the company’s values, safety performance, operation and exploration profiles and financial
status.
The business experience and functions of the executive committee members of AngloGold Ashanti, as at December 31, 2008
are as follows.
DR CE CARTER (46)
BA (Hons), DPhil, EDP
Executive Vice President – Business Strategy
Charles Carter has worked in the mining industry since 1991, in South Africa and the United States in a range of corporate
roles with Anglo American Corporation, RFC Corporate Finance and AngloGold Ashanti. He was appointed Executive Vice
President – Business Strategy in December 2007, responsible for corporate strategy and business planning, risk management
and investor relations.


MR RN DUFFY (45)
BCom, MBA
Executive Vice President – Africa
Richard Duffy joined Anglo American in 1987 and in 1998 was appointed executive officer and managing secretary of
AngloGold. In November 2000, he was appointed head of business planning and in 2004 assumed responsibility for all new
business opportunities globally. In April 2005, this role was expanded to include greenfields exploration. He was appointed to
the Executive Committee in August 2005. Richard was appointed as Executive Vice President – Africa in July 2008.


MR GJ EHM (52)
BSc Hons, MAusIMM, MAICD
Executive Vice President – Australasia
Graham Ehm has, since 1979, gained diverse experience in mine operations and project management, covering the nickel,
phosphate, copper, uranium and gold sectors. He was appointed General Manager Sunrise Dam Gold Mine in 2000, Regional
Head – Australia in 2006, and took up his current role as Executive Vice President – Australasia in December 2007.
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MR RW LARGENT (48)
BSc (Min. Eng), MBA
Executive Vice President – Americas
Ron Largent has been with the company since 1994. He is a board member of the Colorado Mining Association in Denver and
has served on the Board of Directors for the California Mining Association and the Nevada Mining Association. In 2001, he was
appointed as General Manager of the Cripple Creek & Victor Gold Mine and took up his current role as Executive Vice
President – Americas in December 2007.


MR RL LAZARE (52)
BA, HED, DPLR, SMP
Executive Vice President – Human Resources

Robbie Lazare joined Anglo American Gold and Uranium Division in 1982, working in a variety of management posts until 1999
when he was appointed general manager of TauTona. In December 2004, he was appointed an executive officer with
responsibility for South African operations and in July 2008, Executive Vice President – Human Resources.


MR MP LYNAM (47)
BEng (Mech)
Vice President – Finance, Treasury and Company Secretarial

Mark Lynam joined the Anglo American group in 1983 and has been involved in the hedging and treasury area since 1990. In
1998, he joined AngloGold as treasurer and was appointed an executive officer in May 2004. He was appointed as Vice
President – Finance, Treasury and Company Secretarial in July 2008.


MR AM O'NEILL (51)
BSc (Mining Engineering), MBA
Executive Vice President – Business and Technical Development

Tony O’Neill joined AngloGold Ashanti in July 2008 as Executive Vice President – Business & Technical Development, having
consulted to the company prior to this on its asset portfolio strategy. His extensive career in mining since 1978 includes the role
of Executive – Operations at Newcrest Mining Limited and Executive General Manager for gold at Western Mining Corporation.


MR TML SETILOANE (4 9)
FAE, BSc (Mech Eng)
Executive Vice President – Sustainability

Thero Setiloane joined AngloGold in May 2003 from Real Africa Holdings, where he had been an executive director. He is the
chairman of Rand Refinery Limited. He was appointed an executive officer and a member of AngloGold Ashanti's Executive
Committee in February 2006 and as Executive Vice President – Sustainability in December 2007.


MS YZ SIMELANE (43)
BA LLB, FILPA, MAP
Vice President – Government Relations

Yedwa Simelane joined AngloGold in November 2000 from the Mineworkers' Provident Fund where she was the senior
manager of the Fund. She was appointed an executive officer in May 2004 and Vice President – Government Relations in
July 2008.
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174
MR NW UNWIN (56)
BA
Executive Vice President – Corporate Services

Nigel Unwin joined Anglo American as a trainee in human resources in 1974 and spent 18 years in operations and corporate
roles. He then worked in the CFTA retail sector for seven years before joining AngloGold in 1999 as an executive officer.
Following the acquisition of Acacia Resources by AngloGold at the end of 1999, he managed the integration of the two
companies in Australia before taking over the Human Resources and Information Technology portfolios in 2001. He was
appointed Executive Vice President – Corporate Services in July 2008.


Executive management movements during 2008
Peter Rowe retired from the Executive Committee on June 30, 2008. His roles and responsibilities were assumed by Tony
O’Neill.


OFFICE OF THE COMPANY SECRETARY

MS L EATWE LL (54)
FCIS

Lynda Eatwell joined AngloGold in 2000 as assistant company secretary and was appointed company secretary in
December 2006. She is responsible for ensuring compliance with statutory and corporate governance requirements and the
regulations of the stock exchanges on which AngloGold Ashanti is listed.


COMPETENT PERSONS

As part of it suite of annual reports, AngloGold Ashanti produces a Mineral Resource and Ore Reserves statement and all the
information in this report that relates to Exploration Results, Mineral Resources and Ore Reserves is based on information
compiled by the Competent Persons.

During the past decade, the company has developed and implemented a rigorous system of internal and external reviews of
Exploration Results, Mineral Resources and Ore Reserves. A documented chain of responsibility exists from the Competent
Persons at the operations to the Company’s Mineral Resource and Ore Reserves Steering Committee. Accordingly, the
Chairman of the Mineral Resources and Ore Reserves Steering Committee, V A Chamberlain, assumes responsibility for the
Mineral Resource and Ore Reserve processes for AngloGold Ashanti and is satisfied that the Competent Persons have fulfilled
their responsibility.

VA Chamberlain (46) — MSc (Mining Engineering), BSc (Hons) (Geology), MAusIMM
Vaughan has 23 years experience and holds a Bachelor of Science (Honors) degree in Geology from the University of Natal
and a Masters degree in Mining Engineering from the University of the Witwatersrand. He started his career with Anglo
American Corporation in 1987 as a geologist at Western Deep Levels East Mine (now TauTona mine). He joined AngloGold in
1998 and currently holds the position of Vice President – Geosciences and is chairman of the Mineral Resources and Ore
Reserves Steering Committee.

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175
6B. COMPENSATION

REMUNERATION REPORT

The Remuneration Committee sets and monitors executive remuneration for the company, in line with the executive
remuneration policy. This policy has as its objectives to:

•     attract, reward and retain executives of the highest caliber;
•     align the behavior and performance of executives with the company's strategic goals, in the overall interests of
      shareholders;
•     ensure the appropriate balance between short-, medium- and long-term rewards and incentives, with the latter being
      closely linked to structured company performance targets and strategic objectives that are in place from time to time; and
•     ensure that regional management is competitively rewarded within a global remuneration policy, which recognizes both
      local and global market practice.

In particular the Remuneration Committee is responsible for:

•     the remuneration packages for executive directors of the company including, but not limited to, basic salary, performance-
      based short- and long-term incentives, pensions, and other benefits; and
•     the design and operation of the company's executive share option and other incentive schemes.


REMUNERATION COMMITTEE
During 2008, members of the Committee comprised the following non-executive directors:

•      Sipho Pityana (appointed chairman effective August 1, 2008)
•      Russell Edey (chairman up to July 31, 2008)
•      Reginald Bannerman
•      Prof Wiseman Nkuhlu
•       Frank Arisman
•      Dr James Motlatsi

During the year, all members attended the three meetings of the Remuneration Committee that were held, except Mr Pityana
who was unable to attend one meeting.

Number of meetings attended
SM Pityana
2/3
FB Arisman
3/3
RE Bannerman
3/3
RP Edey
3/3
TJ Motlatsi
3/3
LW Nkuhlu
3/3

All meetings of the committee are attended by the chief executive officer and executive vice president – human resources,
except when their own remuneration or benefits are being discussed. The services of Deloitte & Touche are retained to act as
independent, expert advisers on executive remuneration.

The following principles are applied in determining executive remuneration:

•      Annual remuneration is a combination of base pay and short-, medium- and long-term incentives, with salary comprising
       about 50 percent of annual remuneration if the bonus and LTIP targets are achieved.
•      Salary is set at the median for the relevant competitive market.
•      All incentive plans align performance targets with shareholder interests.

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176
BONUS SHARE PLAN (BSP) AND LONG-TERM INCENTIVE PLAN (LTIP)

BSP

Shareholders approved the introduction of two new plans to replace the old share incentive scheme at the annual general
meeting held on April 29, 2005. The purpose of both schemes is to align the interests of shareholders and the efforts of
executives and managers.

To the extent that structured company performance targets are achieved, the BSP allows for the payment of an annual bonus,
paid partly in cash and partly in rights to acquire shares.

The BSP scheme was revised in 2008, with the approval of shareholders, to increase in the maximum bonus quantum (and the
accompanying share award) for all levels of participants. In the case of the CEO and CFO, the maximum bonus earning
opportunity was increased to 160 percent and 140 percent, respectively. The vesting period for the bonus shares was also
altered with part of the award vesting after the first and second years and an enhancement after a third year if the shares are
not sold before the end of year three. The split between company and individual performance in determining the bonus at
executive level was also changed to 60 percent company and 40 percent individual.

LTIP

The LTIP allows for the granting of rights to acquire shares, determined by the achievement of stretched company performance
targets over a three-year period. These targets are based on the performance of earnings per share (EPS) and relative total
shareholder return (TSR), whereby the company will need to consistently outperform its gold company peers. Additionally,
certain strategic business objectives, which the Remuneration Committee determines from time to time, will also need to be
met. For 2008, strategic business objectives set by the Remuneration Committee includes safety improvement targets and
reserve an d resource ounce generation.


EXECUTIVE REMUNERATION
Executive director remuneration currently comprises the following elements:

•      Basic salary, which is subject to annual review by the Remuneration Committee and is set in line with the median of
        salaries in similar companies in the relevant markets both in South Africa and globally. The individual salaries of executive
        directors are reviewed annually in accordance with their own performance, experience, responsibility and company
        performance.
•      Annual bonus, which is determined by the achievement of a set of stretched company and individual performance targets.
        For 2008, the company targets were based on performance measures including safety, EPS, cost control, and gold
        production. The weighting of the respective contribution of company and individual targets is 60 percent company and
        40 percent individual. 50 percent of the bonus is paid in cash and 50 percent in the awarding of rights to acquire shares in
        terms of the BSP.
•      LTIP: The CEO and CFO are granted the right to acquire shares of value equivalent to 120 percent and 100 percent of
        their annual salaries, respectively, subject to the achievement of stretched company performance targets over a three-year
        period. These targets are based on the performance of EPS and TSR, whereby the company will need to consistently
        outperform its gold company peers. Additionally, strategic business objectives will also need to be met.

In 2005, the first grant of LTIP awards was made to executive directors and executive and senior management. When the LTIP
awards vested at the end of 2007, only one performance target was achieved, resulting in a vesting of 40 percent of awards
granted, with the balance lapsing. The LTIP awards granted in 2006 will vest on July 31, 2009 and based on the performance
targets achieved, 40 percent of awards granted will vest in respect of executive directors and executive management, and
45 percent of awards granted will vest for other management with the balance lapsing.
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177
At the discretion of the Remuneration Committee, cash payments, equal in value to the dividends which would have been paid
on an award of actual shares during the vesting period was made when the BSP awards of 2006 vested. A cash payment will
also be made when the LTIPs awarded in 2006 vest end-July 2009.

•     Pensions and Risk Benefits: Executive directors belong to AngloGold Ashanti’s pension fund. However, executive
      directors who are non-South African citizens have the option of electing a retirement benefit in their country and currency
      of choice, in which case, the company contributes an amount equal to the contribution made for other AngloGold Ashanti
      executives. Death and disability cover reflects best practice amongst comparable employers in South Africa.
•     Other benefits: Executive directors are members of an external medical aid scheme, which covers the director and his
      immediate family.

DIRECTORS' SERVICE CONTRACTS

Service contracts of executive directors are reviewed annually. Mark Cutifani, as chief executive officer, has an initial contract
of 24 months, but with a 12-month notice period. The notice period for the chief financial officer Srinivasan Venkatakrishnan, is
nine months. The contracts also deal with compensation if an executive director is dismissed or if there is a material change in
role, responsibilities or remuneration following a new shareholder assuming control of the company.


COMPENSATION OF EXECUTIVE DIRECTORS AND EXECUTIVE MANAGEMENT

Under the Listings Requirements of the JSE, AngloGold Ashanti is required to disclose compensation paid to its executive
directors on an individual basis while compensation paid to its executive officers/execu tive management is disclosed in
aggregate.

The following table presents the compensation paid by AngloGold Ashanti to executive management during 2008 and 2007.
Executive directors have elected not to receive payment of directors’ fees, committee fees and travel allowances.

EXECUTIVE DIRECTORS' AND EXECUTIVE MANAGEMENT REMUNERATION

Executive director and executive management remuneration is made up as follows:
All figures
in $000
(1)
Appointed
with
effect
from
(2)
Resigned/
retired
with
effect
from
(2)
Salary
Compen-
sation
and
recruit-
ment
(3)
Perfor-
mance
related
pay-
ments
(4)
Pension
scheme
contri-
butions
benefits
(5)
Other
benefits
(5)
En-
cashed
leave
(6)
Sub
total
Pre-tax
gains on
share
options
exer-
ised
Total
Executive directors'
remuneration 2008
M Cutifani
Full year
1,153
–
713
179
3
–    2,048
–
2,048
S Venkatakrishnan
(8)
Full
year
677
–
438
122
–
–
1,237
223
1,460
1,830
–
1,151
301
3
–
3,285
223
3,508
Executive
management’s
remuneration 2008
Representing 11
executive
management
(8)
3,852
–
1,763
623
145
60
6,443
192
6,635
Total executive
directors, and
executive
management
remuneration 2008
5,682
–
2,914
924
148
60    9,728
415    10,143
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178
All figures
in $000
(1)
Appointed
with
effect
from
(2)
Resigned/
retired
with
effect
from
(2)
Salary
Compen-
sation
and
recruit-
ment
(3)
Perfor-
mance
related
pay-
ments
(4)
Pension
scheme
contri-
butions
benefits
(5)
Other
benefits
(5)
En-
cashed
leave
(6)
Sub
total
Pre-tax
gains
on
share
options
exer-
ised
Total
Executive directors'
remuneration 2007
M Cutifani
Sep 17, 07
227
2,162
137
–
100
–     2,627
–
2,627
R Carvalho Silva
(7)
Sep 30, 07
636
2,880
142
302
227
213      4,400
651
5,051
RM Godsell
Sep 30, 07
716
1,394
–
109
13
264      2,495       5,075
7,569
NF Nicolau
Nov 12, 07
701
2,375
136
111
118
18      3,459
337
3,795
S Venkatakrishnan
Full year
649
–
244
110
–
35      1,038
–
1,038
2,929
8,811
659
632
458
530
14,019
6,063    20,080
Executive officers'
remuneration to
November 30, 2007
15 executive officers
4,041
–
885
511
37
95      5,569
1,634
7,203
Executive officers'
remuneration from
December 1, 2007
Representing 10
executive officers
345
–
73
43
6
51
518
–
518
Total executive
directors, executive
officers and
executive
management
remuneration – 2007
7,315
8,811
1,617
1,186
501
676     20,106
  7,697    27,801
Rounding of figures may result in computational discrepancies.
(1)    Where directors' compensation is paid in South African rands, for the purposes of this annual report on Form 20-F, the rand
        values have been converted to US dollar using the following year-to-date average rate of exchange: 2008: R8.2483:$1 and
        2007: R7.0276:$1.
(2)    Salaries are disclosed only for the period from or to which office was held except in respect of Messrs Godsell, Carvalho Silva and
        Nicolau, which amounts reflect total payments made to the date of the 2007 report.
(3)    Compensation and recruitment expenses relate to the once-off payments made to Messrs Godsell, Carvalho Silva and Nicolau on
        their retirement/resignation from the board and company, and to Mark Cutifani on his appointment as chief executive officer.
(4)    In order to more accurately disclose remuneration received/receivable by executive directors and executive management, the
        tables above include the performance related payments calculated on the year's financial results.
(5)    Includes health care, personal travel and relocation expenses, and in respect of Mr Carvalho Silva, a compulsory payment to an
        unemployment insurance fund and a medical promise payout in respect of Mr Nicolau.  
 (6)    Pursuant to AngloGold Ashanti’s policy regarding the number of leave days that may be accrued, all surplus leave days accrued
        are compulsorily encashed.
(7)    Mr Carvalho Silva's earnings were paid in Brazilian real and US dollars. For the purposes of this annual report, values have been
        converted to South African rands using the monthly average rates of exchange.
(8)    Mr Venkatakrishnan applied all of the proceeds after tax from the sale of his share options to acquire 4,569 ordinary shares in
       AngloGold Ashanti. Of the 15,563 share options exercised by the executive management, the proceeds from the sale of
       12,963 options were used to acquire 2,304 ordinary shares in AngloGold Ashanti.

Executive directors do not receive payment of directors' fees or committee fees.

COMPENSATION OF NON-EXECUTIVE DIRECTORS

The fees of non-executive directors are fixed by shareholders at the annual general meeting, and other than the fees they
receive for their participation on board committees and an allowance for traveling internationally to attend board meetings, non-
executive directors receive no further payments from the company.

There are no contracts of service between the non-executive directors and the company or any of its subsidiaries. All directors
are subject to retirement by rotation and re-election by shareholders at least once every three years.
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The following table presents the compensation paid by AngloGold Ashanti to each non-executive director during 2008 and
2007.

NON-EXECUTIVE DIRECTORS' REMUNERATION

The following table details fees and allowances paid to non-executive directors:
All figures stated
to the nearest $000
(1)
Appointed
with effect
from
(2)
Resigned/
retired
with
effect
from
(2)
Directors’
fees
(3)
Com-
mittee
fees
Travel
(4)
Total
Directors’
fees
(3)
Com-
mittee
fees    Travel
(4)
Total
2008
2007
RP Edey (Chairman)
150
32
25
207
142
31
18
191
Dr TJ Motlatsi
(Deputy chairman)
44
19
–
63
48
26
–
74
FB Arisman
25
33
20
78
21
30
18
70
RE Bannerman
25
12
25
62
21
15
18
55
Mrs E le R Bradley
May 6, 08
5
5
–
10
18
28
–
46
CB Brayshaw
May 5, 07
–
–
–
–
7
11
–
18
Mrs C Carroll
May 5, 07
Oct 9, 07
–
–
–
–
4
–
–
4
Dr SE Jonah (President)
Feb 12, 07
–
–
–
–
13
9
–
22
R Médori
Oct 9, 07
–
–
–
–
15
–
–
15
JH Mensah
25
21
20
66
21
11
18
50
WA Nairn
16
19
–
35
18
22
–
44
Prof LW Nkuhlu
16
27
–
43
19
16
–
33
SM Pityana
Feb 13, 07
16
34
–
50
16
16
–
32
SR Thompson
July 28, 08
15
16
5
36
21
13
14
48
AJ Trahar
May 5, 07
–
–
–
–
7
5
–
12
Total – non-executive
directors
337
218
95
650
389
234
87
710
Alternates
PG Whitcutt
Oct 9, 07
–
–
–
–
–
5
–
5
Total – alternate directors
–
–
–
–
–
5
–
5
Grand total
337
218
95
650
389
239
87
715
Rounding may result in computational differences.

(1)
Where directors' compensation is paid in South African rands, for the purposes of this annual report on Form 20-F, the rand
values have been converted to US dollar using the following year-to-date average rate of exchange: 2008: R8.2483:$1 and
2007: R7.0276:$1.
(2)    Fees are disclosed only for the period from or to which, office is held.
(3)    At the annual general meeting of shareholders held on May 4, 2007 shareholders approved an increase in directors’ fees with
effect from May 1, 2007
– Chairman
–
$150,000 per annum
– Deputy chairman and president
–
R360,000 per annum
– South African resident directors
–
R135,000 per annum
– Non-resident directors
–
$25,000 per annum
The non-executive directors' remuneration was last adjusted in 2007 and as a result, has lagged behind that of a comparator
group of companies, both locally and globally. In order to continue to attract individuals of high caliber to serve as non-executive
directors, and to enable the company to achieve its strategic objectives, a proposal to adjust the non-executive directors
remuneration in line with the market and the company's business strategy, will be tabled at the annual general meeting to be held
on May 15, 2009.
(4)
A payment of a travel allowance of $5,000 per meeting is made to non-executive directors who travel internationally to attend
board meetings. In addition, AngloGold Ashanti is liable for the payment of all travel costs.
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6C.     BOARD PRACTICES

INTRODUCTION

Corporate governance is the responsibility of the board as a whole and is guided by the company's Memorandum and Articles
of Association, the Board Charter, the South African Companies Act 61 of 1973, as amended, and the United States'
Sarbanes-Oxley Act of 2002, the listing requirements of the JSE Limited and other stock exchanges on which the company is
listed, as well as various corporate governance guidelines such as those provided by the King Code and the Global Reporting
Initiative. Various other legislations and governance standards also guide the company's legal and disclosure obligations.

Day-to-day responsibility for corporate governance is overseen by management which regularly reports to the various
committees of the board. The board chairman and the chairman of the Audit and Corporate Governance Committee play an
active role in the corporate governan ce issues faced by the company through regular interaction with executive directors,
senior management and other interested parties where necessary.

The JSE Limited's Listings Requirements require the company to disclose its compliance with the King Code and explain any
areas of non-compliance. The King Code is a set of guidelines on best practice in corporate governance aimed at promoting
the highest standards of governance in South Africa. AngloGold Ashanti complies with all material aspects of the King Code.
AngloGold Ashanti deviates from the King Code in that the chairman of the board is a member of the Audit and Corporate
Governance committee owing to his considerable knowledge of financial matters, risk management and corporate governance.

Significant corporate governance milestones achieved by AngloGold Ashanti during the year:

•      inclusion in the JSE Sustainability Index 2008 and was nominated as one of the sixteen “Best Performers” in the 2008
       index; and
•     overall winner of the Southern African Institute of Chartered Secretaries and Administrators and the JSE Limited's Annual
      Report Award in respect of its 2007 annual report prepared in accordance with IFRS.

THE BOARD OF DIRECTORS

The board has a unitary structure and comprises 10 members who assume overall responsibility for the activities of the
company, including the entire risk management framework and corporate governance of the company. The board has a written
charter that governs its powers, functions and responsibilities and covers the following pertinent areas:

•      Authority of the board
•      Directors' appointments
•      Role and responsibility of the board
•      Procedures of the board
•      Board committees
•      Matters reserved for board decision
•      Management of risks
•      Corporate governance 
•      Remuneration issues
•      Evaluation of board performance and induction of new directors
•      Declaration of interests

The board contains the mix of skills, experience and knowledge required of a multinational gold mining company.

Directors' retirement follows a staggered process with one-third of non-executive directors retiring at least every three years at
the annual general meeting. A curriculum vitae of each director standing for election or re-election is made available to
shareholders prior to the annual general meeting to assist in their deliberations. The board is authorized by the company's
articles of association to appoint new directors, on recommendation by the Nominations Committee, provided such appointees
retire at the next annual general meeting and stand for election by shareholders.

Executive directors are appointed by the board to oversee the day-to-day running of the company. Executive directors are held
accountable by regular reporting to the board, and their performance is measured against pre-determined criteria.
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Only executive directors have contracts of employment with the company. There are no contracts of service between the
directors and the company, or any of its subsidiaries that are terminable at periods of notice exceeding one year or that require
payment of compensation on termination. Non-executive directors do not hold service contracts with the company.

Non-executive directors provide the board with advice and experience that is independent of management and the executive.
The presence of independent directors on the board, and the critical role they play as board representatives on key committees
such as the Audit and Corporate Governance, Nominations, Political Donations and Remuneration committees, ensures that
the company's interests are served by impartial views that are separate from those of management and shareholders.

In October 2008 the board reviewed its definition and criteri a for determining which of its members qualify as being
independent from a corporate governance perspective. That definition is replicated below:

Policy on determining the independence of board members

AngloGold Ashanti subscribes to a policy of sound corporate governance practices informed by the requirements set in terms
of applicable stock exchanges on which the company is listed, and particularly that of the Johannesburg and New York Stock
Exchanges, as well as legislative imperatives of securities and companies laws and governance standards such as the King
Code. The board will at all times comply with the requirement to consist of a majority of independent directors and this policy
statement will describe the criteria that will guide the board in determining which of its members are independent from a
corporate governance point of view. The board retains an inherent discretion to determine the independence of its directors on
a case-by-case basis t aking into account the totality of the facts and the criteria established in this policy. Where the board,
exercising its discretion and having considered all relevant facts, determines a director to be independent despite not meeting
the criteria established in this policy, the board will fully disclose its reasoning in appropriate public reports.

The test of independence that will be used by the board of AngloGold Ashanti Limited to determine the independence of its
members is based on the following:

1.     An independent director is a non-executive director of the board who:
a.    Is not a representative or officer of a significant shareholder of the company. For purposes of this policy the term
“significant shareholder” means a shareholder who owns, directly or indirectly, more than 5 percent of the company's
issued share capital or a shareholder who has the ability to influence the decisions of the board and/or management.
The term “officer” shall mean a director or company secretary of the shareholder, any person identified as an officer
according to the requirements of any relevant laws; any person who has the capacity to influence significant business
and/or financial decisions of the shareholder (including decisions affecting the relationship with AngloGold Ashanti) or
who is appointed to any capacity within the shareholder by its board or any of its board committees;
b.    Has not been employed in an executive capacity by the company or the group for the preceding three financial years.
For purposes of this policy the term “executive capacity” means any employee whose appointment requires the
approval of the Remuneration Committee, Nominations Committee or the Audit and Corporate Governance
Committee of the board;
c.    Has not been the auditor of the company for the preceding three financial years;
d.    Is not a professional adviser to the company other than in his or her capacity as a director of the company;
e.    Does not have a material interest in a contract with the company or is not employed by a company that has a material
interest in a contract with the company. For purposes of this policy the term “material interest in a contract” means, as
a guideline, any contract which is:
(i)
The greater of 0.5 percent of AngloGold Ashanti's total gross revenue in the preceding financial year or
$20 million whichever is the greater; and
(ii)
Even if the limit mentioned in (i) above is not exceeded, the board will consider whether the contract is deemed
material to either contracting side taking into account all relevant facts including (but not limited to) the value of
the contract relative to the total business of each party and the importance of the business relationship to the
parties.
f.
Is free of any other business or other relationship which could be perceived to materially interfere with the individual's
capacity to act independently of other board members, management or the individual's own interests;
g.    Receives remuneration for services as a director in the form of cash and shares (but not share options); and
h.    Objectively conducts himself or herself in a manner displaying independence of thought, judgment and action.

2.    For purposes of determining the independence of directors the criteria above will apply mutatis mutandis to the immediate
family members of the director. For purposes of this policy the term “immediate family member” shall include any of the
following persons who are related to the director in question: spouse, children and grandchildren; parents, parents-in-law
and grandparents; siblings and the children, spouses and grandchildren of any of these siblings.
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182
3.    The board will annually review which of its members are independent having regard to this policy and relevant facts.
The board will annually review this policy as part of its own performance evaluation process.

The board, its committees, and individual directors completed an annual evaluation process in February 2009 to review
their effectiveness and determine measures that will help improve the performance of the board and its committees. The
chairman of each committee and the chairman of the board led the processes to evaluate the committees and the board,
respectively. There was a separate review of the chairman's performance led by the deputy chairman of the board
whereby each director evaluated his performance during the year. The company secretary and compliance manager play
a critical role in this process.

The performance evaluation of executive directors is conducted by the Remuneration Committee.

As an example of the content of an appraisal form, the board effectiveness evaluation covered the following topics:

•     Setting of performance objectives
•      Board contribution to development of strategy
•      Board response to crisis
•      Board awareness of developments in regulatory environment and market
•      Effectiveness of board committees
•      Evaluation of the relationship between the board and management, shareholders and among members of the board
       itself
•      Succession plans for senior executive management
•      Definition of independent directors
•      Corporate governance and legal issues facing the board/company

The vice president – finance, treasury and company secretarial and the company secretary have been appointed to assist
the board in its deliberations, informing members of their legal duties and ensuring, together with the executive directors
and senior management that its resolutions are carried out. Together with the investor relations department, the company
secretarial function also provides a direct communications link with investors and liaises with the company's share
registrars on all issues affecting shareholders. The company secretarial function, in consultation with other departments,
furthermore, provides mandatory information required by various regulatory bodies and stock exchanges on which the
company is listed. The vice president – finance, treasury and company secretarial and the company secretary are
responsible for compliance with all the statutory requirements related to the administration of the Share Incentive Scheme.
They also ensure that m inutes of all shareholders, board and board committee meetings are properly recorded in
accordance with the South African Companies Act 61 of 1973, as amended. The company secretarial and compliance
functions also play a crucial role in the induction of new directors.

A compliance office has been established to assist the board and management to determine their statutory duties, ensure
legal compliance and advise on issues of corporate governance.

All members of the board have access to management and the records of the company, as well as to external professional
advisers should the need arise.

Directors and employees of AngloGold Ashanti with access to price sensitive information are not permitted to trade in the
company's shares during closed periods. In addition, they are prohibited from dealing in warrants and derivatives of the
company at any time. Directors and key employees are required to follow a formal process before trading in the company's shares. Closed periods are in effect from the end of the reporting period to and including the date of publication of the
quarterly, half-yearly and year-end results. Where appropriate, a closed period is also effective during periods when major
transactions are being negotiated and a public announcement could be imminent.

Six board meetings and six sub-committee meetings took place during the course of 2008.

Significant issues faced by the board in 2008

The biggest issue faced by the board of AngloGold Ashanti during 2008, was and continues to be, the global financial
crisis and the prospect of a worldwide recession. The current economic climate has several implications for resource
companies as commodity prices slide downwards and impact essential financial and capital project plans. More relevant to
AngloGold Ashanti was the need to refinance the company's convertible bond which matured in February 2009. The
company's initial plan to r efinance the bond from proceeds of an equity linked instrument became non-viable due to the
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183
global credit crunch that resulted from the financial crisis, posing a significant risk to the company's activities. The
refinancing problem was resolved when, in November 2008, the company secured a US$1.0 billion term facility to
refinance the bond.

The board also regularly reviewed both the company's strategy of reducing the hedge book and its performance in respect
of safety.

Attendance at board meetings during 2008:
Mr R P Edey (Chairman)
6 of 6 meetings attended
Dr T J Motlatsi
5 of 6 meetings attended
Mr F B Arisman
6 of 6 meetings attended
Mr R E Bannerman
6 of 6 meetings attended
Mrs E Le R Bradley*
3 of 4 meetings attended
Mr M Cutifani
6 of 6 meetings attended
Mr J H Mensah
6 of 6 meetings attended
Mr W A Nairn
6 of 6 meetings attended
Prof L W Nkuhlu
6 of 6 meetings attended
Mr S M Pityana
4 of 6 meetings attended
Mr S R Thompson**
4 of 4 meetings attended
Mr S Venkatakrishnan
6 of 6 meetings attended

* retired May 6, 2008
** resigned July 28, 2008


BOARD SUB-COMMITTEES

To facilitate its activities and deliberations, the board has established a number of subcommittees, comprising members of the
board, with written terms of reference governing the powers, functions and activities of these sub-committees. There are eight
committees of the board including the Executive Management Committee. As and when required, the board may establish
Special Purpose committees to address issues of current concern.

Members of board committees have access to management and the records of the company, as well as to external
professional advisers should the need arise. Details of each sub-committee are provided below:

Audit and Corporate Governance Committee

Membership of the Audit and Corporate Governance Committee, including its chairman, comprises only independent non-
executive directors, in compliance with the Sarbanes-Oxley Act. The Sarbanes-Oxley Act requires the board to identify a
financial expert from within its ranks. The board has resolved that the committee's chairman, Prof Wiseman Nkuhlu is the
board's financial expert. All four members of the committee have considerable financial knowledge and experience to help
oversee and guide the board and the company in respect of the audit and corporate governance disciplines. In relation to
independent directors' membership of the committee, AngloGold Ashanti deviates from the guidelines of the King report, but
complies with the requirements of the Sarbanes-Oxley Act in that the board chairman is a member of the committee. The
board considers that the board chairman possesses relevant invaluable experience and knowledge warranting his membership
of the committee.

The group internal audit manager has unrestricted access to both the chief executive officer and the chief financial officer, the
board chairman and the ch airman of this committee, and is invited to attend and report on his department's activities at all
committee meetings. The board is confident that the unfettered access of the group internal audit manager to key board
members, and the direct and regular reporting to the committee, enables him to discharge his duties as required by law and in
fulfillment of his obligations to the company. The function, duties and powers of the internal audit department, for which the
group internal audit manager is responsible, are governed by a formal internal audit charter approved by the committee. In
addition, the group internal audit manager meets with committee members in the absence of management.
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The committee meets regularly with the external audit partner, the group's internal audit manager and the chief financial officer
to review the audit plans of the internal and external auditors and ascertain the scope of the audits, and to review the quarterly
financial results, significant legal matters affecting the company, the preliminary announcement of the annual results and the
annual financial statements, as well as all statutory submissions of a financial nature, prior to approval by the board.

In relation to risk management, the committee reviews the risk policies of the company with respect to risk identification and the
risk management process, ensuring that the guidelines of the King Code and the requirements of the US Sarbanes-Oxley Act
are met, as well as advising the board on the effectiveness of the risk management system.

The committee is further responsible for:

•     the appointment and dismissal of the external auditors;
•     determining and approving external auditors' fees;
•     ensuring that the external auditors report regularly to the committee;
•     overseeing the work of the external auditors;
•     fees paid to the external auditors in respect of audit fees are disclosed under “Item 16C.: Principal accountant fees and
      services”;
•     overseeing the internal audit function:
      o receiving regular report back from the group internal audit manager; and
      o the appointment and dismissal of the group internal audit manager;
•     assessing and reviewing the company's risk management framework;
•     monitoring the group's corporate governance practices in relation to regulatory requirements and guidelines; and
•     determining all non-audit work of the external auditors including consulting work, and pre-approving non-audit fees to be
      paid to the external auditors. The non-audit activities performed by the external auditors during the year were in respect of:
      o tax services;
      o training services; and
      o assurance services in respect of United States Securities and Exchange Commission (US SEC) regulatory filings.

The external auditors also meet with committee members in the absence of management. The Audit and Corporate
Governance Committee, after due consideration, is satisfied that the external auditor is independent of the company and was
so during the financial period under review to and including the date of this report.

The committee met on four occasions during 2008. Mrs E Le R Bradley retired from the board on May 6, 2008 and ceased to
be a member of the committee at that date. The committee meeting attendance during 2008 is as follows:

Prof L W Nkuhlu (Chairman)
4 of 4 meetings attended
Mr F B Arisman
4 of 4 meetings attended
Mrs E le R Bradley*
1 of 1 meetings attended
Mr R P Edey
4 of 4 meetings attended
Mr J H Mensah
4 of 4 meetings attended

* retired on May 6, 2008

The NYSE listing rules require that the board determine whether a member of the committee's simultaneous service on the
audit committees of more than three public companies impairs the ability of such a member to effectively serve on a listed
company's audit committee. Professor Nkuhlu, the chairman of the committee, is a member of two (2007: two) other public
companies' audit committees but is the chairman of none of these committees (2007: nil).

Prof Nkuhlu is a qualified chartered accountant with considerable experience in both accounting and auditing and is a past
president of the South African Institute of Chartered Accountants. The board is confident that the experience and caliber of
Prof Nkuhlu and his active contribution and regular attendance at meetings of the committee and the board demonstrates his
commitment to the company. The simultaneous se rvice on other audit committees and membership on the Financial Crisis
Advisory Group of the IASB and FASB by Prof Nkuhlu has not impaired his ability to diligently execute his responsibilities to the
committee and the board of AngloGold Ashanti. The members of the Audit and Corporate Governance Committee were all re-
appointed to serve as members of the committee by the board to hold office for the next financial year.
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Transformation and Human Resources Development Committee (formerly Employment Equity and Development
Committee)

The name of this committee was changed during 2008. The committee is responsible for overseeing the company's
performance in respect of employment equity, transformation and staff development by taking into account the legal
requirements of applicable legislation and the monitoring of targets set by the company, including the monitoring of the Mining
Charter in its entirety and all legislative requirements impacting on the company's right to mine at all its operations. The
committee is also responsible for employee skills development in a manner that seeks to develop and retain talent, and to
provide employees with the opportunity to enhance their skills and knowledge. The committee met on four occasions during
2008. Details of the company's employment equity practices and performance during the year, as well as the many challenges
the company faces in this regard are provided for in this report under the Employment Equity and Development section below.

The committee meeting attendance during 2008 is as follows:

Dr T J Motlatsi (Chairman)
4 of 4 meetings attended
Mr FB Arisman
4 of 4 meetings attended
Mr R E Bannerman
4 of 4 meetings attended
Mr M Cutifani
4 of 4 meetings attended
Mr W A Nairn
4 of 4 meetings attended
Mr S M Pityana
3 of 4 meetings attended


Executive Committee

This committee is chaired by Mr Cutifani, the chief executive officer and comprises members of the executive team. The
committee is responsible for overseeing the day-to-day management of the company's affairs and for executing the decisions
of the board. It meets at least monthly and is actively involved in the strategic review of the company's values, safety
performance, operation and exploration profiles and financial status.


Investment Committee

This committee is responsible for overseeing and reviewing AngloGold Ashanti's strategic investments which includes the
acquisition and disposal of assets, capital expenditure and projects. Mrs E Le R Bradley retired and Mr Thompson resigned
from the committee on May 6, 2008 and July 28, 2008, respectively. The committee met on three occasions during 2008
Attendance was as follows:

Mr R P Edey (Chairman)
3 of 3 meetings attended
Mrs E le R Bradley*
1 of 1 meetings attended
Mr M Cutifani
2 of 3 meetings attended
Mr J H Mensah
3 of 3 meetings attended
Mr W A Nairn
2 of 3 meetings attended
Mr S Pityana
2 of 3 meetings attended
Mr S R Thompson**
1 of 1 meetings attended
Mr S Venkatakrishnan
3 of 3 meetings attended

*
retired May 6, 2008
**
resigned July 28, 2008


Nominations Committee

The appointment of directors is a matter for the board as a whole but the Nominations Committee, whose membership
comprises solely of independent non-executive directors, is responsible for identifying and recommending suitable candidates
for appointment to the board. The fit and proper standards policy for directors guides this process. The committee is also
responsible for establishing and reviewing succession plans for members of the board, particularly those of the chief executive
officer and board chairman. Mrs E Le R Bradley resigned from the committee on May 6, 2008. No meetings of the committee
took place during 2008.
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Political Donations Committee

The membership of the Political Donations Committee comprises the South African resident independent non-executive
directors, and is chaired by the deputy chairman of the board, Dr TJ Motlatsi. The committee determines the funding of political
parties in South Africa in accordance with principles set out in the political donations policy adopted by the board on
April 29, 2003. No meetings of the committee took place during 2008.


Remuneration Committee

The Remuneration Committee comprises only non-executive directors and is responsible for evaluating the performance of
executive directors and executive management, and for setting appropriate remuneration for such officers of the company. Full
details of the company's remuneration philosophy, the committee's deliberations during 2008, remuneration payments for all
dir ectors and information on the Share Incentive Scheme have been disclosed in “Item 6B.: Compensation” above.

The performances of the executive directors are assessed relative to the prevailing business climate and market conditions, as
well as to annual evaluations of the achievement of key predetermined objectives. Bonuses paid to executive directors are a
reflection of the performance of each of the directors and the company as a whole. The fees of non-executive directors are
fixed by shareholders at the annual general meeting and, other than the fees they receive for their participation on board
committees and an allowance for travelling internationally to attend board meetings, non-executive directors receive no further
payments from the company and are precluded from participation in the company's share incentive scheme. Mr Edey resigned
as chairman of this committee on July 31, 2008, but remains a member and Mr Pityana assumed the chairmanship on
August 1 , 2008. The committee met on three occasions during 2008 and its meeting attendance is as follows:



Mr S M Pityana (Chairman)
2 of 3 meetings attended
Mr F B Arisman
3 of 3 meetings attended
Mr RE Bannerman
3 of 3 meetings attended
Mr RP Edey
3 of 3 meetings attended
Dr TJ Motlatsi
3 of 3 meetings attended
Prof L W Nkuhlu
3 of 3 meetings attended


Safety, Health and Sustainable Development Committee

This committee is tasked with overseeing the company's performance regarding safety, health and sustainable development,
and for establishing targets in relation to each of these areas. Membership of the committee comprises non-executive directors
and the chief executive officer. Its meetings are attended by several members of the executive team and other officers of the
company. During 2008, the committee deliberated on the safety concerns faced by the company's South African mines in
particular, and on the strategies and methodologies that will enhance the safety and security of all company employees.
AngloGold Ashanti recently implemented the “Safety is our first value” campaign aimed at giving greater focus to safety issues.
The committee met on four occasions during 2008. The members of the committee visi ted the Moab Khotsong mine where
they went underground and had a presentation from mine management. Mr Thompson resigned from the committee on
July 28, 2008. The committee's meeting attendance is shown below:


Mr WA Nairn (Chairman)
4 of 4 meetings attended
Mr M Cutifani
4 of 4 meetings attended
Mr J H Mensah
3 of 4 meetings attended
Dr T J Motlatsi
3 of 4 meetings attended
Mr S M Pityana
3 of 4 meetings attended
Mr S R Thompson*
1 of 2 meetings attended

*
Mr Thompson resigned effective July 28, 2008.
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Special purpose board committees

As and when required, the board may appoint a special purpose board committee. In March 2008, the Financial Analysis
Committee was formed to address the funding requirements of the company, namely the rights offer. The committee was
dissolved on July 7, 2008 following the close of the rights offer. Members of the committee and attendance at meetings are
shown below:

Mr F B Arisman (Chairman)
5 of 5 meetings attended
Mr R P Edey
5 of 5 meetings attended
Prof. L W Nkuhlu
5 of 5 meetings attended
Mr S M Pityana
5 of 5 meetings attended

6D. EMPLOYEES

The average number of attributable employees in the AngloGold Ashanti group over the last 3 financial years was:

2008                         2007                         2006
South Africa
37,127
36,976
35,968
Argentina                                                                                                                     1,072
1,017
906
Australia                                                                                                                      1,198
781
479
Brazil
4,095                        4,352                        4,428
Ghana
7,502                        7,549                        9,443
Guinea
2,933                         2,917                       2,708
Mali
1,611                         1,615                       1,473
Namibia
482                            409                          313
Tanzania                                                                                                                      3,116
3,226
3,220
USA
421                            405                          369
Other*
3,338                         2,275                       2,146
Total**
62,895                       61,522                     61,453
*
Including corporate, exploration and other non-gold producing subsidiaries.
**         Includes contractors.

The change in employee numbers from 2007 to 2008 was largely a result of the employment of personnel required to
implement AngloGold Ashanti’s strategies pertaining to the business process framework, business improvement, and
increased exploration personnel.

The change in employees numbers from 2006 to 2007 was largely a result of increases in employee complement in Australia
and Namibia owing to staffing up at the Boddington joint venture and the full impact of the revised shift arrangements at
Sunrise Dam, and the full transition to owner-mining at Navachab. In contrast, employee numbers declined in Ghana where
restructuring continued at the Obuasi operation.


EMPLOYEE AND OTHER STAKEHOLDER ENGAGEMENT

The company has in place, a variety of strategies and structures designed to promote constructive engagement with
employees and other stakeholders. Details of the company's initiatives and practices in respect of stakeholder engagement are
contained in the AngloGold Ashanti Report to Society 2008.

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UNIONS AND COLLECTIVE BARGAINING
Freedom of association, in particular, is recognized as a fundamental right within the group, and collective bargaining is
encouraged in those countries where the relevant structures exist. Management/union relationships, where they exist given
the local laws and arrangements, are governed by collective bargaining, recognition and company-negotiated agreements.
Over 90 percent (2007: 93 percent) of the global workforce is represented by recognized trade unions or provided for by way of
collective bargaining processes. AngloGold Ashanti is a strong supporter of collective bargaining.

Although only 86 percent (2007: 87 percent) of all South African employees are members of unions, 97.4 percent
(2007: 97.5 percent) fall under collective bargaining agreements, including the agency-shop agreement. The agency shop
agreement exists across the lower bargaining unit at the South African operations. Thi s agreement provides for the contribution
by non-union members of 0.75 percent of basic monthly pay to a fund which is used to address work and social needs of that
bargaining group. This has been negotiated because union members pay 1 percent of their basic pay as union dues. The
outcome of wage negotiations with the unions applies to all employees within that bargaining unit, whether they are union
members or not.

The only exceptions to the collective bargaining arrangements are operations in the United States and Australia, where
employees (as is common practice in these countries) are not members of unions, but where a high degree of employee
participation is encouraged.

There were no significant disputes or strikes at any of the group’s operations during the year. The most significant agreement
reached between the company and unions during the year was the review of wages in Ghana.
In South Africa, a two-year agreement, effective July 2007, was entered into between AngloGold Ashanti, through the Chamber
of Mines, NUM and Solidarity. The agreement provides for:

•      wage increases of between 8 percent and 10 percent, with the highest increase for the lowest job category and for key
       skills;
•      a wage increase in the second year of CPIX plus 1 percent, subject to a minimum guaranteed increase of 8 percent. In
        terms of the agreement, a wage increase of 10 percent was effective from July 1, 2008;
•      an increase in medical incapacitation benefits and an increase in funeral cover;
•      improvements in accommodation subsidies; and
•      an increase in family responsibility leave from three days to four days.

A review of wages and other conditions of service effective July 1, 2009 for the South African operations will be conducted in
the first half of 2009 by the above parties, through the Chamber of Mines.

In Ghana, the 3-year broad agreement on wages and conditions of service which was negotiated in 2006 between AngloGold
Ashanti and the Ghana Mine Workers’ Union is still current but will be re-negotiated in 2009.

Generally, conditions of service, including minimum notice periods and negotiation practices with employees and employee
representatives, are guided by country legislation, collective bargaining agreements and individual contracts of employment
and therefore vary from region to region.


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6E.         SHARE OWNERSHIP

DIRECTORS' INTERESTS IN SHARES

At December 31, 2008, the members of AngloGold Ashanti’s board of directors beneficially held the aggregate of
24,068 ordinary shares of the company (not incuding stock options or other equity awards), which represented 0.0068 percent
of the company’s outstanding share capital at that date.

The interests of the directors in the ordinary shares of the company at December 31, 2008 were:


Beneficial
Direct                                                   Indirect
December 31, 2008
Executive directors
M Cutifani
10,000
–
S Venkatakrishnan
5,221
–
Total
15,221                                                                 –
Non-executive directors
FB Arisman
–
4,984
RP Edey
–
3,063
LW Nkuhlu
800
–
Total
800                                                         8,047
Grand total
16,021                                                         8,047


There has been no change in the above interests since December 31, 2008. A register detailing directors' and officers' interests
in contracts is available for inspection at the company's registered office.


SHARE OWNERSHIP OF EXECUTIVE OFFICERS/EXECUTIVE MANAGEMENT

Under the Listings Requirements of the JSE, AngloGold Ashanti is not required to disclose, and it does not otherwise disclose
or ascertain, share ownership of individual executive officers/executive management in the share capital of AngloGold Ashanti.
However, to the best of its knowledge, AngloGold Ashanti believes that AngloGold Ashanti ordinary shares held by executive
officers, in aggregate; do not exceed 1 percent of the company's issued ordinary share capital.


SHARE OWNERSHIP OF EMPLOYEES

At a general meeting of shareholders held on December 11, 2006, members approved the crea tion of 4,280,000 E ordinary
shares of 25 South African cent pursuant to an employee share ownership plan for the benefit of certain AngloGold Ashanti
employees, of which the majority are historically disadvantaged South Africans as defined in the Broad-Based Socio-Economic
Empowerment Charter for the South African Mining Industry.

All the authorized E ordinary shares have been issued, of which 2,880,000 E ordinary shares were issued to the Bokamoso
ESOP Trust which holds these shares on behalf of approximately 31,000 employees.


ANGLOGOLD SHARE INCENTIVE SCHEME

AngloGold Ashanti operates a share incentive scheme through which executive directors, executive management and
managers of the company and its subsidiaries are given the opportunity to acquire shares in the company. The objective is to
incentivize such employees to identify themselves more closely with the fortunes of the company and its continued growth and
to promote the retention of such employees.
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Non-executive directors are not eligible for participation in the share incentive schemes.

The maximum number of ordinary shares that may be allocated for the purposes of the scheme is equivalent to 2.75 percent of
the total number of ordinary shares in issue at any time. At December 31, 2008, 9,720,794 ordinary shares (2007: 7,630,080)
were available for purposes of the scheme, while the maximum aggregate number of shares which may be acquired by any
one participant in the scheme is 5 percent of the ordinary shares allocated for the purposes of the share incentive scheme (or
0.1375 percent of the total number of ordinary shares in issue) – at December 31, 2008, a maximum of 486,040 ordinary
shares per employee could be issued in aggregate (2007: 381,504).

Employees participate in the share incentive scheme to the extent that they are granted options or rights to acquire shares, and accept them. All options or rights which have not been exercised within ten years from the date on which they were granted,
automatically expire.

The incentives offered by AngloGold Ashanti are reviewed periodically to ensure that they remain globally competitive, so as to
attract, reward and retain managers of the highest caliber. As a result, several types of incentives, each with their own issue
and vesting criteria have been granted to employees – collectively known as the “AngloGold Share Incentive Scheme or share
incentive scheme”.

Although the Remuneration Committee has the discretion to incentivize employees through the issue of shares, only options or
rights have so far been granted. The type and vesting criteria of the options or rights granted are:

Time-related

The granting of time-related options was approved by shareholders at the general meeting held on June 4, 1998 and amended
by shareholders at t he annual general meeting held on April 30, 2002, at which time it was agreed that no further time-related
options would be granted and all options granted hereunder will terminate on February 1, 2012, being the date on which the
last options granted under this criteria may be exercised or they will expire.

Time-related options vest over a five-year period from the date of grant and may be exercised in tranches of 20 percent each in
years two, three and four and 40 percent in year five. As of the date of this report, all options granted and outstanding have
vested in full.

Performance-related

The granting of performance-related options was approved by shareholders at the annual general meeting held on
April 30, 2002 and amended at the annual general meeting held on April 29, 2005 at which time it was agreed that no further
performance-related options would be granted and all options granted hereunder will terminate on November 1, 2014, being
the date on which the last options granted under this criteria may be exercised or they will expire.

Performance-related options granted vest in full, three years from the date of grant, provided that the conditions under which
the options were granted are met. All options granted and outstanding vested in full on November 1, 2007.

Bonus Share Plan (BSP)

The granting of rights in terms of the BSP was approved by shareholders at the annual general meeting held on April 29, 2005
and amended at the general meeting held on May 6, 2008 at which time, shareholders approved the increase in the maximum
level of bonus payable to eligible participants, as well as shortening the vesting period. Executive directors, executive
management and other management groups are eligible for participation. Each award made in respect of the BSP entitles the
holder to acquire one ordinary share at “nil” cost. In respect of all awards granted to and incl uding 2007, these awards vest in
full, three years from date of grant, provided that the participant is still in the employ of the company at the date of vesting
(unless an event, such as death, occurs which may result in an earlier vesting date). In respect of awards granted in 2008 and
onwards, the vesting period has been amended to allow employees to exercise their rights as follows: 40 percent in year one
and 60 percent in year two from date of grant or in the event that exercising of awards only takes place in year three, then
120 percent of awards granted will be available for immediate exercising.
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Long-Term Incentive Plan (LTIP)

The granting of rights in terms of the LTIP was approved by shareholders at the annual general meeting held on April 29, 2005.
Executive directors, executive management and selected senior management are eligible for participation. Each award made
in respect of the LTIP entitles the holder to acquire one ordinary share at “nil” cost. Awards granted vest three years from date
of grant, to the extent that the stretched company performance targets under which the rights were granted, are met and
provided that the participant is still in the employ of the company (or unless an event, such as death, occurs which may result in
an earlier vesting date).


SHARE INCENTIVE SCHEMES

Options and rights to subscribe for ordinary shares in the company granted to, and exercised by, executive directors, executive
management and other managers during the year to December 31, 2008 are listed in the table below:

Executive directors, executive management and other managers
M
Cutifani
Venkat#
(1)
Total
directors
Total
executive
management
(2)
Total
other
managers
Total
scheme
Granted and outstanding at
January 1, 2008
(3)
Number                                                                            –
45,396
45,396
316,339       2,952,519
3,314,253
Granted during the year
(4)
Number                                                                   39,440
32,046
71,486
182,811       1,137,998
1,392,295
Exercised during the year
Number                                                                            –
7,615
7,615
15,563
649,367
672,545
Pre-tax gain before expenses
at date of exercise
– R000
–
R1,837
R1,837
R1,584
R77,167
R80,588
Lapsed during the year
Number                                                                            –
7,800
7,800
33,000
551,407
592,207
Held at December 31, 2008
Number                                                                   39,440
62,027
101,467
450,587        2,889,742
3,441,796
Latest expiry date
Feb 28, 2018
Feb 28, 2018
June 30, 2018      Jan 6, 2019

Of the 3,441,796 options and rights granted and outstanding at December 31, 2008, 1,707,255 options are fully vested.
(1)    All the after tax proceeds from the sale of options were used to acquire 4,569 ordinary shares in the company.
(2)   Of the 15,563 options exercised, and the proceeds from the sale of 12,963 options were used to acquire 2,304 ordinary shares in
       the company.
(3)   As a result of the change in status, the following movements to opening balances were made:
        – From director status to other management 117,786 options/awards
        – From executive management to other management 207,027 options/awards
(4)   Awards granted since 2005 have been granted at NIL cost to participants
(5)   On February 17, 2009, a total of 740,609 BSP and 528,538 LTIP awards were granted to 1,558 and 87 eligible employees
       respectively. Awards granted to M Cutifani and Venkat are as follows:
BSP         LTIP
M Cutifani
19,992         40,694
Venkat
15,268         21,238

# Venkat refers to S Venkatakrishnan.
Non-executive directors are not eligible to participate in the scheme and therefore own no options.
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Options and rights

As is required to be disclosed in terms of the AngloGold Share Incentive Scheme and stock exchange regulations, the
movement in respect of options and rights granted and the ordinary shares issued as a result of the exercise of options and
rights during the year January 1, 2008 to December 31, 2008 is:
Time-
related
(1)
Performance-
related
(1)
Bonus
share
plan
Long-term
incentive
plan
Total
Average
exercise
price per
ordinary
share – R
Ordinary
shares
issued
At January 1, 2008
206,960
1,638,200
685,668          783,425
3,314,253           130.74
4,295,959
Movement during the
year
– Granted
41,806
313,082
465,076
572,331
1,392,295
– Exercised
128,333
385,111
115,458
43,643
672,545
341.02
672,545
–- Lapsed/expired
3,942
176,338
90,259
321,668
592,207
At December 31, 2008
116,491               1,389,833
945,027
990,445
3,441,796
Average exercise/issue
price per share - R
139.82                    239.18                  –                      –
127.06
4,968,504
Awards exercisable at
year-end
116,491               1,389,833
136,371
64,560
1,707,255

(1)
Options granted in respect of the rights offer.

Effective October 15, 2008, the JSE amended Schedule 14 (Requirements for share incentive schemes) whereby the recycling
of options/awards that have vested and been delivered and for which AngloGold Ashanti shares have been issued, is no longer
allowed. The table below reflects the total number of options/awards that are unissued, as impacted by this Listings
Requirements rule change:
DETAILS
OPTIONS /
AWARDS
Total number of options attributable to the scheme at December 31, 2008
9,720,794
Less:
– Total number of options/awards granted and outstanding at December 31, 2008
3,441,796
– Total number of options/awards exercised during the period October 15, 2008 to December 31, 2008
101,013
Total shares available to be awarded at December 31, 2008
6,177,985


Analysis of options and rights outstanding at December 31, 2008

HOLDING
HOLDERS         NUMBER OF OPTONS
1                       to
100
165
13,886
101                   to
500
738
200,839
501                   to
1,000
159
113,328
1,001                to
5,000
229
578,422
5,001                to
10,000
98
680,053
10,001              to             100,000
82
1,855,268
Total
1,471
3,441,796

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ITEM 7: MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

OVERVIEW

DESCRIPTION OF ANGLOGOLD ASHANTI’S SHARE CAPITAL

AngloGold Ashanti’s share capital consists of four classes of stock:
·     Ordinary shares, par value 25 South African cents each (the “ordinary shares”);
·     E-Ordinary shares, par value 25 South African cents each (the “E-ordinary shares”);
·     A redeemable preference shares, par value 50 South African cents each (the “A preference shares”); and
·     B redeemable preference shares, par value 1 South African cent each (the “B preference shares”).

There was no change to the authorized share capital of the company during 2008.


The authorized and issued share capital of AngloGold at December 31, 2008, is set out below:
Title of class
Authorized
Issued
Ordinary shares
400,000,000
353,483,410
E-Ordinary shares
4,280,000
4,280,000
A preference shares
2,000,000
2,000,000
B preference shares
5,000,000
778,896

All the issued ordinary shares, E-ordinary shares, A redeemable preference shares and B redeemable preference shares are
fully paid and are not subject to further calls or assessment by AngloGold Ashanti. For a discussion of rights attaching to the
ordinary shares, E-ordinary shares, the A redeemable preference shares and the B redeemable preference shares, see
“Item 10B.: Memorandum and Articles of Association”.

The following are the movements in the issued share capital at December 31:

Ordinary shares
Number of
shares              Rand
Number of
shares                Rand
Number of
shares                Rand
2008                                          2007                                         2006
At January 1
277,457,471
69,364,368
276,236,153        69,059,038        264,938,432      66,234,608
Issued during year
– $500 million equity raising
–
–
–
–
9,970,732
2,492,683
– Rights offer
69,470,442
17,367,611
–
–
–
–
– Golden Cycle acquisition
3,181,198
795,299
–
–
–
–
– São Bento acquisition
2,701,660
675,415
–
–
–
–
– Bokamoso ESOP and BEE
transaction –
–
31,410
7,852
928,590
232,147
– Bokamoso ESOP on conversion of
E ordinary shares
94
24
8,026
2,007
–
–
– Exercise of options by participants in
the AngloGold Share Incentive
Scheme                                                           672,545
168,136
1,181,882            295,471              398,399              99,600
At December 31
353,483,410
88,370,853
277,457,471
69,364,368
276,236,153        69,059,038


During the period January 1, 2009 to and including April 29, 2009, 694,110 ordinary shares were issued at an average issue
price of R240.06 per share, resulting in 354,177,520 ordinary shares being in issue at April 29, 2009. Of the 694,110 ordinary
shares issued during the period January 1, 2009 to and incuding April 29, 2009, 715 ordinary shares were issued on
conversion and cancellation of 57,872 E ordinary shares in accordance with the applicable conversion formula.
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194
E ordinary shares

On December 11, 2006, shareholders in general meeting authorized the creation of a maximum of 4,280,000 E ordinary shares
to be issued pursuant to an Employee Share Ownership Plan and a Black Economic Empowerment transaction (BEE
transaction).
Number of
shares
Rand
Number of
shares
Rand
Number of
shares
Rand
2008                                          2007                                         2006
At January 1
4,140,230
1,035,057
4,185,770           1,046,443            4,185,770        1,046,443
– Issued during year to the Bokamoso
ESOP Trust
–
–
94,230
23,557
–
–
– Cancelled in exchange for ordinary
shares in terms of the cancellation
formula                                                            173,289
43,322
139,770
34,943
–
–
At December 31
3,966,941
991,735
4,140,230           1,035,057           4,185,770          1,046,443

In terms of the authority granted by shareholders, on vesting, E ordinary shares are cancelled in exchange for ordinary shares,
in accordance with the cancellation formula. All E ordinary shares which are cancelled may not be re-issued and therefore, do
not form part of the authorized but unissued share capital of the company.

In 2008, E ordinary share capital amounting to R20,587,628 in respect of 162,363 unconverted but cancelled E ordinary shares
was transferred to ordinary share premium. E ordinary shares do not convert to ordinary shares in the instance when the
market price of an AngloGold Ashanti ordinary share is less than the value of the E ordinary share as calculated in accordance
with the cancellation formula.

During the period January 1, 2009 to and incuding April 29, 2009, 715 ordinary shares were issued on conversion and
cancellation of 57,872 E ordinary shares in acc ordance with the applicable conversion formula, resulting in E ordinary share
capital amounting to R7,338,170 being transferred to ordinary share capital.


Redeemable preference shares

The A and B redeemable preference shares (issued of 2,000,000 and 778,896, respectively), all of which are held by a wholly-
owned subsidiary Eastvaal Gold Holdings Limited, may not be transferred and are redeemable from the realization of the
assets relating to the Moab Lease area after cessation of mining operations in the area. The shares carry the right to receive
dividends equivalent to the profits (net of royalty, ongoing capital expenditure and taxation) from operations in the area. No
further A and B redeemable preference shares will be issued.


7A.        MAJOR SHAREHOLDERS

Anglo South Africa Capital (Proprietary) Limited, a wholly-owned subsidiary of Anglo American plc (incorporated in England
and Wales) ceased to be AngloGold Ashanti's major shareholder in October 2007, following the sale of 69.1 million of the
115,102,929 ordinary shares it held in the company, thereby reducing their shareholding in the company to 16.6 percent.
During 2008, Anglo acquired an additional 11,172,254 ordinary shares in AngloGold Ashanti, through the take up of the rights
offer which brought its shareholding to 16.17 percent. During the period January 1, 2009 to March 16, 2009, Anglo American
had disposed of a further 17,263,901 shares, effectively reducing its holding in AngloGold Ashanti to 11.28 percent. On
March 17, 2009, Anglo American announced that it had sold its remaining shareholding in AngloGold Ashanti to Paulson & Co.
Inc.
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195
According to information available to the directors, the following are the only shareholders holding, directly or indirectly, in
excess of 5 percent of the ordinary share capital of the company:


Ordinary shares held at
December 31, 2008
December 31, 2007
December 31, 2006
Shareholder* Number
%
voting
rights
Number %
voting
rights
Number %
voting
rights
Anglo American plc (AA plc)
57,175,183
16.17
46,002,929
16.58
115,102,929
41.67
Allan Gray Limited
42,865,757
12.13     26,369,033
9.51       Not disclosed
Tradewinds Global Investors LLC
31,442,064
8.89
22,858,453
8.25
Not disclosed
NWQ Investment Management Co
21,219,474
6.00     Not disclosed
Not disclosed
Public Investment Corporation
19,453,308                 5.53
26,937,476                 9.71
Not
disclosed
* Shares held may not necessarily reflect the beneficial shareholder.


At December 31, 2008, a total of 111,178,529 (or 31.01 percent of issued ordinary share capital) was held by The Bank of New
York Mellon, as Depositary for the company’s American Depositry Receipt program. Each American Depositary Share (ADS)
is equivalent to one ordinary share. At December 31, 2008, the number of persons who were registered holders of ADSs was
reported at 4,015. AngloGold Ashanti is aware that many ADSs are held of record by brokers and other nominees, and
accordingly the above numbers are not necessarily representative of the actual number of persons who are beneficial holders
of ADSs or the number of ADSs beneficially held by these persons.

The company’s major shareholders have the same voting rights as other holders of AngloGold Ashanti ordinary shares and do
not have any different or special voting rights.

As at December 31, 2008, there w ere 15,923 holders of record of AngloGold Ashanti ordinary shares. Of these holders 367
had registered addresses in the United States and held a total of 67,764 ordinary shares, approximately 0.0191 percent of the
total outstanding ordinary shares. In addition, certain accounts of record with registered addresses outside the United States,
including The Bank of New York Mellon, hold AngloGold Ashanti ordinary shares, in whole or in part, beneficially for United
States persons.

At April 29, 2009, 120,961,397 ADSs, or approximately 34.15 percent of the total issued ordinary share capital, were issued
and outstanding and held of record by approximately 4,000 registered holders .

Insofar as is known to AngloGold Ashanti, there was no person who, directly or indirectly, jointly or severally, exercised or could
exercise control over AngloGold Ashanti, nor is AngloGold Ashanti aware of any arrangements which might result in a change
in control of AngloGold Ashanti.


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196
7B.        RELATED PARTY TRANSACTIONS
Related party transactions are concluded on an arm’s length basis. The group had the following transactions with related
parties during the years ended December 31, 2008, 2007 and 2006:
December 31, 2008
December 31, 2007
December 31,
2006
(in millions)
Purchases
(by)/from
related
party
$
Amounts
owed to/
(by) related
party
$
Purchases
(by)/from
related
party
$
Amounts
owed to/
(by) related
party
$
Purchases
(by)/from
related party
$
Related party transactions with significant
shareholder AA plc
–
–
–
–
1
Related party transactions with subsidiaries of
AA plc
–
–
–
–
7
Related party transactions of equity accounted
joint ventures and associates
AngloGold Ashanti Polymetal Strategic Alliance
–
(3)
–
–
–
Margaret Water Company
1
–
–
–
–
Oro Group (Proprietary) Limited
–
(1)
–
(2)
–
Société d’Exploitation des Mines d’Or de Sadiola S.A.
(5)
(2)
(7)
(2)
(4)
Société d’Exploitation des Mines d’Or de Yatela S.A.
(1)
(1)
(3)
(1)
(6)
Société des Mines de Morila S.A.
(5)
(1)
(5)
(2)                        (4)
Trans-Siberian Gold plc
–
(1)
(1)
(11)
–
Amounts owed to/due by joint venture related parties and the loan balance due to Goldmed Medical Scheme of $1 million
(2007: $1 million), are unsecured, non-interest bearing and under terms that are no less favorable than those with third parties.
The loan advanced to Trans-Siberian Gold plc amounted to $10 million as at December 31, 2007. In 2008, $4 million of this
loan was repaid and the balance of $6 million was converted into equity of Trans-Siberian Gold plc.
The AGA-Polymetal Strategic Alliance (joint venture) loan of $3 million advanced during 2008, is interest free and is repayable
on demand, at any time after profits have been generated by the joint venture.
The Oro Group (Proprietary) Limited loan of $1 million (2007: $2 million) bears interest at a rate determined by the Oro Group
(Proprietary) Limited’s board of directors and is repayable at their discretion.
The Company, which holds an equity interest of 29.7 percent in Trans-Siberian Gold plc (TSG), entered into a transaction
during the quarter ended June 30, 2007 with TSG in which two companies were acquired from TSG for a consideration of
$40 million. The companies acquired consist of Amikan and AS APK.
In connection with the relocation of Roberto Carvalho Silva, a former executive director of the Company who retired in 2007, to
Nova Lima, Brazil, in 2000, Mr. Carvalho Silva commenced renting a house in Nova Lima from a Brazilian subsidiary of the
Company. Mr. Carvalho Silva purchased the house from the Company’s subsidiary in January 2005. The total purchase price
of the house was BRL1,150,000 ($429,923). Mr. Carvalho agreed to pay the purchase price of the house in 60 installments, the
first being BRL19,167.70 and 59 installments of BRL19,166.65 each, starting on January 28, 2005. Such monthly installments
were adjusted annually by the cumulative INPC (a Consumer Price Index in Brazil) in lieu of interest. As at
December 31, 2006, BRL728,580 ($340,458) of the purchase price remained to be paid to the Company’s subsidiary, with
BRL657,717 ($341,352) remaining to be paid as at June 20, 200 7. The remaining balance was repaid on or about
August 31, 2007.
A Brazilian subsidiary of the Company received marketing, communications and corporate affairs services from a Brazilian
company in which a son of Roberto Carvalho Silva owns a one-third interest. The amounts paid by the Company’s subsidiary
to this company in respect of such services during the years were: 2007: BRL634,023 ($329,055) and in 2006: BRL903,465
($414,433). The Company terminated the agreement with the Brazilian marketing, communications and corporate affairs
services company effective July 2007.

7C.
INTERESTS OF EXPERTS AND COUNSEL
Not applicable.
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ITEM 8: FINANCIAL INFORMATION


8A.
CONSOLIDATED FINANCIAL STATEMENTS AND OTHER INFORMATION

See “Item 18: Financial statements”.

LEGAL PROCEEDINGS
No director or officer of AngloGold Ashanti has either a direct or indirect position adverse to AngloGold Ashanti.
In the previous 12 months, there have been no governmental, legal or arbitration proceedings in which any member of the
AngloGold Ashanti group is or has been engaged, including any such proceedings which are pending or threatened of which
AngloGold Ashanti is aware, which may have, or have had during the recent past, a significant effect on AngloGold Ashanti or
its group’s financial position or profitability.
The company is involved in the following cases:

•
In South Africa, an action was instituted by Mr. Thembekile Mankayi, claiming approximately R2.6 million (approximately
$0.27 million) for damages allegedly suffered by him through contracting silicosis while employed in mines now owned
by AngloGold Ashanti. An exception was filed by AngloGold Ashanti against the claim, which was argued at a hearing in
February 2008 and upheld in the judgment delivered in June 2008. The plaintiff has been given leave to appeal the
judgment, and a date is awaited for the appeal to be heard by the Supreme Court of Appeal. In a similar action, claims
have been lodged by 19 plaintiffs against Anglo American Corporation of South Africa regarding damages resulting from
lung diseases allegedly contracted during the plaintiffs’ former employment with Anglo American. Exceptions filed by
Anglo American against 10 of the claims were upheld reducing the number of claims t o nine. Pleadings have closed in
these matters, and no trial date is expected until the first quarter of 2011.

•
In South Africa action has been instituted by a group of AngloGold Ashanti pensioners against the company for
introducing a CPIX cap to post retirement health care contributions by the company. The company maintains that its
action is justifiable and fair given the circumstances and precedent. Summons has been issued by the plaintiffs
demanding that AngloGold Ashanti restore the level of contributions to what pertained before the introduction of the
cap. The company excepted to the summons on the basis of it being vague and embarrassing which exception was
heard on February 18, 2008 and dismissed. AngloGold Ashanti is waiting for a court date.

•
In South Africa action has been instituted by an former employee against AngloGold Ashanti Health Services (Pty)
Limited, a wholly-owned subsidiary of AngloGold Ashanti, for damages allegedly caused as a result of AngloGold
Ashanti Health Services failing to obtain appropriate consent to conduct an HIV/AIDS test and thereafter failing to inform
the plaintiff appropriately of the outcome. The plaintiff is demanding damages in the amount of approximately R2 million
(approximately $0.21 million). The company has excepted to the summons on the basis of its being vague and
embarrassing. The plaintiff is required to amend the summons and AngloGold Ashanti is waiting for a court date for the
exception to be argued.

•
In Ghana, Westchester/Africore Limited instituted action against Ashanti Goldfields Company Limited (Ashanti) in the
High Court in Accra claiming damages for breach of Exploration and Option Agreement. A provision in the Agreement
states that the parties should settle the matter by arbitration under the Arbitration Act of Ghana. In February 2002, the
court directed the plaintiffs to seek arbitration as stipulated in the Agreement. The plaintiffs requested arbitration under
the International Chamber of Commerce (ICC). Ashanti raised jurisdictional objections, which the ICC supported. The
plaintiffs subsequently applied to pursue the matter through arbitration in Ghana. AngloGold Ashanti nominated an
arbitrator in August 2006 and notified the plaintiffs accordingly. The plaintiffs then unilaterally pulled out of the
arbitration and filed a Notice to maintain the action in the High Court. AngloGold As hanti has filed its defense and the
trial is set to commence on February 13, 2009.

•
In Ghana, a group calling itself Ashanti Miners’ Club formed by ex-contract workers are claiming that the company
should pay them compensation because their salaries were not aligned to the United States dollar and that they should
have been paid as permanent employees during the subsistence of their contracts with the company. The matter was
taken to arbitration with the Ministry of Manpower Development and Employment in Ghana appointing a sole arbitrator
to arbitrate and make an award. The award by the arbitrator was generally in favor of the company. The plaintiffs took
further action, claiming that they were dissatisfied with the findings and award of the arbitrator.
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198
•
In Ghana, Appiah Agyei Boateng and 272 others, claiming to be the employees of AngloGold Ashanti petitioned the
National Labor Commission (NLC) for the payment of their gratuities. The basis of their claim was that they were at all
material times employees of AngloGold Ashanti (Ghana) Limited and that they have been transferred to Mining and
Building Contractors Limited (MBC), an independent construction firm, without their consent. MBC have appeared
before the NLC and confirmed AngloGold Ashanti’s position that the petitioners were at all material times the employees
of MBC. On August 20, 2008, the NLC found in favor of the petitioners. AngloGold Ashanti then initiated proceedings
in the High Court seeking to have the NLC decision set aside. The court has adjourned the case to a date yet to be
confirmed.

•
In Ghana, R-Co made a claim against the company in the Ghana Arbitration Center in the amount of GBP1.63 million
(approximately $2.4 million). The claim is in respect of alleged losses suffered by R-Co as a consequence of
AngloGold Ashanti terminating a supply contract under which R-Co provided certain personal protective equipment and
related services to AngloGold Ashanti. The point of disagreement between R-Co and the company is in the
interpretation of the limitation of liability clause of the supply contract. AngloGold Ashanti’s position is that R-Co is
claiming losses that were not contemplated by the supply contract and did not mitigate any losses that would be
recoverable under the supply contract. A preliminary hearing has been conducted with R-Co having submitted their
statement of case and AngloGold Ashanti having filed its statement. The hearing will continue on April 14, 2009.

•
In Tanzania Joshua Manyero and 36 others have instituted action against Geita Gold Mining Company (GGM). It is a
representative lawsuit whereby the claimants claim to have received Tshs 185,045,482.00 in compensation but they
claim to be entitled to a payment of Tshs 3.6 billion. They are suing for the balance of Tshs 3.6 billion (approximately
US$2.8 million). Leave to file a representative suit was granted and the matter has been set down for mention in the
courts during 2009.

•
In Tanzania, Jackson Manyelo and others have applied to file a representative suit against GGM. They claim to have
been affected by the Katoma blasting and they allege that they have suffered damages in the amount of Tshs 9.6 billion
(approximately $7.5 million). The application for a representative suit was granted and a suit has been filed.

•
In Brazil, Mineração Serra Grande S.A. (MSG), the operator of the Crixas mine in Brazil, has received two tax
assessments from the State of Goiás related to payments of sales taxes on gold deliveries for export, including one
assessment for the period between February 2004 and June 2005 and the other for the period between July 2005 and
May 2006. The tax authorities maintain that whenever a taxpayer exports gold mined in the State of Goiás through a
branch located in a different Brazilian state, it must obtain an authorization from the Goiás State Treasury by means of a
Special Regime Agreement (Termo de Acordo re Regime Especial – TARE). The company’s attributable share of the
first assessment is approximately $34 million. Although MSG requested the TARE in early 2004, the TARE, which
authorized the remittance of gold to the Company’s br anch in Minas Gerais specifically for export purposes, was only
granted and executed in May 2006. In November 2006 the administrative council’s second chamber ruled in favor of
MSG and fully canceled the tax liability related to the first period. The State of Goiás has appealed to the full board of
the State of Goiás tax administrative council. The second assessment was issued by the State of Goiás in October
2006 on the same grounds as the first assessment, and the Company’s attributable share of the assessment is
approximately $21 million. The Company believes both assessments are in violation of federal legislation on sales
taxes.

•
MSG, Morro Velho and AngloGold Ashanti Brasil Mineração are involved in disputes with the Brazilian tax authorities.
These disputes involve federal tax assessments including income tax, social contributions and annual property tax
based on ownership of properties outside of urban perimeters. Tax authorities are claiming that the amount owing is
$12 million.

•
In Brazil, MSG received a tax assessment in October 2003 from the State of Minas Gerais related to sales taxes on gold
allegedly returned from the branch in Minas Gerais to the company head office in the State of Goais. The tax
administrators rejected the company’s appeal against the assessment. The company is now appealing the dismissal of
the case. The company’s attributable share of the assessment is approximately $6 million.
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199
•
In Argentina Room V of the Court of Appeals entered judgment confirming the Federal Administrative Tax Court’s
decision, whereby the Company’s appeal was denied, thus ratifying the tax valuation method of considering the
dividends distributed by the company in 2000 to be subject to income tax withholdings, in excess of the income
assessed as provided by Income Tax Law’s general regulations, even when such regulation was not in force when the
company was benefited by the tax stability system established by Mining Investments Law No. 24, 196.

•
The Argentine government imposed an export duty of 5 percent on Cerro Vanguardia to the metal product that the
company is exporting. This measure contradicts the fiscal stability right provided by Section 8 of the Mining Investments
Law No. 24,196, a provision that has been duly and continuously applied to Cerro Vanguardia since August 16, 1996.
The fiscal stability system regime under the Mining Investment Law has a thirty year guarantee. A Declarative Order
was sought from the Federal Court in February 2008 together with a preliminary injunction. The injunction was rejected
by the Court and the company appealed. The Court of Appeal rejected the injunction on April 22, 2008 and the case will
now proceed on its merits.


Dividend policy

Dividends are proposed and approved by the board of directors of AngloGold Ashanti, based on the interim and year end
financial performance. Dividends are recognized when declared by the board of AngloGold Ashanti and may be payable in
Australian dollars, South African rands, United Kingdom pounds or Ghanaian cedis.

Dividends declared to foreign shareholders are not subject to the approval by the South African Reserve Bank (SARB) in terms
of South African foreign exchange control regulations. Dividends are freely transferable to foreign shareholders from both
trading and non-trading profits earned in South Africa by publicly listed companies.

Under South African law, the company may declare and pay dividends from any reserves included in total shareholder’s equity
(including share capital and share premium) calculated in accordance with International Financial Reporting Standards (IFRS),
subject to its solvency and liquidity.

AngloGold Ashanti expects to continue to pay dividends, although there can be no assurance that dividends will be paid in the
future or as to the particular amounts that will be paid from year to year. The payment of future dividends will depend upon the
Board’s ongoing assessment of AngloGold Ashanti’s earnings, after providing for capital expenditure and long-term growth,
cash and debt resources, the amount of reserves available for dividend using going concern assessment and restrictions
placed by the conditions of the convertible bond and other factors.



8B.       SIGNIFICANT CHANGES

None.
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200
ITEM 9: THE OFFER AND LISTING
9A.
OFFER AND LISTING DETAILS

The following table sets out, for the periods indicated, the reported high and low market quotations for AngloGold Ashanti’s
ordinary shares on the JSE and for its sponsored ADSs on the NYSE:

JSE
NYSE
(1)
High
Low
High
Low
Year ended December 31
(South African cents per ordinary share)
(US dollars per ADS)
Annual information
2004
31,900
18,620
48.25                           29.91
2005
31,990
18,700
49.88                           30.50
2006
38,700
24,700
62.20                           35.58
2007
35,899
25,400
49.42                           33.80
2008
34,900
15,011
51.35                           13.37
Quarterly information
2007
First quarter
35,889
30,300
49.34
41.10
Second quarter
35,322
26,100
49.42
37.10
Third quarter
33,600
25,400
47.92
33.80
Fourth quarter
33,600
29,100
48.64
40.00
2008
First quarter
34,900
24,801
51.35
30.50
Second quarter
31,145
23,053
40.91
28.75
Third quarter
28,300
17,201
36.65
21.01
Fourth quarter
28,460
15,011
28.49
13.37
Monthly information
October 2008
21,643
15,011
23.87
13.92
November 2008
23,000
15,103
22.25
13.37
December 2008
28,460
20,400
28.49
19.45
January 2009
30,548
23,206
29.52
22.50
February 2009
33,298
25,150
33.11
25.28
March 2009
36,900
29,511
38.99
27.88
April 2009
(2)
35,789
26,811
38.37
29.36
(1) Each ADS represents one ordinary share.
(2) Through April 29, 2009.
See “Item 7A.: Major shareholders” for the number of ADSs outstanding at December 31, 2008.
9B.
PLAN OF DISTRIBUTION

Not applicable.


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201
9C.      MARKETS

NATURE OF TRADING MARKET

Prior to June 29, 1998, the date on which Anglo American Corporation of South Africa Limited’s gold mining interests were
consolidated into a single, focused, independent, global gold mining company, ordinary shares of AngloGold (formerly Vaal
Reefs) were listed on the Johannesburg Stock Exchange (JSE), the London Stock Exchange (LSE) and the Paris bourse, were
quoted in Brussels in the form of International Depositary Receipts and were listed under grandfathered unsponsored American
Depositary Receipts (ADR) programs on the Nasdaq SmallCap Market. Shares of Freegold, Western Deep Levels and
Southvaal were also listed under grandfathered unsponsored ADR programs on the Nasdaq SmallCap Market. Historically, the
principal trading markets for such shares (as well as for shares of Freegold, Western Deep Levels and Southvaal) had been
the JSE and Nasdaq. As part of the consolidation, shares of AngloGold, Freegold, Western Deep Levels and Southvaal were
delisted from Nasdaq and shares of all participating companies were delisted from the JSE.

With effect from the implementation of the consolidation, the ordinary shares were listed on the JSE, the LSE and the Paris
bourse and were quoted in Brussels in the form of International Depositary Receipts. In addition, American Depositary Shares
(ADSs) each representing half of one ordinary share and evidenced by ADRs issued by The Bank of New York under a
program sponsored by AngloGold were listed on the New York Stock Exchange (NYSE) on August 5, 1998.

The company was admitted to the official list of the Australian Stock Exchange (ASX) on November 15, 1999. The ordinary
shares of the company issued in connection with the acquisition of the entire issued share capital of Acacia Resources Limited
trade on the ASX. On November 28, 2001, AngloGold implemented a 10-for-1 split of the AngloGold CHESS Depositary
Interests (CDIs), which trade on the Australian Stock Exchange.

Effective at the close of business on December 24, 2002, AngloGold undertook a 2-for-1 stock split and a corresponding
change in the ratio of ordinary shares to ADSs from 0.5 ordinary shares per one ADS to one ordinary share per one ADS. At
the same time, the ratio of ordinary shares to CDIs changed from one ordinary share equivalent to ten CDIs to one ordinary
share equivalent to five CDIs.

On April 26, 2004, the business combination with Ashanti became effective, at which time AngloGold changed its name to
AngloGold Ashanti. Following the business combination, the company’s ordinary shares were listed on the Ghana Stock
Exchange (GhSE). In addition, Ghanaian Depositary Shares (GhDSs) were listed on the GhSE each representing one-
hundredth of an ordinary share and evidenced by GhDSs issued by NTHC Limited (as Depositary) under a program sponsored
by AngloGold Ashanti.

Shareholders at a general meeting held on May 22, 2008 approved the issue of new ordinary shares to AngloGold Ashanti
ordinary and E ordinary shareholders by way of a rights offer at a ratio of 24.6403 rights offer shares for every 100 AngloGold
Ashanti shares held on the record date of June 6, 2008. The final terms of the rights offer were announced on May 23, 2008
resulting in a total of 69,470,442 new rights offer shares being offered to shareholders at a subscription price of R194.00 per
share. On July 7, 2008, AngloGold Ashanti announced that the rights offer closed on July 4, 2008 and that 68,105,143 shares
had been subscribed for (98 percent of rights offered) which shares were issued on July 7, 2008. Applications to acquire
additional shares amounting to 400,468,713 shares (or 576.5 percent) had been received and the remaining 1,365,299 shares
were issued on July 11, 2009. A total of R13.477 billion ($1.7 billion) was raised.


9D.        SELLING SHAREHOLDERS

Not applicable.

9E. DILUTION

Not applicable.

9F.        EXPENSES OF THE ISSUE

Not applicable.
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ITEM 10: ADDITIONAL INFORMATION

10A.       SHARE CAPITAL

ANGLOGOLD ASHANTI'S ORDINARY SHARES AND PREFERENCE SHARES

AngloGold Ashanti’s authorized and issued share capital as of December 31, 2008 and April 29, 2009 (being the latest
practicable date prior to the publication of this document) is set out below:
Issued
Title of Class
Authorized
April 29, 2009
December 31, 2008
Ordinary shares
400,000,000
354,177,520
353,483,410
E ordinary shares
4,280,000
3,909,069
3,966,941
A redeemable preference shares
2,000,000
2,000,000
2,000,000
B redeemable preference shares
5,000,000
778,896
778,896

All of the issued ordinary shares, E ordinary shares, A redeemable preference shares and B redeemable preference shares are
fully paid and are not subject to further calls or assessment by AngloGold Ashanti.

All of the A redeemable preference shares and B redeemable preference shares are held by Eastvaal Gold Holdings Limited,
AngloGold Ashanti’s wholly-owned subsidiary. AngloGold Ashanti’s Articles of Association provide that the A redeemable
preference shares and B redeemable preference shares are not transferable.

The table below details changes in the ordinary issued share capital of AngloGold since December 31, 2005 through
December 321, 2008.
Period to
Description
Number of Shares
December 31, 2005
264,938,432
Ordinary shares issued during 2006
AngloGold Share Incentive Scheme
398,399
USD500 million equity raising
9,970,732
Employee Share ownership program
928,590
December 31, 2006
276,236,153
Ordinary shares issued during 2007
AngloGold Share Incentive Scheme
1,181,882
Employee Share ownership program
31,410
Employee Share ownership program – on
conversion of E ordinary shares
8,026
December 31, 2007
277,457,471
Ordinary shares issued during 2008
AngloGold Share Incentive Scheme
672,545
Employee Share ownership program – on
conversion of E ordinary shares
94
Acquisition of Golden Cycle Gold Corporation
3,181,198
Rights offer
69,470,442
Acquisition of São Bento Gold Company Limited
2,701,660
December 31, 2008
353,483,410
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203
The table below details changes in the E ordinary issued share capital of AngloGold Ashanti.
Period to
Description
Number of Shares
December 31, 2006
4,185,770
E Ordinary shares issued during 2007
- The Bokamoso ESOP Trust
94,230
Cancelled and exchanged for ordinary shares - 2007
(139,770)
December 31, 2007
4,140,230
Cancelled and exchanged for ordinary shares - 2008
(173,289)
December 31, 2008
3,966,941

There has been no change in the issued preference share capital of AngloGold since December 31, 2001.


10B.      MEMORANDUM AND ARTICLES OF ASSOCIATION

REGISTRATION

AngloGold Ashanti is incorporated under the laws of the Republic of South Africa and registered with the Registrar of
Companies under registration number 1944/017354/06. AngloGold Ashanti’s memorandum of association provides that the
company’s main business 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.

AngloGold Ashanti is governed by its articles of association which document is available for inspection as set out in “Item 10H.:
Documents on Display” and a summary of pertinent provisions, including rights of the holders of shares in AngloGold Ashanti,
are set out below.

This summary does not contain all the information concerning the rights of holders of AngloGold Ashanti’s ordinary shares and
is qualif ied in its entirety by reference to the law of South Africa and AngloGold Ashanti’s governing corporate documents. As
well as being governed by the provisions of the articles of association, the rights of holders of AngloGold Ashanti’s ordinary
shares are governed by the South African Companies Act 61 of 1973, as amended, the South African Securities Regulation
Code on Take-Overs and Mergers and the JSE Listing Requirements. In addition, rights of holders of AngloGold Ashanti ADSs
are governed by the Deposit Agreement between AngloGold Ashanti and The Bank of New York Mellon. See “– Share Rights,
Preferences and Restrictions – The Deposit Agreement”.

DIRECTORS

The management and control of any business of AngloGold Ashanti is vested in the directors who, in addition to their powers
under the articles of association, may exercise all powers and do all such acts and things as may be exercised or done by
AngloGold Ashanti which are not expressly required to be exercised or done by AngloGold Ashanti’s shareholders in a general
meeting.

Appointment, Retirement and Removal of Directors

The board of directors may appoint any person to be a director and any director so appointed will hold office only until the
following annual general meeting and will then be eligible for re-election. The directors who retire at the annual general meeting
in this manner will not be taken into account in determining the directors who are to retire by rotation at such meeting.

At every annual general meeting one-third of the directors, not subject to employment contract, will retire by rotation, or if their
number is not a multiple of three, then the number will be rounded down to the nearest whole number. Directors retiring by
rotation are eligible for re-election. The directors so to retire at such annual general meeting will, unless otherwise determined
by the board, be those who ha ve been the longest in office since their last election, but as between persons who become or
were last elected directors on the same day, those to retire will (unless they otherwise agree amongst themselves) be
determined by lot.

A director will no longer act as a director of the company if he becomes insolvent or subject to insolvency procedures, is found
to be of unsound mind, is requested to resign by at least three-quarters of the directors, is removed by a board resolution of
AngloGold Ashanti or is absent from board meetings without leave of the directors for six consecutive months. A director can
resign with one month’s written notice unless he obtains the permission of the directors to shorten his notice period.
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The articles of association contain no provision for directors to hold qualification shares, nor stipulate an age limit requirement
for the retirement or non-retirement of directors.

Board Meetings

The directors may regulate board meetings and determine the quorum necessary for the transaction of business as they think
fit. Unless otherwise determined by the directors, two directors form a quorum. Issues arising at meetings are decided by
majority vote with the chairman having a second or casting vote where there are more than two directors present at the
meeting.

Borrowing Powers

AngloGold Ashanti may create and issue secured or unsecured debentures and the directors may borrow or secure the
payment of such sums as they think fit and may secure the repayment of any indebtedness by bond, mortgage or charge
provided that no special privileges as to allotment of shares, attending and voting at meetings, appointment of directors or
otherwise will be given to the holders of AngloGold Ashanti’s debentures without the sanction of AngloGold Ashanti
shareholders in a general meeting.

AngloGold Ashanti’s borrowing powers are unlimited. These borrowing powers may be varied by AngloGold Ashanti
shareholders by way of a special resolution in a general meeting.

Remuneration

The directors are entitled to such remuneration as AngloGold Ashanti shareholders may approve by ordinary resolution in a
general meeting. If a director performs services that, in the opinion of the board of directors, are outside the scope of the
ordinary duties of a director, he may be paid such extra remuneration as the directors determine.

Interests of Directors and Restriction on Voting

A director who is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or
arrangement with AngloGold Ashanti or any of AngloGold Ashanti’s subsidiaries must declare the nature of his interest to
AngloGold Ashanti in accordance with the Companies Act.

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

(i)    any arrangement for giving to any director any security or indemnity in respect of money lent by him to, or obligations
       undertaken by him for the benefit of, AngloGold Ashanti,
(ii)   any arrangement for the giving by AngloGold Ashanti of any security to a third party in respect of a debt or obligation of
       AngloGold Ashanti which the director has himself guaranteed or secured,
(iii)  any contract by a director to subscribe for or underwrite securities, or
(iv)  any 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 note that 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 AngloGold Ashanti in general meeting).

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 AngloGold Ashanti or any company in which AngloGold Ashanti is
interested, such proposals may be divided and considered in relation to each director separately and in such cases each of the
directors concerned will be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning
his own appointment.
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If any question arises 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 must be referred to the chairman of the meeting and his ruling in
relation to any other director must 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.

The directors may exercise the voting powers conferred by the shares in any other company held or owned by AngloGold
Ashanti in such manner and in all respects as they think fit, including the exercise thereof in favor 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.

Share Rights, Preferences and Restrict ions

Allotment and Issue of Ordinary Shares

Any unissued ordinary shares can be disposed of or dealt with in such manner as AngloGold Ashanti shareholders may direct
in a general meeting. AngloGold Ashanti shareholders may resolve that all or any of such ordinary shares are at the disposal of
the directors who may allot, grant options over or otherwise deal with or dispose of the ordinary shares to such persons at such
times and on such terms and conditions and for such consideration as the directors may determine.

Any ordinary shares may be issued with such rights or restrictions as AngloGold Ashanti shareholders in a general meeting
may from time to time determine.

No ordinary shares may be issued at a discount except in accordance with section 81 of the South African Companies Act.
Section 81 states that a company can issue shares at a discount to the par value shares of such shares, if such shares are of a
class already in is sue, if such issue is authorized by a special resolution, if the company has been trading for at least one year,
if the issue is sanctioned by the court and if the issue occurs within one month of the sanction. If shares are issued at a
discount, every prospectus issued by the company thereafter relating to the issue of any shares, will contain particulars of the
discount allowed on the issue of those shares, or so much of the discount as has not been written off at the date of the issue of
such prospectus.

Dividends, Rights and Distributions

The ordinary shares participate fully in all dividends, other distributions and entitlements as and when declared by AngloGold
Ashanti in respect of fully paid ordinary shares. Under South African law, AngloGold Ashanti may declare and pay dividends
from any reserves included in total shareholders’ equity calculated in accordance with International Financial Reporting
Standards, subject to its solvency an d liquidity. No larger dividend will be declared by shareholders in general meeting than is
recommended by the directors. Dividends are payable to shareholders registered at a record date that is after the date of
declaration.

Dividends may be declared in any currency at the discretion of the board of directors. Currently, dividends are declared in
South African rands and paid in Australian dollars, South African rands, Ghanaian cedis or United Kingdom pounds. Dividends
paid to registered holders of AngloGold Ashanti ADSs are paid in US dollars converted from South African rands by The Bank
of New York Mellon, as depositary, in accordance with the Deposit Agreement. See “– The Deposit Agreement”.

As approved by shareholders in general meeting on December 11, 2006, the company’s authorized share capital was
increased through the creation of a maximum of 4,280,000 E ordinary shares, to be issued for cash, pursuant to an employee
share owne rship plan and black economic empowerment transaction. The E ordinary shares will not be listed. Holders of
E ordinary shares are entitled to receive a dividend, equal to one-half of the dividend per ordinary share declared by AngloGold
Ashanti from time to time.

The holder of B preference shares is entitled to an annual dividend amounting to the lesser of five percent of the issue price of
the B preference shares, or an amount equivalent to the balance of the after-tax profits from income from mining the Moab
Lease Area (which is part of the Vaal River operations in South Africa) as determined by the directors in each financial year.
This annual dividend is a first charge on any profit available for distribution from the Moab Lease Area. The annual dividend is
not payable from any of AngloGold Ashanti’s other profits.

The holder of A preference shares is entitled to an annual dividend equivalent to the balance of the after-tax profits from
income from min ing the Moab Lease Area as determined by AngloGold Ashanti’s directors in each financial year, only once the
annual dividend on the B preference shares has been paid in full.
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Any dividend may be paid and satisfied, either wholly or in part, by the distribution of specific assets, or in paid-up securities of
AngloGold Ashanti or of any other company, or in cash, or in any one or more of such ways as the directors or AngloGold
Ashanti in general meeting may at the time of declaring the dividend determine and direct.

All dividends remaining unclaimed for a period of not less than three years from the date on which they became payable, may
be forfeited by resolution of the directors for the benefit of the company.

All of the issued ordinary shares, A redeemable preference shares and B redeemable preference shares are fully paid and are
not subject to further calls or assessment by AngloGold Ashanti.

Voting Rights

Each ordinary share confers the right to vote at all general meetings. Each holder present in person or, in the case of a
co rporate entity, represented, has one vote on a show of hands. If a poll is held, holders present or any duly appointed proxy
will have one vote for each ordinary share held. A holder of ordinary shares is entitled to appoint a proxy to attend, speak and
vote at any meeting on his or her behalf and the proxy need not be a shareholder. Holders of ADSs are not entitled to vote in
person at meetings, but may vote by way of proxy through The Bank of New York Mellon as the ADS issuer. Holders of CDIs
are not entitled to vote in person at meetings, but may vote by way of proxy.

There are no limitations on the right of non-South African shareholders to hold or exercise voting rights attaching to any of the
ordinary shares.

Holders of E ordinary shares have the right to vote at all general meetings and are entitled to appoint a proxy to attend, speak
and vote at any meeting on his or her behalf and the proxy need not be a shareholder, to the extent that holders of E ordinary
shares will not be entitled to veto any resolution that would otherwise have been capable of being passed, or not, by the
required majority of votes of holders of ordinary shares and subject to the Listings Requirements of the JSE, holders of
E ordinary shares will not be counted for categorization purposes in terms of section 9 of the Listings Requirements. These
limitations on the E ordinary shares are a function of shareholder approval and the JSE Listing Requirements.

The A redeemable preference shares have voting rights that are similar to those of ordinary shares. The B redeemable
preference shares have limited voting rights, except in the event that a dividend on this class of share has not been paid and
remains unpaid for six months, or in connection with issues directly affecting these preference shares or AngloGold Ashanti as
a whole, such as disposal of substantially all of the company’s assets, winding up AngloGold Ashanti or reducing the
companyR 17;s share capital.

The articles of association do not provide for cumulative voting in respect of any of the classes of AngloGold Ashanti’s shares.

The articles of association specify that if new classes of ordinary or preference shares are issued, the rights relating to any
class of shares may be modified or abrogated either with the consent in writing of the holders of at least three-fourths of the
issued shares of that class, or with 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.

Transfer of Ordinary Shares

Dematerialized shares which have been traded on JSE are transferred on the STRATE (Share Transactions Totally Electronic)
settlement system and delivered within five business days after each trade.

The dematerialization of shares is not mandatory and holders of ordinary shares in AngloGold Ashanti may elect to retain their
certificated securities. Subject to any statutory restrictions on transfer any shareholder may transfer all or part of his certificated
securities, to the extent it is not prevented by section 91A of the Companies Act. 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 is kept or at such other place as the directors prescribe and must be accompanied by the share certificate and such
other evidence as the directors or registrar may require to prove title and capacity of the intending transferor or transferee.

The directors may refuse to register any transfer of certificated securities unless the instrument of transfer, duly stamped, is
lodged with AngloGold Ashanti accompanied by the share certificate, the transfer is in respect of only one class of securities or
the transfer is permitted within any of AngloGold Ashanti’s inc entive schemes.
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Conversion of Ordinary Shares into Stock

AngloGold Ashanti may by special resolution convert any paid-up shares into stock and may reconvert any stock into paid-up
shares of any denomination. The holders of stock may transfer their respective interests but the directors may fix the minimum
amount of stock transferable. The holders of stock have the same rights, privileges and advantages as regards participation in
profits and voting at general meetings of AngloGold Ashanti as if they held the shares from which the stock arose. All of the
provisions of the Articles apply equally to stock as to shares.

Increase and Reduction of Capital

AngloGold Ashanti shareholders may by way of special resolution in a general meeting and in accordance with the provisions
of the Companies Act resolve to:

•        increase its capital by any sum divided into shares of any amount;
•        consolidate and divide all or any part of its share capital into shares of larger amounts or consolidate and reduce the 
         number of any issued no par value shares;
•        increase the number of any issued no par value shares without increasing its stated capital;
•        cancel any shares which have not been subscribed for;
•        sub-divide its shares or any of them into shares of smaller amounts than fixed by the memorandum of association;
•        vary, modify or amend any rights attached to any shares whether issued or not, including the conversion of any shares
          into preference shares; and
•         convert any of its shares whether issued or not into shares of another class.

In addition, AngloGold Ashanti shareholders may by ordinary resolution in a general meeting and subject to the requirements of
the Companies Act and the rules and requirements of the stock exchange on which the securities are listed, reduce, dispose
of, distribute or otherwise deal with in any manner its share capital, share premium, stated capital, reserves and capital
redemption reserve fund.

Share Premium Account and Capital Redemption Reserve Fund

AngloGold Ashanti shareholders may by ordinary resolution in a general meeting authorize the directors to distribute or deal
with, in any way recommended by the directors, all or any part of the amount outstanding to the credit of any share premium
account or capital redemption reserve fund of AngloGold Ashanti.

With effect from January 1, 2010, the provisions of the South African Companies Act pertaining to share capital, share
premium, capital redemption reserve fund are being amended. Fro m this date, all par value instruments will be converted to no
par value and the applicable reserves will be amalgamated into the stated capital account.

Rights Upon Liquidation
In the event of a winding up of AngloGold Ashanti:

•      the B redeemable preference shares confer the right, in priority to any payment in respect of the ordinary shares or the
       A preference shares in the capital of AngloGold Ashanti, 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 for each
       B redeemable preference share of the capital paid up on that share and any share premium paid on the issue of the
       B redeemable preference shares outstanding at that time.
•      the A redeemable preference shares confer the right, in priority to any payment in respect of the ordinary shares but after
       any payment in respect of the B preference shares, 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.
       The A redeemable and B redeemable shares do not confer the right to participation in the surplus funds of AngloGold
       Ashanti arising in any other manner.
•      the ordinary shares and E ordinary shares confer the equal rights to any surplus arising from the liquidation of all other
       assets of AngloGold Ashanti.

Redemption Provisions

The A redeemable preference shares may be redeemed for their nominal value, plus a 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.
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The B redeemable preference shares may be redeemed for their nominal value, plus a 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.

The ordinary shares are not redeemable.

Description of AngloGold Ashanti ADSs

The Bank of New York Mellon issues AngloGold Ashanti’s American Depositary Shares, or ADSs. One ADS represents the
ownership interest of one ordinary share of AngloGold Ashanti.
The Deposit Agreement

This section provides a summary description of AngloGold Ashanti’s ADSs.

AngloGold Ashanti has entered into an Amended and Restated Deposit Agreement dated as of June 3, 2008 with The Bank of
New York Mellon as depositary and the owners and beneficial owners of American Depositary Receipts (the “Deposit
Agreement”).

The following is a summary of the material provisions of the Deposit Agreement. For more complete information, read the
entire Deposit Agreement and the form of American Depositary Receipt, which AngloGold Ashanti has filed with the SEC as an
exhibit to AngloGold Ashanti’s registration statement on Form F-6/A (File No. 333-133049) on May 27, 2008. See “Item 10.H.:
Documents On Display”. Copies of the Deposit Agreement are also available for inspection at the Corporate Trust Office of
The Bank of New York Mellon currently located at 101 Barclay Street, New York, New York, 10286.

Description of the ADSs

The Bank of New York Mellon, as depositary, will register and deliver ADSs. Each ADS will represent one ordinary share (or a
right to receive one share) deposited with The Standard Bank of South Africa Limited, Société Générale South Africa Limited,
FirstRand Bank Limited, National Australia Bank Limited of Australia and New Zealand Banking Group Limited, each as a
custodian for The Bank of New York Mellon, and all of which are referred to collectively as the custodian. Each ADS will also
represent any other securities, cash or other property which may be held by The Bank of New York Mellon. The Bank of New
York Mellon’s Corporate Trust Office at which the ADSs will be administered is located at 101 Barclay Street, New York, New
York 10286. The Bank of New York Mellon’s principal executive office is located at One Wall Street, New York, New York
10286.

ADSs may be held either (A) directly (i) by having an American Depositary Receipt, also referred to as an ADR, which is a
certificate evidencing a specific number of ADSs, registered in the holder’s name, or (ii) by having ADSs registered in a
holder’s name in the Direct Registration System, or (B) indirectly by holding a security entitlement in ADSs through a broker or
other financial institution. If ADSs are held directly, such holders are ADS holders. This description applies to ADS holders. If
ADSs are held indirectly, such holders must rely on the procedures of their broker or other financial institution to assert the
rights of ADS registered holders described in this section. Such holders should consult with their broker or financial institution
to find out what those procedures are.

The Direct Registration System, or DRS, is a system administered by DTC pursuant to which the depositary may register the
ownership of uncertificated ADSs, which ownership will be evidenced by periodic statements sent by the depositary to the
registered holders of uncertificated ADSs.

AngloGold Ashanti will not treat ADS holders as its shareholders and ADS holders do not have shareholder rights. South
African law governs shareholder rights. The Bank of New York Mellon is the holder of the shares underlying the ADSs.
Registered holders of ADSs have ADS holder rights. The Deposit Agreement sets out ADS holder rights as well as the rights
and obligations of The Bank of New York Mellon. New York law governs the Deposit Agreement and the ADSs.

Dividends and Other Distributions

The Bank of New York Mellon has agreed to pay to holders of ADSs the cash dividends or other distributions it or a custodian
receives on AngloGold Ashanti ordinary shares or other deposited securities after deducting any fees and expenses and any
applicable withholding taxes. Holder s of ADSs will receive these distributions in proportion to the number of AngloGold
Ashanti’s ordinary shares that their ADSs represent.
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Cash

The Bank of New York Mellon will convert any cash dividend or other cash distribution AngloGold Ashanti pays on AngloGold
Ashanti’s ordinary shares into US dollars (unless AngloGold Ashanti pays it in US dollars), if it can do so on a reasonable basis
and can transfer the US dollars to the United States. Currently, AngloGold Ashanti pays dividends on ordinary shares in South
African rand. AngloGold Ashanti may declare dividends and distributions on ordinary shares in any currency that the board of
directors or shareholders at a general meeting approve.

The Bank of New York Mellon will convert the South African rand it receives from AngloGold Ashanti to US dollars and
distribute dividends in US dollars to registered holders of ADSs. If that is no longer possible or if any approval from any
government is needed and cannot be obtained, The Bank of New York Mellon may distribute non-US currency only to those
ADS holders to whom it is possible to make this type of distribution.

The Bank of New York Mellon may hold the non-US currency it cannot convert for the account of holders of ADSs who have
not been paid. It will not invest the non-US currency, and it will not be liable for the interest. Before making a distribution, any
withholding taxes that must be paid will be deducted. See “Payment of Taxes” below. The Bank of New York Mellon will
distribute only whole US dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates
fluctuate during a time when The Bank of New York Mellon cannot convert the non-US currency, holders of ADSs may lose
some or all of the value of the distribution.

Ordinary Shares

The Bank of New York Mellon may distribute to holders of ADSs additional ADSs representing ordinary shares that AngloGold
Ashanti distributes as a divid end or free distribution, if AngloGold Ashanti provides it promptly with satisfactory evidence that it
is legal to do so. If The Bank of New York Mellon does not distribute additional ADSs, the outstanding ADSs will also represent
the newly distributed AngloGold Ashanti ordinary shares. The Bank of New York Mellon will only distribute whole ADSs. It will
sell AngloGold Ashanti ordinary shares that would require it to deliver a fraction of an ADS and distribute the net proceeds in
the same way as it distributes cash. The Bank of New York Mellon may sell a portion of the distributed shares sufficient to pay
its fees and expenses in connection with that distribution.

Rights to Subscribe for Additional Ordinary Shares

If AngloGold Ashanti offers holders of its ordinary shares any rights to subscribe for additional AngloGold Ashanti ordinary
shares or any other rights, The Bank of New York Mellon, after consultation with AngloGold Ashanti, may make these ri ghts
available to holders of ADSs or sell the rights and distribute the proceeds in the same way as it distributes cash. If The Bank of
New York Mellon cannot do either of these things for any reason, it may allow these rights to lapse. In that case, holders of
ADSs will receive no value for them.

If The Bank of New York Mellon makes these types of subscription rights available to holders of ADSs, upon instruction from
holders of ADSs, it will exercise the rights and purchase AngloGold Ashanti’s ordinary shares on their behalf. The Bank of New
York Mellon will then deposit the AngloGold Ashanti ordinary shares and deliver ADSs to the holders of ADSs. It will only
exercise these rights if holders of ADSs pay it the exercise price and any other charges the rights require them to pay.

US securities laws may restrict the sale, deposit, cancellation and transfer of the ADSs issued after exercise of rights. For
example, holders of ADSs may not be able to trade the ADSs freely in the United States. In this case, The Bank of New York
Mellon may deliver ADSs which are "restricted securities" within the meaning of Rule 144 which will have the same provisions
as the ADSs described here, except for the changes needed to put the restrictions in place.

Other Distributions

The Bank of New York Mellon will send to holders of ADSs any other distributions that AngloGold Ashanti makes on deposited
securities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, The Bank of New York
Mellon may decide to sell what AngloGold Ashanti distributes, and then distribute the net proceeds in the same way as it
distributes cash, or it may decide to hold what AngloGold Ashanti distributes, in which case the outstanding ADSs will also
represent the newly distributed property. However, The Bank of New York Mellon is not required to distribute any securities
(other than ADSs) to ADS holders unless it receives satisfactory evidence from AngloGold Ashanti that it is legal to make that
distribution. The Bank of New York Mellon may sell a portion of the distributed securities or property sufficient to pay its fees
and expenses in connection with that distribution.
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The Bank of New York Mellon is not responsible if it decides that it is unlawful or impractical to make a distribution available to
any ADS holders. AngloGold Ashanti has no obligation to register ADSs, AngloGold Ashanti ordinary shares, rights or other
securities under the US Securities Act of 1933. AngloGold Ashanti also has no obligation to take any other action to permit the
distribution of ADSs, AngloGold Ashanti ordinary shares, rights or anything else to ADS holders. This means that the holders of
ADSs may not receive the distribution AngloGold Ashanti makes on its ordinary shares or any value for them if it is illegal or
impractical for AngloGold Ashanti to make them available to the holders of ADSs.

Deposit, Withdrawal and Cancellation

The Bank of New York Mellon will deliver ADSs if a holder of AngloGold Ashanti’s ordinary shares or their broker deposits
Ang loGold Ashanti’s ordinary shares or evidence of rights to receive ordinary shares with the custodian. Upon payment of its
fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, The Bank of New York
Mellon will register the appropriate number of ADSs in the names such holder of AngloGold Ashanti ordinary shares requests
and will deliver the ADSs at its Corporate Trust office to the persons such holders request.

Holders of ADSs may turn in their ADSs at The Bank of New York Mellon’s Corporate Trust Office. Upon payment of its fees
and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, The Bank of New York Mellon
will deliver (1) the underlying ordinary shares to an account designated by the relevant holder of ADSs and (2) any other
deposited securities underlying the ADSs at the office of the Custodian. Or, at the request, risk and expense of ADS holders,
The Bank of New York M ellon will deliver the deposited securities at its Corporate Trust Office.

Interchange Between Certificated ADSs and Uncertificated ADSs

ADS registered holders may surrender their ADR to The Bank of New York Mellon for the purpose of exchanging such ADR for
uncertificated ADSs. The Bank of New York Mellon will cancel that ADR and will send to the ADS registered holder a
statement confirming that the ADS registered holder is the registered holder of uncertificated ADSs. Alternatively, upon receipt
by The Bank of New York Mellon of a proper instruction from a registered holder of uncertificated ADSs requesting the
exchange of uncertificated ADSs for certificated ADSs, The Bank of New York Mellon will execute and deliver to the ADS
registered holder an ADR evidencing those ADSs.

Voting Rights

ADS registered holders may instruct The Bank of New York Mellon to vote the number of deposited shares their ADSs
represent. The B ank of New York Mellon will notify ADS registered holders of shareholders’ meetings and arrange to deliver
AngloGold Ashanti’s voting materials to them if AngloGold Ashanti asks it to. Those materials will describe the matters to be
voted on and explain how ADS registered holders may instruct The Bank of New York Mellon how to vote. For instructions to
be valid, they must reach The Bank of New York Mellon by a date set by The Bank of New York Mellon.

Otherwise, ADS registered holders will not be able to exercise their right to vote unless they withdraw the shares. However,
ADS registered holders may not know about the meeting enough in advance to withdraw the shares.

The Bank of New York Mellon will try, as far as practical, to vote or to have its agents vote the ordinary shares or other
deposited securities as holders of ADSs instruct, but this is subject to South African law, the provisions of AngloGold Ashanti’s
Memorandum and Articles of Association and of the deposited securities and any applicable rule of the JSE. The Bank of New
York Mellon will only vote or attempt to vote as such holders of ADSs instruct.

AngloGold Ashanti cannot assure the holders of ADSs that they will receive the voting materials in time for them to instruct The
Bank of New York Mellon to vote their ordinary shares. In addition, The Bank of New York Mellon and its agents are not
responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that
holders of ADSs may not be able to exercise their right to vote and there may be nothing they can do if their ordinary shares
are not voted as they requested.
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Fees and Expenses
ADS holders must pay:
For:
$5.00 (or less) per 100 ADSs
Each issuance of an ADS, including as a result of a distribution of
AngloGold Ashanti ordinary shares or rights or other property

Each cancellation of an ADS, including if the Deposit Agreement
terminates
$0.02 (or less) per ADS
Any cash payment
Registration or transfer fees
Transfer and registration of AngloGold Ashanti ordinary shares on
the AngloGold Ashanti share register to or from the name of The
Bank of New York Mellon or its agent when AngloGold Ashanti
ordinary shares are deposited or withdrawn
$0.02 (or less) per ADS per year
Depositary services
Expenses of The Bank of New York Mellon
Conversion of non-US currency to US dollars

Cable, telex and facsimile transmission expenses

Servicing the deposited securities
Taxes and other governmental charges The Bank of
New York Mellon or any custodian has to pay on any
ADS or AngloGold Ashanti ordinary share underlying
an ADS, for example, stock transfer taxes, stamp duty
or withholding taxes
As necessary
A fee equivalent to the fee that would have been
payable if the securities distributed had been ordinary
shares deposited for issuance of ADSs
Distribution of securities distributed to holders of deposited
securities that are distributed by The Bank of New York Mellon to
ADS holders

Payment of Taxes

Holders of ADSs will be responsible for any taxes or other governmental charges payable on their ADSs or on the deposited
securities underlying their ADSs. The Bank of New York Mellon may refuse to transfer their ADSs or allow them to withdraw
the deposited securities underlying their ADSs until such taxes or other charges are paid. It may apply payments owed to
holders of ADSs or sell deposited securities underlying their ADSs to pay any taxes they owe, and they will remain liable for
any deficiency. If it sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to
holders of ADSs any proceeds, or send to them any property, remaining after it has paid the taxes.

Reclassifications
If AngloGold Ashanti:
Then:
Changes the nominal or par value of the ordinary
shares;

Reclassifies, splits up or consolidates any of the
deposited securities;

Distributes securities on the ordinary shares that
are not distributed to holders of ADSs; or

Recapitalizes, reorganizes, merges, liquidates, sells
all or substantially all of AngloGold Ashanti’s
assets, or takes any similar action.
The cash, ordinary shares or other securities received by The Bank of
New York Mellon will become deposited securities. Each ADS will
automatically represent its equal share of the new deposited securities.

The Bank of New York Mellon may, and will if AngloGold Ashanti asks
it to, distribute some or all of the cash, AngloGold Ashanti ordinary
shares or other securities it receives. It may also issue new ADSs or
ask holders of ADSs to surrender their outstanding ADSs in exchange
for new ADSs identifying the new deposited securities.
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Amendment and Termination

AngloGold Ashanti may agree with The Bank of New York Mellon to amend the Deposit Agreement and the ADSs without the
consent of holders for any reason. If the amendment adds or increases fees or charges (except for taxes and other
governmental charges or registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses)
or if the amendment prejudices an important right of ADS holders, it will only become effective 30 days after The Bank of New
York Mellon notifies holders of ADSs of the amendment. At the time an amendment becomes effective, holders of ADSs are
considered, by continuing to hold their ADSs, to agree to the amendment and to be bound by the ADSs and the agreement as
amended.

The Bank of New York Mellon may terminate the Deposit Agreement by mailing notice of terminati on to ADS holders at least
30 days prior to the date fixed in the notice if AngloGold Ashanti asks it to do so. The Bank of New York Mellon may also
terminate the Deposit Agreement if The Bank of New York Mellon has told AngloGold Ashanti that it would like to resign and
AngloGold Ashanti has not appointed a new depositary bank within 90 days. In both cases, The Bank of New York Mellon
must notify holders of AngloGold Ashanti ADSs at least 30 days before termination.

After termination, The Bank of New York Mellon and its agents will be required to do only the following under the Deposit
Agreement: collect distributions on the deposited securities, sell rights, and, upon surrender of ADSs, deliver AngloGold
Ashanti ordinary shares and other deposited securities. Four months after the date of termination or later, The Bank of New
York Mellon may sell any remaining deposited securities by public or private sale and will hold the proceeds of the sale, as well
as any o ther cash it is holding under the Deposit Agreement, for the pro rata benefit of the ADS holders who have not
surrendered their ADSs. It will not invest the money and will have no liability for interest. The Bank of New York Mellon’s only
obligations will be to account for the proceeds of the sale and other cash. After termination, AngloGold Ashanti’s only
obligations will be with respect to indemnification of, and payment of certain amounts to, The Bank of New York Mellon.

Limitations on Obligations and Liability to ADS Holders
The Deposit Agreement expressly limits AngloGold Ashanti’s obligations and the obligations of The Bank of New York Mellon,
and limits AngloGold Ashanti’s liability and the liability of The Bank of New York Mellon. AngloGold Ashanti and The Bank of
New York Mellon:

•      are only obligated to take the actions specifically set forth in the Deposit Agreement without negligence or bad faith;
•      are not liable if either of AngloGold Ashanti or The Bank of New York Mellon is prevented or delayed by law or
       circumstances beyond their control from performing their obligations under the Deposit Agreement;
•      are not liable if either of AngloGold Ashanti or The Bank of New York Mellon exercises discretion permitted under the
       Deposit Agreement;
•      are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made
       available to holders of ADSs under the terms of the Deposit Agreement, or for any special, consequential or punitive
       damages for any breach of the terms of the Deposit Agreement;
•      have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the Deposit Agreement on
       behalf of the holders of ADSs or on behalf of any other party;
•     may rely on advice of or information from legal counsel, accountants, and any persons presenting AngloGold Ashanti’s
      ordinary shares for deposit, any registered holder or any other person believed by AngloGold Ashanti in good faith to be
      competent to give such advice or information; and
•     pursuant to the Deposit Agreement, AngloGold Ashanti and The Bank of New York Mellon agree to indemnify each other
      under certain circumstances.

Requirements for Depositary Action
Before The Bank of New York Mellon will issue, transfer or register the transfer of an ADS, make a distribution on an ADS, or
allow withdrawal of AngloGold Ashanti ordinary shares, The Bank of New York Mellon may require:

•     payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third
      parties for the transfer of any ordinary shares or other deposited securities;
•     production of satisfactory proof of the identity and genuineness of any signature or other information it deems necessary;
      and
•     compliance with regulations it may establish, from time to time, consistent with the Deposit Agreement, including
      presentation of transfer documents.
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The Bank of New York Mellon may refuse to deliver, transfer or register transfers of ADSs generally when the books of The
Bank of New York Mellon or AngloGold Ashanti’s books are closed, or at any time if either AngloGold Ashanti or The Bank of
New York Mellon thinks it advisable to do so.

Holders of ADSs have the right to cancel their ADSs and withdraw the underlying ordinary shares at any time except:

•     when temporary delays arise because: (1) either AngloGold Ashanti or The Bank of New York Mellon have closed
       AngloGold Ashanti’s transfer books; (2) the transfer of the ordinary shares is blocked in connection with voting at a general
       meeting of shareholders; or (3) AngloGold Ashanti is paying a dividend on the ordinary shares;
•     when ADS holders seeking to withdraw the ordinary shares owe money to pay fees, taxes and similar charges; or
•     when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to
      ADSs or to the withdrawal of the ordinary shares or other deposited securities.

This right of withdrawal may not be limited by any other provision of the Deposit Agreement.

Pre-release of ADSs

In certain circumstances, subject to the provisions of the Deposit Agreement, The Bank of New York Mellon may deliver ADSs
before deposit of the underlying ordinary shares. This is called a pre-release of the ADS.

The Bank of New York Mellon may also deliver AngloGold Ashanti ordinary shares upon cancellation of pre-released ADSs
(even if the ADSs are cancelled before the pre-release transaction has been closed out). A pre-release is closed out as soon
as the underlying AngloGold Ashanti ordinary shares are delivered to The Bank of New York Mellon. The Bank of New York
Mellon may receive ADSs instead of ordinary shares to close out a pre-release.

The Bank of New York Mellon may pre-release ADSs only under the following conditions:

•    before or at the time of the pre-release, the person to whom the pre-release is being made must represent to The Bank of
      New York Mellon in writing that it or its customer: (a) owns the ordinary shares or ADSs to be remitted, (b) assigns all
     beneficial rights, title and interest in such ADSs or ordinary shares, as the case may be, to The Bank of New York Mellon
     in its capacity as the depositary and for the benefit of the ADS holders, and (c) will not take any action with respect to such
     ADSs or ordinary shares, as the case may be, that is consistent with the transfer of beneficial ownership (including, without
     the consent of The Bank of New York Mellon, disposing of such ADSs or ordinary shares, as the case may be) other than
     satisfaction of such pre-release;
•    the pre-release must be fully collateralized with cash, US government securities, or other collateral that The Bank of New
     York Mellon considers appropriate; and
•    the Bank of New York Mellon must be able to close out the pre-release on not more than five business days’ notice. Each
     pre-release will be subject to any further indemnities and credit regulations that The Bank of New York Mellon deems
     appropriate. The Bank of New York Mellon will normally limit the number of AngloGold Ashanti ordinary shares not
    deposited but represented by ADSs outstanding at any time as a result of pre-release so that they do not exceed
    30 percent of the ordinary shares deposited, although The Bank of New York Mellon may disregard this limit from time to
    time, if it thinks it is appropriate to do so.

Direct Registration System

In the Deposit Agreement, all parties to the Deposit Agreement acknowledge that the DRS and Profile Modification System, or
Profile, will apply to uncertificated ADSs upon acceptance thereof to DRS by The Depository Trust Company, also referred to
as DTC. DRS is the system administered by DTC pursuant to which the depositary may register the ownership of
uncertificated ADSs, which ownership will be evidenced by periodic statements sent by the depositary to the registered holders
of uncertificated ADSs. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of a
registered holder of ADSs, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver
those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS
registered holder to register that transfer.
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In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the Deposit
Agreement understand that The Bank of New York Mellon will not verify, determine or otherwise ascertain that the DTC
participant which is claiming to be acting on behalf of an ADS holder in requesting registration of transfer and delivery
described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding any
requirements under the Uniform Commercial Code). In the Deposit Agreement, the parties agree that The Bank of New York
Mellon’s reliance on and compliance with instructions received by The Bank of New York Mellon through the DRS/Profile
System and in accordance with the Deposit Agreement will not constitute negligence or bad faith on the part of The Bank of
New York Mellon.

Shareholder Communications; Inspection of Register of Holders of ADSs

The Bank of New York Mellon will make available for inspection at its office all communications that it receives from AngloGold
Ashanti as a holder of deposited securities that AngloGold Ashanti makes generally available to holders of deposited securities.
The Bank of New York Mellon sends copies of those communications if requested by AngloGold Ashanti. ADS holders have a
right to inspect the register of holders of ADSs, but not for the purpose of contacting those holders about a matter unrelated to
AngloGold Ashanti’s business or the ADSs.

Shareholders’ meetings

The directors may convene general meetings of AngloGold Ashanti shareholders. Subject to the provisions of the Companies
Act the shareholders may requisition for the convening of a general meeting.

An AngloGold Ashanti annual general meeting and a meeting of AngloGold Ashanti shareholders for the purpose of passing a
special reso lution may be called by giving 21 clear days’ notice in writing of that shareholders’ meeting. For any other meeting
of AngloGold Ashanti shareholders, 14 clear days’ notice must be given. “Clear days” means calendar days excluding the day
on which the notice is given and the date of the meeting. All shareholders are entitled to attend.

AngloGold Ashanti’s articles of association provide that a quorum for a general meeting (other than a meeting at which a
special resolution will be passed) consists of three shareholders present personally, or if the shareholders are a corporate
entity, represented and entitled to vote. If a general meeting is not quorate, the meeting is dissolved and a new meeting will
have to be called following the relevant notice provision.

The quorum of a shareholders’ meeting convened for the purpose of passing a special resolution consists of present
shareholders personally or by proxy, holding at least 25 percent of the total shareholder votes. If the meeting is not quorate, it
will be adjourned to a date between seven and 21 days after the adjourned meeting, and the shareholders present at the
second meeting will constitute a quorum as long as there are at least three of them at the second meeting. A special resolution
must be passed by a vote of 75 percent of the shareholders present at the meeting, personally or by proxy, and entitled to vote
or by a vote of 75 percent of the total votes to which these shareholders are entitled.

If the meeting is not quorate and is convened upon the requisition of shareholders, the meeting is dissolved.

Disclosure of Interest in Shares

Under South African law, a registered holder of AngloGold Ashanti shares who is not the beneficial owner of such shares is
required to disclose every three months to AngloGold Ashanti the identity of the beneficial owner and the number and class of
securities held on behalf of the beneficial owner. Moreover, AngloGold Ashanti may, by notice in writing, require a person who
is a registered shareholder, or whom AngloGold Ashanti knows or has reasonable cause to believe has a beneficial interest in
AngloGold Ashanti ordinary shares, to confirm or deny whether or not such person holds the ordinary shares or beneficial
interest and, if the ordinary shares are held for another person, to disclose to AngloGold Ashanti the identity of the person on
whose behalf the ordinary shares are held. AngloGold Ashanti may also require the person to give particulars of the extent of
the beneficial interest held during the three years preceding the date of the notice.

AngloGold Ashanti is obligated to establish and maintain a register of the disclosures described above and to publish in its
annual financial statements a list of the persons who hold beneficial interest equal to or in excess of 5 percent of the total
number of ordinary shares issued by AngloGold Ashan ti together with the extent of those beneficial interests.
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Rights of Minority Shareholders

Majority shareholders of South African companies have no fiduciary obligations under South African common law to minority
shareholders. However, under the Companies Act, a shareholder may, under certain circumstances, seek relief from the court
if he has been unfairly prejudiced by the company. There may also be common law personal actions available to a shareholder
of a company.

Golden Share

Under the Stability Agreement, the Government of Ghana (Government) has confirmed and agreed that the Government’s
rights with respect to the Golden Share apply only in respect of AngloGold Ashanti’s assets and operations in Ghana. The
rights do not extend to any other assets or operations of AngloGold Ashanti outside Ghana, nor to any assets or operations of
AngloGold Ashanti.

The Government has also agreed to waive any rig ht it may have under Section 60(I) of the Minerals and Mining Law, 1986, as
amended to acquire a special share in AngloGold Ashanti or any of its direct or indirect subsidiaries or joint ventures.
The Golden Share may only be held by or transferred to a Minister of the Government or any person acting on behalf of such
Government and authorized in writing by such Minister.

The following matters require, and will not be effective without, the written consent of the holder of the Golden Share:

(i)    any amendment to or removal of the relevant provisions of the AngloGold Ashanti (Ghana) Limited Regulations setting out
       the rights and restrictions attaching to the Golden Share;
(ii)   the voluntary winding-up or voluntary liquidation of AngloGold Ashanti (Ghana) Limited;
(iii)  the redemption of or purchase by AngloGold Ashanti of the Golden Share;
(iv) the disposal of any mining lease held by AngloGold Ashanti (Ghana) Limited or any subsidiary of AngloGold Ashanti
      (Ghana) Limited;
(v)  any disposal by AngloGold Ashanti (Ghana) Limited (other than any disposal in the ordinary course of business of
      AngloGold Ashanti) which, alone or when aggregated with any disposal or disposals forming part of, or connected with, the
      same or a connected transaction, constitutes a disposal of the whole or a material part of the assets of the AngloGold
      Ashanti group taken as a whole. For this purpose, a part of the AngloGold Ashanti group’s assets will be considered
      material if either (a) its book value (calculated by reference to the then latest audited consolidated accounts), or the total
      consideration to be received on its disposal, is not less than 25 percent of the book value of the net assets of the
      AngloGold Ashanti group or (b) the average profits attributable to it represent at least 25 percent of the average profits of
      the AngloGold Ashanti group for the last three years for which audited accounts are available (before deducting all
      charges, except taxation and extraordinary items).
     
Upon a return of assets in a winding-up or liquidation of AngloGold Ashanti (Ghana) Limited, the holder of the Golden Share is
entitled to the sum of 1,000 cedis (approximately 13 US cents) in priority to any payment to other members, but the Golden
Share confers no further right to participate in the profits or assets of AngloGold Ashanti. The Golden Share carries no right to
any dividend or any right to participate in any offer of securities to existing shareholders or in any capitalization issue.

The holder of the Golden Share may require AngloGold Ashanti (Ghana) Limited to redeem the Golden Share at any time in
consideration of the payment to such holder of 1,000 cedis (approximately 13 US cents).

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10C.        MATERIAL CONTRACTS

The following are material contracts, not entered into in the ordinary course of business, entered into by AngloGold Ashanti
during the past two years.

•
On January 28, 2009, AngloGold Ashanti entered into a Sale and Purchase Agreement with Newmont Mining Corporation
under which AngloGold Ashanti agreed to sell its 33.33 percent interest in the Boddington joint venture (the “Boddington
Sale”) to Newmont Mining Corporation (“Newmont”). AngloGold Ashanti expects to close the Boddington Sale in April
2009, subject to the satisfaction or waiver of certain conditions, including the receipt of approvals from the Australian
Foreign Investment Review Board, Western Australia Ministry of Mines and South African Reserve Bank, and the receipt
of consents and agreements from third parties. The valuation date for the Boddington Sale is January 1, 2009, and closing
adjustments will be made to reflect AngloGold Ashanti’s economic ownership position from that date. Consideration for
the Boddington Sale will consist of (i) $750 million payable in cash at closing, (ii) $240 million (the “Deferred Payment”)
payable in cash, in shares of Newmont common stock or in a combination of cash and shares of Newmont common stock
at Newmont’s option, and (iii) a royalty, payable quarterly in arrears, equal to 50 percent of the average realized operating
margin (if any) exceeding $600 per ounce, payable on one-third of the gold production from the Boddington project,
subject to a maximum aggregate royalty of $100 million. If Newmont elects to pay any part of the Deferred Payment using
Newmont common stock, the shares must be delivered to AngloGold Ashanti on or before December 10, 2009 and the
number of shares to be issued will be determined by dividing the dollar amount of that part of the Deferred Payment by the
volume weighted average price that Newmont’s common stock trades on the New York Stock Exchange over the five-
trading day period immediately prior to such date. Pursuant to the Sale and Purchase Agreement, Newmont has granted
AngloGold Ashanti registration rights with respect to such shares, if issued. If any part of the Deferred Payment is made in
cash, such cash payment must be made on or before December 31, 2009.


10D.         EXCHANGE CONTROLS

Exchange controls and other limitations affecting security holders

The following is a general outline of South African exchange controls and such outline may not apply to former residents of
South Africa. Investors should consult a professional advisor as to the exchange control implications of their particular
investments.

South African law provides for exchange control regulations, which restrict the export of capital from the Common Monetary
Area, which comprises South Africa, the Kingdoms of Lesotho and Swaziland and the Republic of Namibia. The exchange
control regulations, which are administered by the Exchange Control Department of the South African Reserve Bank, are
applied throughout the Common Monetary Area and regulate transactions involving South African residents, including natural
persons and legal entities. Government officials have from time to time stated their intentions to lift South Africa’s exchange
control regulations when economic conditions permit such action. In his budget speech in March 1998, the Minister of Finance
announced that restrictions relating to offshore investments by South African companies and individuals subject to South
African exchange control would, to a limited extent, be lifted.

Since then, the government has incrementally relaxed aspects of exchange control for financial institutions and individuals.
However, it is impossible to predict with any certainty when the government will remove exchange controls in their entirety.

The comments below relate to exchange controls in force at the date of this annual report.

Investments in South African companies

A foreign investor may invest freely in ordinary shares in a South African company. Any foreign investor may also sell shares in
a South African company and transfer the proceeds out of South Africa without restrictio n. Acquisitions of shares or assets of
South African companies by non-South African purchasers are not generally subject to review by the SARB when the
consideration is in cash, but may require SARB review in certain circumstances, including when the consideration is equity in a
non-South African company or when the acquisition is financed by a loan from a South African lender.
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Dividends

Dividends declared to foreign stockholders are not subject to the approval by the South African Reserve Bank (SARB).
Dividends are freely transferable to foreign stockholders from both trading and non-trading profits earned in South Africa by
publicly listed companies.

Interest

Interest on foreign loans is freely remittable abroad, provided the loans received prior SARB approval.

Voting rights

There are no limitations imposed by South African law or by the memorandum and articles of association of AngloGold Ashanti
on the rights of non-South African shareholders to vote the ordinary shares.

Overseas financing and investments

AngloGold Ashanti and its South African subsidiaries require SARB approval to raise debt from and repay debt to non-
residents of the Common Monetary Area, mainly in respect of the interest rat e and terms of repayment applicable to the loan.

Debt raised outside the Common Monetary Area by AngloGold Ashanti’s non-South African subsidiaries is not restricted under
South African exchange control regulations and can be used for overseas investment, subject to any conditions imposed by the
SARB in connection with establishing such a subsidiary. AngloGold Ashanti and its South African subsidiaries would, however,
require SARB approval in order to provide guarantees for the obligations of any of its subsidiaries with regard to funds obtained
from non-residents of the Common Monetary Area.

Debt raised outside the Common Monetary Area by AngloGold Ashanti’s non-South African subsidiaries must be repaid or
serviced by AngloGold Ashanti’s foreign subsidiaries.

A listing by a South African company on any stock exchange other than the JSE Securities Exchange in connection with raising
capital requires permission from the SARB.

Unde r current exchange control regulations, offshore investments by AngloGold Ashanti and its South African subsidiaries
require the approval of the SARB. Subject to approval, there is no limit on the amount of capital that may be invested offshore.


10E.       TAXATION

SOUTH AFRICAN TAXATION

The following discussion summarizes South African tax consequences of the ownership and disposition of shares or ADSs by a
US holder (as defined below). This summary is based upon current South African tax law and South African Inland Revenue
practice, the convention between the Government of the United States of America and the Republic of South Africa for the
avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income and capital gains, signed
February 17, 1997 (the "Treaty"), and in part upon representations of the depositary, and assumes that each obligation
provided for in, or otherwise contemplated by, a Deposit Agreement and any related agreement will be performed in
accordance with its respective terms.

The following summary of South African tax considerations does not address the tax consequences t o a US holder that is
resident in South Africa for South African tax purposes, whose holding of shares or ADSs is effectively connected with a
permanent establishment in South Africa through which such US holder carries on business activities or, in the case of an
individual who performs independent personal services, with a fixed base situated therein, or who is otherwise not entitled to
full benefits under the Treaty.

The statements of law set forth below are subject to any changes (which may be applied retroactively) in South African law or
in the interpretation thereof by the South African tax authorities, or in the Treaty, occurring after the date hereof. It should be
expressly noted that South African tax law does not specifically address the treatment of ADSs. However, it is reasonable to
assume (although no assurance can be made) that the tax treatment of US holders of shares is also applicable to US holders
of ADSs.
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Holders are strongly urged to consult their own tax advisors as to the consequences under South African, US federal, state and
local, and other applicable laws, of the ownership and disposition of shares or ADSs.

Taxation of dividends

South Africa imposes a corporate tax known as Secondary Tax on Companies (STC) on the distribution of earnings in the form
of dividends. Under the terms of an option granted to gold mining corporations, AngloGold Ashanti has elected not to be
subject to STC. As a result, although AngloGold Ashanti’s dividend payments are not subject to STC, AngloGold Ashanti pays
corporate income tax at a slightly higher rate than would otherwise have been the case. This election resulted in the overall tax
paid by AngloGold Ashanti being lower than the tax payable using the standard corporate tax rate together with STC. STC will
be phased out over the next two years and replaced by a dividend withholding tax.

South Africa does not currently impose any withholding tax or any other form of tax on dividends paid to US holders with
respect to shares, but there has been a recent announcement (as set out below) that this is about to change. In the case of a
South African withholding tax on dividends paid to a US holder with respect to shares, the Treaty would limit the rate of this tax
to 5 percent of the gross amount of the dividends if a US holder holds directly at least 10 percent of the voting stock of
AngloGold Ashanti and 15 percent of the gross amount of the dividends in all other cases. The above provisions will not apply if
the beneficial owner of the dividends is a US resident who carries on business in South Africa through a permanent
establishment situated in South Africa, or performs in South Africa independent personal services from a fixed base situated in
South Africa, and the dividends are attributable to such perma nent establishment or fixed base.

On February 21, 2007, the South African Minister of Finance, Mr Trevor Manuel, delivered his 2007 Budget Speech in which he
stated that the STC currently levied at 12.5 percent will be replaced by a withholding tax on shareholders in respect of
dividends distributed at a rate of 10 percent. This change is being implemented in two phases. On October 1, 2007 the STC
rate reduced from 12.5 percent to 10 percent and in 2010 STC is expected to be phased out and replaced by the 10 percent
withholding tax.

In the second phase, (expected to take place in 2010), the marginal tax rate for AngloGold Ashanti’s South African mining
operations should reduce from 43 percent to 34 percent and the marginal tax rate for non-mining income should reduce from
37 percent to 28 percent. The amending legislation relating to the second phase proposals is due to be published in 2010. As
stated above, the effect of this change will not materially a ffect the after tax dividend received by non-resident shareholders
and South African resident individuals because STC is being replaced by a 10 percent withholding tax on dividends declared
for these shareholders.

Taxation of gains on sale or other disposition

South Africa imposes a tax on capital gains, which only applies to South African residents. The meaning of the word "residents"
is different for individuals and corporations and is governed by the South African Income Tax Act of 1962 and by the Treaty. In
contrast, gains on the disposal of securities which are not capital in nature are usually subject to income tax. However, even in
the latter case, a US holder will not be subject to income tax unless the US holder carries on business in South Africa through a
permanent establishment situated therein.

United States taxation

The following is a general summary of the material US federal income tax consequences of the ow nership and disposition of
shares or ADSs to a US holder (as defined below) that holds its shares or ADSs as a capital asset. This summary is based on
US tax laws including the Internal Revenue Code of 1986, as amended (the Code), Treasury regulations promulgated
thereunder, rulings, judicial decisions, administrative pronouncements, and the Treaty, all as currently in effect as of the date of
this annual report, and all of which are subject to change or changes in interpretation, possibly with retroactive effect. In
addition, this summary is based in part upon the representations of the depositary and the assumption that each obligation in
the Deposit Agreement relating to the ADSs and any related agreement will be performed in accordance with its terms.
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This summary does not address all aspects of US federal income taxation that may apply to holders that are subject to special
tax rules, including US expatriates, insurance companies, tax-exempt entities, banks, certain financial institutions, persons
subject to the alternative minimum tax, regulated investment companies, securities broker-dealers, traders in securities who
elect to apply a mark-to-market method of accounting, investors that own (directly, indirectly or by attribution) 10 percent or
more of the outstanding share capital or voting stock of AngloGold Ashanti, partnerships, persons holding their shares or ADSs
as part of a straddle, hedging or conversion transaction, persons who acquired their shares or ADSs pursuant to the exercise
of employee stock options or otherwise as compensation, or persons whose functional currency is not the US dollar. Such
holders may be subject to US federal i ncome tax consequences different from those set forth below.

As used herein, the term “US holder” means a beneficial owner of shares or ADSs that is (a) a citizen or individual resident of
the United States for US federal income tax purposes; (b) a corporation (or other entity taxable as a corporation for US federal
income tax purposes) created or organized in or under the laws of the United States or any state thereof (including the District
of Columbia); (c) an estate the income of which is subject to US federal income taxation regardless of its source; or (d) a trust if
a court within the United States can exercise primary supervision over the administration of the trust and one or more
US persons are authorized to control all substantial decisions of the trust. If a partnership (including for this purpose any entity
treated as a partnership for US federal income tax purposes) holds shares or ADSs, the tax treatment of a partner generally will
depend upon the status of the partner and the activities of the partnership. If a US holder is a partner in a partnership that holds
shares or ADSs, the holder is urged to consult its own tax advisor regarding the specific tax consequences of the ownership
and disposition of the shares or ADSs.

US holders should consult their own tax advisors regarding the specific South African and US federal, state and local tax
consequences of owning and disposing of shares or ADSs in light of their particular circumstances as well as any
consequences arising under the laws of any other taxing jurisdiction. In particular, US holders are urged to consult their own
tax advisors regarding whether they are eligible for benefits under the Treaty.

For South African and US federal income tax purposes, a US holder of ADSs should be treated as owning the underlying
shares represented by those ADSs. Therefore, deposits or withdrawals by a US holder of shares for ADSs or of ADSs for
shares will not be subject to US federal income tax. The following discussion (except where otherwise expressly noted) applies
equally to US holders of shares and US holders of ADSs.

Taxation of dividends

The gross amount of any distribution (including the amount of any South African withholding tax thereon) paid to a US holder
by AngloGold Ashanti generally will be taxable as dividend income to the US holder for US federal income tax purposes on the
date the distribution is actually or constructively received by the US holder, in the case of shares, or by the depositary, in the
case of ADSs. Corporate US holders will not be eligible for the dividends received deduction in respect of dividends paid by
AngloGold Ashanti. For foreign tax credit limitation purposes, dividends paid by AngloGold Ashanti will be income from sources
outside the United States. At present, South Africa does not impose a withholding tax or any other form of tax on dividends
paid to US holders w ith respect to shares. The South African government, however, has recently announced its intent to enact
a dividend withholding tax, which is expected to be implemented in 2010. See ‘Taxation – South African Taxation – Taxation of
dividends. Once the dividend withholding tax becomes effective, US holders who are eligible for benefits under the current
Treaty will be subject to a maximum tax of 15 percent on the gross amount of dividend distributions paid by AngloGold Ashanti.

The amount of any distribution paid in foreign currency (including the amount of any South African withholding tax thereon)
generally will be includible in the gross income of a US holder of shares in an amount equal to the US dollar value of the
foreign currency calculated by reference to the spot rate in effect, regardless of whether the foreign currency is converted into
US dollars on such date. If the foreign currency is converted into US dollars on the date of receipt, a US holder of shares
generally should not be required to recognize foreign currency gain or loss in respect of the dividend. If the foreign currency
received in the distribution is not converted into US dollars on the date of receipt, a US holder of shares generally will have a
tax basis in the foreign currency equal to its US dollar value on the date of receipt. Any gain or loss recognized upon a
subsequent conversion or other disposition of the foreign currency generally will be treated as US source ordinary income or
loss. In the case of a US holder of ADSs, the amount of any distribution paid in a foreign currency generally will be converted
into US dollars by the depositary upon its receipt. Accordingly, a US holder of ADSs generally will not be required to recognize
foreign currency gain or loss in respect of the distribution. Special rules govern and specific elections are available to accrual
method taxpayers to determine the US dollar amount includible in income in the case of taxes withheld in a foreign currency.
Accrual basis taxpayers are therefore urged to consult their own tax advisors regarding the requirements and elections
applicable in this regard.
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Subject to certain limitations, South African withholding taxes will be treated as foreign taxes eligible for credit against a
US holder’s US federal income tax liability. The limitation on foreign taxes eligible for credit is calculated separately with
respect to specific classes of income. Dividend income generally will constitute ‘passive category’ income, or in the case of
certain US holders, ‘general category’ income. The use of foreign tax credits is subject to complex conditions and limitations. In
lieu of a credit, a US holder who itemizes deductions may elect to deduct all of such holder’s foreign taxes in the taxable year.
A deduction does not reduce US tax on a dollar-for-dollar basis like a tax credit, but the deduction for foreign taxes is not
subject to the same limitations applicable to foreign tax credits. US holders are urged to consult their own tax advi sors
regarding the availability of foreign tax credits.

Certain US holders (including individuals) are eligible for reduced rates of US federal income tax (currently at a maximum rate
of 15 percent) in respect of “qualified dividend income” received in taxable years beginning before January 1, 2011. For this
purpose, qualified dividend income generally includes dividends paid by a non-US corporation if, among other things, the US
holders meet certain minimum holding period and other requirements and the non-US corporation satisfies certain
requirements, including that either (i) the ordinary shares (or ADSs) with respect to which the dividend has been paid are
readily tradable on an established securities market in the United States, or (ii) the non-US corporation is eligible for the
benefits of a comprehensive US income tax treaty (such as the Treaty) which provides for the exchange of information.
AngloGold Ashanti currently believes that dividends paid with respect to its shares and ADSs should constitute qualified
dividend income for US federal income tax purposes. AngloGold Ashanti anticipates that its dividends will be reported as
qualified dividends on Forms 1099-DIV delivered to US holders. Each individual US holder of AngloGold Ashanti shares or
ADSs is urged to consult his own tax advisor regarding the availability to him of the reduced dividend tax rate in light of his own
particular situation.

The US Treasury has expressed concern that parties to whom ADSs are pre-released may be taking actions that are
inconsistent with the claiming of foreign tax credits for US holders of ADSs. Such actions would also be inconsistent with the
claiming of the reduced rate of tax described above, applicable to dividends received by certain non-corporate holders.
Accordingly, the analysis of the creditability of South African withholding taxes or the availability of qualified dividend treatment
could be affected by future a ctions that may be taken by the US Treasury with respect to ADSs.

Taxation of capital gains

If a US holder is a resident of the United States for purposes of the Treaty, such holder will not be subject to South African tax
on any capital gain if it sells or disposes of its shares or ADSs. Special rules apply to individuals who are residents of more
than one country.

In general, upon a sale, exchange or other disposition of shares, a US holder will recognize capital gain or loss for US federal
income tax purposes in an amount equal to the difference between the US dollar value of the amount realized on the
disposition and the holder's tax basis, determined in US dollars, in the shares or ADSs. Such gain or loss generally will be
US source gain or loss, and will be treated as a long-term capital gain or loss if the holder’s holding period in the shares
exceeds one year at the time of disposition. If the US holder is an individual, any capital gain generally will be subject to
US federal income tax at preferential rates if specified minimum holding periods are met. The deductibility of capital losses is
subject to significant limitations.

Passive foreign investment company considerations

A non-US corporation will be classified a Passive Foreign Investment Company (a “PFIC”) for any taxable year if at least
75 percent of its gross income consists of passive income (such as dividends, interest, rents or royalties (other than rents or
royalties derived in the active conduct of a trade or business and received from an unrelated person), or gains on the
disposition of certain minority interests), or at least 50 percent of the average value of its assets consists of assets that
produce, or are held for the production of, passive income. AngloGold Ashanti believes that it was not treated as a PFIC for the
taxable year ended December 31, 2008 and does not expect to become a PFIC in the foreseea ble future. If AngloGold Ashanti
were characterized as a PFIC for any taxable year, a US holder would suffer adverse tax consequences.

These consequences may include having gains realized on the disposition of shares treated as ordinary income rather than
capital gains and being subject to punitive interest charges on the receipt of certain dividends and on the proceeds of the sale
or other disposition of the shares. Furthermore, dividends paid by AngloGold Ashanti would not be “qualified dividend income”
and would be taxed at the higher rates applicable to other items of ordinary income. US holders should consult their own tax
advisors regarding the potential application of the PFIC rules to their ownership of the shares.
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221
US information reporting and backup withholding

Dividend payments made to a holder and proceeds paid from the sale, exchange, or other disposition of shares may be subject
to information reporting to the Internal Revenue Service (the “IRS”). US federal backup withholding generally is imposed at a
current rate of 28 percent on specified payments to persons who fail to furnish required information. Backup withholding will not
apply to a holder who furnishes a correct taxpayer identification number or certificate of foreign status and makes any other
required certification, or who is otherwise exempt from backup withholding. US persons who are required to establish their
exempt status generally must provide IRS Form W-9 (Request for Taxpayer Identification Number and Certification). Non-US
holders generally will not be subject to US information reporting or backup withholding. Howev er, these holders may be
required to provide certification of non-US status (generally on IRS Form W-8BEN) in connection with payments received in the
United States or through certain US-related financial intermediaries. Backup withholding is not an additional tax. Amounts
withheld as backup withholding may be credited against a holder’s US federal income tax liability. A holder may obtain a refund
of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS and
furnishing any required information.


10F.        DIVIDENDS AND PAYING AGENTS

Not applicable.

10G.      STATEMENT BY EXPERTS

Not applicable.

10H.      DOCUMENTS ON DISPLAY

AngloGold Ashanti files annual reports on Form 20-F and reports on Form 6-K with the SEC. You may read and copy this
information at the SEC’s Public Reference Room at 100F Street, N.E., Room 1580, Washington D.C. 20549 or by accessing
the SEC’s home page (
http://www.sec.gov
). You can also request copies of documents, upon payment of a duplicating fee, by
writing to the Public Reference Section of the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the Public Reference Room. In addition, AngloGold Ashanti’s reports and other information may be inspected at
the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. Copies of the documents referred
to herein may also be inspected at AngloGold Ashanti’s offices by contacting AngloGold Ashanti at 76 Jeppe Street, Newtown,
Johannesburg, 2001 (P.O. Box 62117, Marshalltown, 2107) South Africa, Attention: Company Secretary, telephone number:
+27 11 637 6000.


10I.         SUBSIDIARY INFORMATION

Not applicable.
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222
ITEM 11: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

TREASURY POLICY

The board of directors of AngloGold Ashanti has approved a treasury and risk management policy that governs the group’s
treasury activities, including the setting of hedging and dealing limits, approval of hedging instruments and counterpart approval
and limits.

Under the treasury and risk management policy, hedges may be put in place using approved instruments over the group’s
planned gold production and resultant gold sales currency exposures. The tenor of the hedges may extend out to ten years.
The treasury and risk management policy sets limits on the extent to which the hedge position may change for the various
levels of treasury management from dealer, through treasurer, executive management and board.

The board of directors has delegated the approval of hedge instruments to AngloGold Ashanti&# 8217;s treasury committee. The
treasury committee must approve all types of hedging instruments, treatment of the instruments in the treasury system,
reporting on the instruments and the accounting treatment for such instruments.

The financial risk management activities objectives of the group are as follows:

•      Safeguarding the group’s core earnings stream through the effective control and management of gold and other
       commodity price risk, foreign exchange risk and interest rate risk;
•      Effective and efficient usage of credit facilities through the adoption of reliable liquidity planning and procedures;
•      Ensuring that investment and hedging transactions are undertaken with creditworthy counterparts; and
•      Ensuring that all contracts and agreements related to risk management activities are co-ordinated, consistent throughout
       the group and comply where necessary with all relevant regulatory and statutory requirements.

Under the treasury and risk management policy, treasury reports that include all open hedging transactions are produced at the
following minimum intervals for review by management and the board of directors.

Daily                                 Treasurer     
Monthly                             Executive committee
Quarterly                          Treasury committee, Audit and corporate governance committee, Board of directors, shareholder
                                         reports

The Treasury risk manager is responsible for monitoring all reports for completeness and accuracy. The reports include stress
testing of all hedge positions for changes in gold and other commodity prices, currency exchange rates, interest rates, and gold
and exchange rate volatilities.

At AngloGold Ashanti, all front office (dealing), middle office (risk reporting), back office (deal confirmations) and payment
(treasury settlements) activities are segregated. All treasury transactions are captured on a third party developed treasury and
risk management system that is widely used in corporate treasuries. The internal audit group conducts regular and ad-hoc
reviews of the activities of treasury and the group’s treasury system.


GOLD PRICE AND CURRENCY RISK MANAGEMENT ACTIVITIES

The group enters into derivatives to ensur e a degree of price certainty and to guarantee minimum revenue on a portion of
future planned gold sales. AngloGold Ashanti does not acquire, hold or issue derivative instruments for economic trading
purposes. A number of products, including derivatives, are used to manage the price of gold and other commodities, interest
rate and foreign exchange, liquidity and non-performance risk, which includes credit risk that arise out of the group’s core
business activities. Forward purchase and sale contracts and purchased or sold call and put options are used by the group to
manage its exposure to gold price, interest rate and currency fluctuations. Gold and currency derivative instruments are
denominated in South African rands, US dollars, Brazilian real and Australian dollars. The group is also exposed to certain by-
product commodity price risk.
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223
A put option gives the put buyer the right, but not the obligation, to sell the underlying to the put seller at a predetermined price
on a predetermined date. A call option gives the call buyer the right, but not the obligation, to buy the underlying from the call
seller at a predetermined price on a predetermined date. The group’s risk in selling call options is unlimited but mitigated by the
fact that the group produce the commodity required by the option and can partially offset any loss resulting from sold call
options via the sale of production in the open market.

The mix of derivative instruments, the volume of production hedged and the tenor of the hedge book is continuously reviewed
in light of changes in operational forecasts, market conditions and the group’s hedging policy. AngloGold Ashanti’s reserves
and financial strength have allowed it to arrange unmargined credit lines with counterparts.

Forward sales contracts establish the price of future gold sales at a specified price. A number of these contracts are intended
by AngloGold Ashanti for delivery against production in a future period. The volume of net outstanding forward sales type
contracts at the end of 2008 was 39,990kg (2007: 108,403kg). The volume of outstanding net call options sold was 146,542kg
(2007: 242,373kg) and the volume of outstanding net put options sold was 16,963kg (2007: 46,585kg).

SFAS133 requires that derivative instruments be accounted for as follows:

•    Commodity based (“normal purchase or normal sale exempt”) contracts that meet the requirements of SFAS138, and are
     designated as such, are recognized in product sales when they are settled by physical delivery. They are not recorded in
     the financial statements between the dates that they are entered into and settled.
•    Contracts that meet the criteria for hedge accounting are designated as the hedging instruments hedging the variability of
     forecasted cash flows from the sale of production into the spot market and capital expenditure and are classified as cash
     flow hedges under SFAS133. The ineffective portion of matured and existing cash flow hedges recognized in loss on non-
     hedge derivatives in the income statement during the year was $8 million (2007: $10 million; 2006: $nil million). Of the
     contracts accounted for as cash flow hedges, contracts with a fair value of $123 million, a liability at December 31, 2008 are
     expected to be reclassified from other comprehensive income and recognized as a reduction in product sales during 2009or as an
     adjustment to depreciation expense pertaining to capital expenditure.
•    All other derivatives are measured at their estimated fair value, with the changes in estimated fair value at each reporting
     date reported as gains or losses on derivatives in earnings in the period in which they occur.

Cash flows from derivative instruments accounted for as cash flow hedges are included in net cash provided by operating
activities in the statements of consolidated cash flows. Contracts that contain ‘off-market’ terms that result in the inflow of cash
at inception are analogous to borrowing activities and, as such, are treated as financing activities. All current and future cash
flows associated with such instruments are classified as financing activities within of the consolidated cash flow statement.
Contracts that contain ‘off-market’ terms that result in the outflow of cash at inception are analogous to lending activities and,
as such, are treated as investing activities. All current and future cash flows associated with such instruments are classified
within the investing activities of the consolidated cash flow statement.

The group has an established practice of actively managing its hedged commitments under changing market circumsta nces.
As of December 31, 2008, the hedge book reflected a net delta tonnage position of 5.22 million ounces (162 tonnes) out of a
committed position of 5.99 million ounces (187 tonnes). As of December 31, 2007, the hedge book reflected a net delta
tonnage position of 10.39 million ounces (323 tonnes) out of a committed position of 11.28 million ounces (363 tonnes).

The marked-to-market values of all hedge transactions, irrespective of accounting designation, making up the hedge positions
was a liability of $2,455 million as at December 31, 2008 (as at December 31, 2007: a liability of $4,273 million). These values
were based on a gold price of $872 per ounce, exchange rates of $1 = R9.4550 and A$ = $0.6947 and the prevailing market
interest rates and volatilities at December 31, 2008. The values as at December 31, 2007 were based on a gold price of
$836 per ounce, exchange rates of $1 = R6.8104 and A$ = $0.8798 and the prevailing market interest rates and volatilities at
that date. Such values include normal purchase normal sale exempt contracts which as discussed above are not recorded in
the financial statements between the dates that they are entered into and settled.
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224
Year
2009
2010
2011
2012
2013
2014-2016
Total
DOLLAR GOLD
Forward contracts
Amount (kg)
(5,960)(*)                8,354
11,765
11,944             9,518               2,845             38,466
$ per oz
$1,199
$204
$383
$404
$408
$510
$467
Put options sold
Amount (kg)
4,043
4,226               3,048               1,882
1,882               1,882
16,963
$ per oz
$671
$708
$533
$430
$440
$450
$579
Call options sold
Amount (kg)
14,805
33,394              38,312             24,461
17,857               22,067
150,896
$ per oz
$442
$537
$530
$622
$601
$606
$557
RAND GOLD
Forward contracts
Amount (kg)
(1,866)(*)
(1,866)(*)
Rand per kg
R157,213
R157,213
AUD DOLLAR
GOLD
Forward contracts
Amount (kg)
280
3,110
3,390
A$ per oz
A$852
A$652
A$669
Call options
Amount (kg)
1,244
3,110
4,354
purchased
A$ per oz
A$694
A$712
A$707
Delta (kg)
(4,501)
(36,523)
(44,466)
(31,629)         (24,106)            (20,998)          (162,223)
**Total net gold:
Delta (oz)
(144,720)
(1,174,250)        (1,429,620)      (1,016,910)        (775,040)          (675,070)       (5,215,610)
Hedge delta as a percentage of
current production levels (%) ***
3%
24%
29%
20%
16%
5%
*
Indicates a long position from forward purchase contracts.
**    The Delta of the hedge position indicated above is the equivalent gold position that would have the same marked-to-market
sensitivity for a small change in the gold price. This is calculated using the Black-Scholes option formula with the ruling market
prices, interest rates and volatilities as at December 31, 2008.
***   Weighted average percentage based on 2008 full year production of 4,982,000 ounces.

Gold lease rate swaps
Year            2009                 2010            2011
2012
-
2016
Amount (‘000oz)
130,000
100,000
Gold borrowing cost associated with forward
contracts (1)
Interest rate %
1.82
1.96
Amount (‘000oz)
898,000
641,000
423,000
205,000
Gold lease rate swaps (2)
Interest rate %
1.81
1.83
1.83
1.84
(1)  Gold borrowing costs relating to Australian dollar gold forwards:
The Australian dollar denominated gold forward contract prices are presented on a net basis where the final price of the contract is
determined by the cost of borrowing gold over the full duration of the contract. The net prices in the table above have been
adjusted to take account of the total expected future cost of all accumulated costs incurred to date and the expected future
borrowing cost based on ruling market prices. The amount shown under “Gold borrowing cost associated with forward contracts”
in the table above is the face value of the borrowing amount and the period in which it matures. The interest rates shown are the
future market rates prevailing at the time of the financial statement.
(2)  The gold lease rate swaps are contracts where the group receives a fixed percentage of the outstanding amount in gold and pays
a floating market determined percentage in gold, quarterly in arrears. The amount shown in the table above is the number of
ounces outstanding at the beginning of each period. The interest rate shown is the weighted average fixed rate that the group will
receive for that period.

Foreign exchange price risk protection agreements

The group enters into currency forward exchange and currency option contracts to hedge certain anticipated transactions
denominated in foreign currencies. The objective of the group’s foreign currency hedging activities is to protect the group from
the risk that the eventual cash flows resulting from transactions denominated in US dollars will be adversely affected by
changes in exchange rates.
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225
The following table indicates the group’s currency hedge position at December 31, 2008.
Year
2009
2010
2011
2012
2013
2014-2016
Total
RAND DOLLAR (000)
Put options purchased     Amount ($)
30,000
30,000
Rand per $
R11.56
R11.56
Put options sold
Amount ($)
50,000
50,000
Rand per $
R9.52
R9.52
Call options sold
Amount ($)
50,000
50,000
Rand per $
R11.61
R11.61
AUD DOLLAR (000)
Forward contracts
Amount ($)
450,000
450,000
$ per A$
$0.65
$0.65
Put options purchased     Amount ($)
10,000
10,000
$ per A $
$0.69
$0.69
Put options sold
Amount ($)
10,000
10,000
$ per A $
$0.76
$0.76
Call options sold
Amount ($)
10,000
10,000
$ per A$
$0.64
$0.64
BRAZILIAN REAL
DOLLAR (000)
Forward contracts
Amount ($)
62,340
62,340
BRL per $
BRL1.86
BRL1.86

As at December 31, 2008 a limited number of the dollar gold hedge contracts reported in the above tables included optional
early termination provisions pursuant to which the hedge counterpart can elect to terminate the relevant hedging contracts on
specified dates. The early termination provision which applies can be exercised in the first five business days of January 2010.
These contracts form part of the Ashanti hedge that was in place prior to the Business Combination between AngloGold and
Ashanti completed in April 2004.

No termination options were exercised in 2008, 2007 and 2006.

Interest rate and liquidity risk

Fluctuations in interest rates impact interest paid and received on the short-term cash investments and financing activities,
giving rise to interest rate risk.

In the ordinary course of business, the group receives cash from the proceeds of its gol d sales and is required to fund working
capital requirements. This cash is managed to ensure surplus funds are invested in a manner to achieve market related
returns while minimizing risks. The group is able to actively source financing at competitive rates. The counterparts are
financial and banking institutions of good credit standing.

Cash and loans advanced maturity profile
2008                                                                                     2007
Maturity
date
Currency
Fixed rate
investment
amount
(million)
Effective
rate
%
Floating
rate
investment
amount
(million)
Effective
rate
%
Fixed rate
investment
amount
(million)
Effective
rate
%
Floating
rate
investment
amount
(million)
Effective
rate
%
All less
than one
year
USD
166
2.48                  121             1.95
32               4.3
66                4.0
ZAR
930
11.50
668           10.84
525               11.0
888             10.1
AUD
-                  -                     -                  -
-                   -                   34
6.5
HKD
-
-
1
2.25
-
-
1
4.0
BRL
-
-
144
13.52
-
-
67
8.9
ARS
-
-
5
12.50
-
-
9
11.1
NAD
155
11.58
96              9.40                   139               9.7
58               9.5
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226
Borrowings maturity profile
Within one year
Between
one and two years
Between
two and five years
After five years
Currency
Borrowings
Amount
(million)
Effective
Rate
%
Borrowings
Amount
(million)
Effective
Rate
%
Borrowings
Amount
(million)
Effective
Rate
%
Borrowings
Amount
(million)
Effective
Rate
%
Total
Borrowings
amount
(million)
$                1,060                     2.6          320               2.5
-                 -
-                 -               1,380
ZAR
2                     9.8
26               9.8
  81             9.2                  145              9.6                254
AUD
5                     6.1           745               6.1
-                 -
-                  -                 750
BRL
8                     3.6
11               3.6
8               3.6
-                  -
27

Interest rate risk
Fixed for less than one year
Fixed for between one and
three years
Fixed for greater than
three years
Currency
Borrowings
Amount
(million)
Effective
Rate
%
Borrowings
Amount
(million)
Effective
Rate
%
Borrowings
Amount
(million)
Effective
Rate
%
Total
Borrowings
amount
(million)
$                  1,060                     2.6                    320                     2.5
-
-
1,380
ZAR
2                      9.8                    107                     9.8                    145                  9.6
254
AUD                        5
6.1
745
6.1                         -
-
750
BRL                        8
3.6
19
3.6                         -
-
27

Non-performance risk

Realization of all these contracts is dependent upon the counterparts performing in accordance with the terms of the contracts.
The group generally does not obtain collateral or other security to support financial instruments subject to non-performance
risk, but monitors the credit standing of counterparts. The group spreads its business over a number of financial and banking
institutions of good credit quality and believes that no concentration of non-performance risk exists. Limits for each counterpart
are based on the assessed credit quality of each counterpart. The AngloGold Ashanti Treasury Committee makes
recommendations for board approval of all counterparts and the limits to be applied against each counterpart. Where possible,
management puts ISDA netting agreements in place.

The combined maximum credit exposure at the balance sheet date amounts to $571 million (2007: $516 million). Credit risk
exposure netted by counterparts amounts to $207 million (2007: $123 million). No set-off is applied to the balance sheet due to
the different maturity profiles of assets and liabilities.
The fair value of derivative assets and liabilities reflects non-performance risk relating to the counterparts and group,
respectively as at December 31, 2008.

The table below provides a summary of the number, type and credit quality of AngloGold Ashanti’s hedge couterparts.
Number of Counterparts
Type
Credit Rating (Fitch)
6
International Bank
AA
10
International Bank
AA-
5
International Bank
A+
3
International Bank
A
3
International Bank
A-
1
South African Bank
AAA(zaf) (International BBB+)
1
South African Bank
AA+(zaf) (International BBB+)
2
South African Bank
AA(zaf) (International BBB)
1
South African Bank
AA-(zaf) (International BBB)
5
Brazilian Bank
AAA(bra)
5
Brazilian Bank
AA+(bra)
1
Brazilian Bank
AA(bra)
1
Brazilian Bank
A+(bra)
1
Brazilian Bank
A(bra)
1
Trade Finance House
Not rated
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227
Due to the inability of a single counterpart to accept the physical delivery of gold for nomal purchase normal sale exemption
contracts expiring in April through June 2008, the group cash settled such contracts with this counterpart during the period.
The group also reclassified all remaining outstanding contracts with this counterpart from the “normal purchase and sale
exemption” category to the “non-hedge accounting” category as they no longer qualified for the exemption permitted by
SFAS 133. See “Item 18.: Note 5 – Non-hedge derivative loss”.

AngloGold Ashanti does not anticipate non-performance by any other counterparts.


Fair value of financial instruments

The estimated fair values of financial instruments are determined at discrete points in time based on relevant market
information. The estimated fair values of the group&# 8217;s financial instruments, as measured at December 31, 2008 and 2007, are
as follows (assets (liabilities)):

December 31, 2008
December 31, 2007
Carrying amount
$
Fair value
$
Carrying amount
$
Fair value
$
Cash and cash equivalents
575
575
477
477
Restricted cash
44
44
37
37
Short-term debt
(1,067)                 (1,048)
(319)                  (319)
Long-term debt
(873)                     (873)
(1,564)
(1,564)
Derivatives
(1)
(1,317)                  (2,497)
(2,563)
(4,342)
(1) Carrying amounts represent on-balance sheet derivatives and fair value includes off-balance sheet normal sale exemption contracts.


The following is the fair value of the hedge book derivative (liabilities)/assets split by accounting designation
December 31, 2008
Normal
purchase
and
sale exemption
$
Cash flow
hedge
accounted
$
Non-hedge
accounted
(2)
$
Total
$
Forward sales type agreements
(622)
(146)
52
(716)
Option contracts
(1)
(534)
-
(1,254)
(1,788)
Foreign exchange contracts
-
(1)
16
15
Foreign exchange option contracts
-
-
1
1
Interest rate swaps – Gold
(24)
-
15
(9)
Total including credit risk adjustment                                       (1,180)
(147)
(1,170)
(2,497)
Credit risk adjustment
(68)
(2)
(157)
(227)
Total excluding credit risk adjustment
(1,248)
(149)
(1,327)
(2,724)

(1)  Represent deliverable call options sold. A deliverable option is an option in terms of which the delivery quantity is fixed regardless
      of the market price on the exercise date. In the event that the market price is lower than the strike price, gold is sold to the
      counterpart at the ruling spot price.
(2)  Including B2Gold warrants 2008: $1 million (2007: $nil million).
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228
December 31, 2007
Normal
purchase
and
sale exemption
$
Cash flow
hedge
accounted
$
Non-hedge
accounted
$
Total
$
Forward sales type agreements
(1,044)                        (336)                        (236)
(1,616)
Option contracts
(1)
(708)
-
(2,030)
(2,738)
Foreign exchange contracts
-
4
7
11
Foreign exchange option contracts
-
-
(6)
(6)
Interest rate swaps – Gold
(27)
-
34
7
Total including credit risk adjustment                                      (1,779)
(332)
(2,231)                     (4,342)
Credit risk adjustment
-
-
-
-
Total excluding credit risk adjustment                                     (1,779)
(332)
(2,231)
(4,342)
(1)  Represent deliverable call options sold. A deliverable option is an option in terms of which the delivery quantity is fixed regardless
      of the market price on the exercise date. In the event that the market price is lower than the strike price, gold is sold to the
      counterpart at the ruling spot price.


Maturity profile of on-balance sheet derivatives, at carrying value
Total
$
2008
Assets
$
Liabilities
$
Amounts to mature within twelve months of balance sheet date
(1,187)
571
(1,758)
Amounts maturing between one and two years
(49)
-
(49)
Amounts maturing between two and five years
(81)
-
(81)
Amounts to mature thereafter
-
-
-
Total
(1,317)                       571
(1,888)
Total
$
2007
Assets
$
Liabilities
$
Amounts to mature within twelve months of balance sheet date
(2,226)
516
(2,782)
Amounts maturing between one and two years
(148)
-
(148)
Amounts maturing between two and five years
(123)
-
(123)
Amounts to mature thereafter
(26)
-
(26)
Total
(2,563)                      516
(3,079)

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:
Cash restricted for use, cash and cash equivalents and short-term debt
The fair value of listed fixed rate debt and the convertible bonds are shown at their quoted market value. The remainder of the
carrying amounts approximate fair value because of the short-term duration of these instruments.


Long-term debt
The long-term debt re-prices on a short-term floating rate basis, and accordingly the carrying amount approximates to fair
value.

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229
Derivatives
The fair value of volatility-based instruments (i.e. options) are estimated based on market prices, volatilities, credit risk and
interest rates, while the fair value of forward sales and purchases are estimated based on the quoted market prices and credit
risk for the contracts at December 31, 2008 and 2007. The group uses the Black-Scholes option pricing formula to value
option contracts. The amounts disclosed include those contracts accounted for as normal purchase and sale exemption
derivatives.


Sensitivity analysis

Derivatives
A principal part of the group's management of risk is to monitor the sensitivity of derivative positions in the hedge book to
changes in the underlying factors, including commodity prices, foreign exchange rates and interest rates under varying
scenarios.

The following table discloses the approximate sen sitivities of the US dollars fair value of the hedge book to key underlying
factors at December 31, 2008 (actual changes in the timing and amount of the following variables may differ from the assumed
changes below).

The table also sets out the impact on the fair value of the hedge book of an incremental parallel fall or rise in the respective
yield curves at the beginning of each month, quarter or year (as is appropriate) from January 1, 2009. The yield curves match
the maturity dates of the individual derivative positions in the hedge book. These figures incorporate the impact of any option
features in the underlying exposures.

2008

US dollars
Change in
rate (+)
Normal sale
exempted
(million)
Cash flow
hedge
accounted
(million)
Non-hedge
accounted
(million)
Total change
in fair
value
(million)
Currency(R/$)                                               Spot(+1)
-
(1)
2
1
Currency(A$/$)                                        Spot(+0.25)
43
-
132
175
Currency(BRL/$)                                      Spot(+0.25)
-
(1)
(4)
(5)
Gold price($/oz)
Spot(+200)
(546)
(58)
(449)
(1,053)
USD interest rate (%)
IR(+0.1)
(15)
-
(33)
(48)
ZAR interest rate (%)
IR(+1.5)
-
-
-
-
AUD interest rate (%)
IR(+1.5)
(1)
-
(1)
(2)
Gold interest rate (%)
IR(+0.5)
22
1
43
66


2008
US dollars
Change in
rate(-)
Normal sale
exempted
(million)
Cash flow
hedge
accounted
(million)
Non-hedge
accounted
(million)
Total change
in fair
value
(million)
Currency(R/$)                                                Spot(-1)
-
1
(4)
(3)
Currency(A$/$)                                         Spot(-0.25)                       (43)
-                       (130)
(173)
Currency(BRL/$)                                       Spot(-0.25)
-
1
5
6
Gold price($/oz)
Spot(-200)
541
58
376
975
USD interest rate (%)
IR(-0.1)
15
-
35
50
ZAR interest rate (%)
IR(-1.5)
-
-
-
-
AUD interest rate (%)
IR(-1.5)
1
-
1
2
Gold interest rate (%)
IR(-0.5)
(23)
(1)
(44)
(68)
IR represents interest rate.

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230
ITEM 12: DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.
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231
PART II
ITEM 13: DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.
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232
ITEM 14: MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND
USE OF PROCEEDS
None.
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233
ITEM 15: CONTROLS AND PROCEDURES

(a)   Disclosure Controls and Procedures: As of December 31, 2008 (the “Evaluation Date”), the company, under the
supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer
has evaluated the effectiveness of the company’s disclosure controls and procedures (as defined in Rules 13a – 15(e)
and 15d – 15(e) under the Securities Exchange Act of 1934, as amended (“the Exchange Act”). Based on such
evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, the
company’s disclosure controls and procedures are effective, and are reasonably designed to ensure that information
required to be disclosed by the company in reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange
Commission. These disclosure controls and procedures include without limitation, controls and procedures designed to
ensure that information required to be disclosed by the company in reports that it files or submits under the Exchange Act
is accumulated and communicated to the company’s management, including its Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions regarding disclosure.


(b)   Management’s Annual Report on Internal Control over Financial Reporting: Management is responsible for establishing
and maintaining adequate internal control over financial reporting for the company, as defined in the Exchange Act Rule
13a – 15(f) and 15d -15(f). The company’s internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of the company’s financial
statements for external purposes in accordance with generally accepted accounting principles in the United States of
America.
The company’s internal control over financial reporting includes those policies and procedures that:
•
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and
dispositions of the assets of the company;
•
Provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and the Directors of the company;
and
•
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Projections of any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.

The company’s management assessed the effectiveness of the company’s internal control over financial reporting as of
the Evaluation Date. In making this assessment, management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework. Based on this
assessment, and using those criteria, management concluded that the company’s internal control over financial reporting
was effective as of the Evaluation Date.

(c)   Changes in Internal Control over Financial Reporting: There has been no changes in the company’s internal control over
financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rule 13a – 15
during the year ended December 31, 2008 that have materially affected, or are reasonably likely to materially affect, the
company’s internal control over financial reporting.

(d)   Attestation Report of the Registered Public Accounting Firm: The company’s independent registered accounting firm,
Ernst & Young Inc., has issued an audit report on the effectiveness of the company’s internal control over financial
reporting. This report appears below.


/s/
M
Cutifani
/s/
S Venkatakrishnan
Mark
Cutifani Srinivasan
Venkatakrishnan
Chief Executive Officer
Chief Financial Officer
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234
REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The board of directors and stockholders of AngloGold Ashanti Limited
We have audited AngloGold Ashanti Limited’s internal control over financial reporting as of December 31, 2008, based on
criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (the COSO criteria). AngloGold Ashanti Limited’s management is responsible for maintaining effective
internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting
included in the accompanying management certification. Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance ab out whether effective internal
control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accura tely and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedur es may deteriorate.
In our opinion, AngloGold Ashanti Limited maintained, in all material respects, effective internal control over financial reporting
as of December 31, 2008, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the 2008 consolidated financial statements of AngloGold Ashanti Limited and our report dated May 4, 2009 expressed an
unqualified opinion thereon.



Ernst & Young Inc.
Registered Auditor

Johannesburg, Republic of South Africa
May 4, 2009

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235
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235
ITEM 16A: AUDIT COMMITTEE FINANCIAL EXPERT

Prof Wiseman Nkuhlu, Chairman of the audit and corporate governance committee, has been determined by our board to be
an audit committee financial expert within the meaning of the Sarbanes-Oxley Act, in accordance with the rules of the NYSE
and the SEC. Prof Wiseman Nkuhlu as well as each of the other members of the Audit and Corporate Governance Committee
(being Mr FB Arisman, Mr RP Edey and Mr JH Mensah) are independent directors. All members of the committee have
considerable financial knowledge and experience to help oversee and guide the board and the company in respect of the audit
and corporate governance disciplines. 

On April 9, 2009, Prof Nkuhlu advised of his impending resignation from the board, given his standing for political office in the forthcoming general elections in South Africa. Prof Nkuhlu resigned from the board at the conclusion of the meeting held on May 5, 2009 to approve the filing with the SEC of this annual report on Form 20-F. A suitable candidate qualifying as an audit committee financial expert within the meaning of the Sarbanes-Oxley Act, in accordance with the rules of the NYSE and the SEC, will be sought in due course.

ITEM 16B: CODE OF ETHICS AND WHISTLE BLOWING POLICIES

In order to comply with the company's obligation in terms of the Sarbanes-Oxley Act and the South African King Code on
Corporate Governance, and in the interests of good governance, the company has systems and procedures to introduce,
monitor and enforce its ethical codes and has adopted a code of ethics for employees, a code of ethics for the chief executive
officer, principal financial officer and senior financial officers, and a whistle-blowing policy that encourages employees and
other stakeholders to confidentially and anonymously report acts of an unethical or illegal nature that affect the company's
interests. Senior management oversee compliance with the ethical code by means of several mechanisms including:

•     Assessing the integrity of new appointees in the selection and promotion process;
•     Adherence to the policy on the delegation of authority;
•     Induction of directors and employees on the company's values, policies and procedures; and
•     Compliance with a strict disciplinary code of conduct.

AngloGold Ashanti has a whistle-blowing policy that provides a channel for the reporting of practices that are in conflict with
AngloGold Ashanti's business principles, unlawful conduct, financial malpractice, or are dangerous to the public and the
environment. The process encourages reports to be made in good faith in a responsible and ethical manner. Employees are
encouraged to discuss issues with their direct managers first (if appropriate) and then, if not resolved, to report these through
the whistle-blowing line or directly to the internal audit or legal departments. The codes and the whistle-blowing policy are
available on the company's website at www.anglogoldashanti.co.za/About/Gov+Policies.htm. There are several mediums by
which reports can be made such as through the intranet, internet, telephone, fax and post. An initiative is being undertaken to
implement short messaging system (sms) as a medium for reporting as well. All reports made in terms of the whistle-blo wing
policy are fielded by a third party, Tip-Offs Anonymous, which ensures all reports are treated confidentially or anonymously
depending on the preference of the caller. The information is relayed to management and to internal audit for investigation. All
reports and the progress of the investigations are conveyed to the audit and corporate governance committee by the group
internal audit manager on a quarterly basis.

In addition, the company has adopted a Disclosures Policy, the object of which is to ensure compliance with the rules of the
various exchanges on which it is listed and provide timely, accurate and reliable information fairly to all stakeholders, including
investors (and potential investors), regulators and analysts.

Each code of ethics, whistle blowing and disclosure policy is available on the company’s website
http://www.anglogoldashanti.co.za/About/Gov+Policies.htm. Each code of ethics and disclosure policy is also available on
r equest from the company secretary.

ITEM 16C: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Ernst & Young has served as AngloGold Ashanti’s independent public accountants for each of the financial years in the three-
year period ended December 31, 2008 for which audited financial statements appear in this annual report on Form 20-F.
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236
The following table presents the aggregate fees for professional services and other services rendered by Ernst & Young to
AngloGold Ashanti in 2008 and 2007.
(in millions)
2008
$
2007
$
Audit Fees
(1)
5.67
7.73
Audit-related Fees
(2)
1.30
0.80
Tax Fees
(3)
0.45                      0.05
Total
7.42                      8.58

Rounding may result in computational differences.
(1)  The Audit Fees consist of fees billed for the annual audit services engagement and other audit services, which are those services
      that only the external auditor reasonably can provide, and include the Company audit; statutory audits; attest services; and
      assistance with and review of documents filed with the SEC. Included in the Audit fees for 2008 and 2007 are fees paid to the
      external auditors in respect of SOX, which was implemented in 2006.
(2)  Audit-related Fees consist of fees billed for assurance and related services and include consultations concerning financial
      accounting and reporting standards; and comfort letters; and consents.
(3)  Tax Fees include fees billed for tax advice and tax compliance services.

Audit and Corporate Governance Committee Pre-approval Policies and Procedures

It is the policy of AngloGold Ashanti to maintain compliance with the requirements of the various applicable legislation and
good governance practices when appointing or assigning work to the Company’s external auditor. Non-audit services may not
be undertaken without an employee of AngloGold Ashanti obtaining the pre-approval of the Audit and Corporate Governance
Committee as is laid out in the procedures relating to the pre-approval process.

The audit committee has delegated the approval authority to the chairman of the Audit and Corporate Governance Committee,
Prof Wiseman Nkuhlu or his designated official. The approval may take the form of a written or oral instruction, and in the case
of an oral instruction this would be ratified at the next audit committee meeting. On a quarterly basis a summary of all approvals
and work to date is tabled at the audit committee.

All non-audit services provided to AngloGold Ashanti by the principal independent registered public accounting firm during
2008 were reviewed and approved according to the procedures above. None of the services provided during 2008 were
approved under the de minimis exception allowed under the Exchange Act.

No work was performed by persons other than the principal accountant’s employees in respect of the audit of AngloGold
Ashanti’s financial statements for 2008.

ITEM 16D: EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.

ITEM 16E: PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
PURCHASERS

Neither the issuer nor any affiliate of the issuer purchased any of the company’s shares during 2008.

ITEM 16F: CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.
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237
ITEM 16G: CORPORATE GOVERNANCE

The following is a summary of the significant ways in which AngloGold Ashanti’s corporate governance practices differ from
those followed by US domestic companies under the New York Stock Exchange’s corporate governance listing standards (the
“NYSE listing standards”).

The NYSE listing standards require the appointment of a Nominations Committee to oversee the appointment of new directors
to the board, and that such committee be comprised solely of independent directors. The JSE Listing Requirements also
require the appointment of such a committee, but require that it be comprised solely of non-executive directors, the majority of
whom must be independent. The company has appointed a Nominations Committee of the board. Since May 6, 2008, the
committee comprized of eight non-executive board members, six of whom were independent, as defined in the JSE Listing
Requi rements, and is chaired by the independent chairman of the board.

The NYSE listing standards require that a majority of the board to be comprised of independent directors, as such term is
defined in the NYSE listing standards, and that the remunerations committee of the board be fully independent. In previous
years, AngloGold Ashanti did not comply with these standards as the JSE Listing Requirements did not have similar standards.
However, since May 6, 2008, the board comprizes of a majority of independent directors, as defined in the JSE Listing
Requirements, and the remuneration committee of the board is fully independent.
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238
PART III
ITEM 17: FINANCIAL STATEMENTS

Not applicable.
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239
ITEM 18: FINANCIAL STATEMENTS

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Report of Independent Registered Public Accounting Firm

The board of directors and stockholders of AngloGold Ashanti Limited

We have audited the accompanying consolidated balance sheets of AngloGold Ashanti Limited (the “Company”) as of
December 31, 2008 and 2007 and the related consolidated statements of income, stockholders’ equity and cash flows for
each of the three years in the period ended December 31, 2008. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

The financial statements of Société d'Exploitation des Mines d'Or de Sadiola S.A. (“Sadiola”), a corporation in which the
Company has a 38 percent interest, have been audited by other auditors for the years ended December 31, 2008 and 2006
and for the periods then ended, whose report has been furnished to us, and our opinion on the consolidated financial
statements, insofar as it relates to the amounts included for Sadiola, is based solely on the report of the other auditors. In the
consolidated financial statements, the Company’s investment in Sadiola is stated at $97 million and $66 million, respectively,
at December 31, 2008 and 2006, and the Company’s equity in net loss is stated at $52 million for the year ended December
31, 2008 and the Company’s equity in net income is stated at $33 million for the year ended December 31, 2006.

The financial statements of Société d'Exploitation des Mines d'Or de Yatela S.A. (“Yatela”), a corporation in which the
Company has a 40 percent interest, have been audited by other auditors for the year ended December 31, 2006 and for the
period then ended, whose report has been furnished to us, and our opinion on the consolidated financial statements, insofar
as it relates to the amounts included for Yat ela, is based solely on the report of the other auditors. In the consolidated financial
statements, the Company’s investment in Yatela is stated at $26 million at December 31, 2006, and the Company’s equity in
net income is stated at $34 million for the year then ended.

The financial statements of Société des Mines de Morila S.A. (“Morila”), a corporation in which the Company has a 40 percent
interest, have been audited by other auditors at December 31, 2008 and for the period then ended, whose report has been
furnished to us, and our opinion on the consolidated financial statements, insofar as it relates to the amounts included for
Morila, is based solely on the report of the other auditors. In the consolidated financial statements, the Company’s investment
in Morila is stated at $114 million at December 31, 2008, and the Company’s equity in net loss is stated at $69 million for the
year then ended.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits
and the reports of the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audit and the reports of other auditors, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of AngloGold Ashanti Limited at December 31, 2008 and 2007, and
the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2008
in conformity with U.S generally accepted accounting principles.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the effectiveness of AngloGold Ashanti Limited’s internal control over financial reporting as of December 31, 2008, based on
criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission and our report dated May 4, 2009 expressed an unqualified opinion thereon.

As discussed in note 2 to the consolidated financial statements, in 2007 the Company adopted Financial Accounting
Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income Taxes, and accordingly has evaluated all
tax positions and has made sufficient provision and disclosure.
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As discussed in note 2 to the consolidated financial statements, in 2006 the Company changed its method of accounting for
stock-based compensation in accordance with SFAS123(R) Share-Based Payment, its method of accounting for deferred
stripping costs in accordance with EITF Issue 04-6 Accounting for Stripping Costs Incurred during Production in the Mining
Industry, and its method of considering the effects of prior year misstatements in accordance with SAB 108 Considering the
Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.

As discussed in note 2 to the consolidated financial statements, in 2006 the Company changed its method of accounting for
employee benefit plans in accordance with SFAS158 Employers’ Accounting for Defined Benefit Pension and Other
Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132(R).


Ernst & Young Inc.
Registered Auditor

Johannesburg, Republic of South Africa
May 4, 2009




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F-1
ANGLOGOLD ASHANTI LIMITED
Consolidated statements of income
FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006
(In millions, except share and per share information)
Notes
2008
$
2007
$
2006
$
Sales and other income
3,730
3,095
2,715
Product sales
3,655
3,048
2,683
Interest, dividends and other
75
47
32
Costs and expenses
4,103
3,806
2,811
Production costs
2,159
1,917
1,539
Exploration costs
126
117
58
Related party transactions
6
(10)
(16)
(6)
General and administrative
136
130
140
Royalties
78
70
59
Market development costs
13
16
16
Depreciation, depletion and amortization
615
655
699
Impairment of assets
5
670
1
6
Interest expense
5
72
75
77
Accretion expense
5
22
20
13
Employment severance costs
5
9
19
22
(Profit)/loss on sale of assets, realization of loans, indirect taxes and other
5
(64)
10
(36)
Non-hedge derivative loss
5
258
808
208
Other operating items
5
19
(16)
16
Loss from continuing operations before income tax, equity income,
minority interests and cumulative effect of accounting change
(373)                   (711)                    (96)
Taxation expense
7                     (22)                   (118)                  (122)
Minority interest
(42)                    (28)                     (29)
Equity (loss)/income in affiliates
(149)
41
99
Loss from continuing operations
(586)                   (816)                   (148)
Discontinued operations
8
23
2
6
Net loss – applicable to common stakeholders
(563)                     (814)                  (142)
(Loss)/earnings per share : (cents)
From continuing operations
9
Ordinary shares
(186)
(293)
(54)
E
Ordinary
shares
(93)
(146)
(91)
Ordinary shares - diluted
(186)
(293)
(54)
E Ordinary shares - diluted
(93)
(146)
(91)
Discontinued operations
9
Ordinary shares
7
1
2
E Ordinary shares
4
-
-
Ordinary shares - diluted
7
1
2
E Ordinary shares - diluted
4
-
-
Net loss
9
Ordinary shares
(179)
(292)
(52)
E
Ordinary shares
(89)
(146)
(91)
Ordinary shares - diluted
(179)
(292)
(52)
E Ordinary shares - diluted
(89)
(146)
(91)
Weighted average number of shares used in computation
9
Ordinary shares
313,157,584
277,337,292
272,613,263
E Ordinary shares - basic and diluted
4,046,364
4,117,815
194,954
Ordinary shares - diluted
313,157,584
277,337,292
272,613,263
Dividend paid per ordinary share (cents)
13
44
39
Dividend paid per E ordinary share (cents)
7
22
-
The accompanying notes are an integral part of these Consolidated Financial Statements.
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F-2
ANGLOGOLD ASHANTI LIMITED
Consolidated balance sheets
AT DECEMBER 31, 2008 AND 2007
(In millions, except share information)
Notes
2008
$
2007
$
ASSETS
Current Assets
2,947
2,113
Cash and cash equivalents
575
477
Restricted cash
10
44
37
Receivables
224
205
Trade
39
35
Recoverable taxes, rebates, levies and duties
64
77
Related parties
4
6
Other
11
117
87
Inventories
12
552
523
Materials on the leach pad
12
49
49
Derivatives
25
571
516
Deferred taxation assets
7
150
275
Assets held for sale
17
782
31
Property, plant and equipment, net
13
4,765
5,527
Acquired properties, net
14
814
1,280
Goodwill
15
132
569
Other intangibles, net
15
20
22
Other long-term inventory
12
40
84
Materials on the leach pad
12
261
190
Other long-term assets
16
421
559
Deferred taxation assets
7
51
37
Total assets
9,451
10,381
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
3,445
3,795
Trade accounts payable
314
396
Payroll and related benefits
92
106
Other current liabilities
18
144
132
Derivatives
25
1,758
2,782
Short-term debt
20
1,067
319
Tax payable
28
59
Liabilities held for sale
17
42
1
Other non-current liabilities
19
117
146
Long-term debt
20
873
1,564
Derivatives
25
130
297
Deferred taxation liabilities
7
1,008
1,345
Provision for environmental rehabilitation
5 / 21
302
394
Provision for labor, civil, compensation claims and settlements
31
45
Provision for pension and other post-retirement medical benefits
27
139
180
Minority interest
84
63
Commitments and contingencies
22
-
-
Stockholders’ equity
23
3,322
2,552
Common stock
400,000,000 (2007 – 400,000,000) authorized common stock of 25 ZAR cents each
Stock issued 2008 – 353,483,410 (2007 – 277,457,471)
12
10
Additional paid in capital
7,502
5,607
Accumulated deficit
(3,044)               (2,440)
Accumulated other comprehensive income
(1,148)
(625)
Total liabilities and stockholders’ equity
9,451
10,381
The accompanying notes are an integral part of these Consolidated Financial Statements.
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F-3
ANGLOGOLD ASHANTI LIMITED
Consolidated statements of cash flows
FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006
(In millions, except share information)
Notes
2008
$
2007
$
2006
$
Net cash provided by operating activities
64
561
770
Net loss – applicable to common stockholders
(563)
(814)
(142)
Reconciled to net cash provided by operations:
(Profit)/loss on sale of assets, realization of loans, indirect taxes and other
(64)
14
6
Depreciation, depletion and amortization
615
655
699
Impairment of assets
670
1
6
Deferred
taxation
(72)
(73)
(34)
Movement in non-hedge derivatives
(602)
802
339
Equity loss/(income) in affiliates
149
(41)
(99)
Dividends received from affiliates
78
65
85
Other non cash items
69
34
5
Net increase/(decrease) in provision for environmental rehabilitation,
pension and other post-retirement medical benefits
24
90
(62)
Effect of changes in operating working capital items:
Receivables
(7)
(77)                      11
Inventories
(131)                   (240)                   (165)
Accounts payable and other current liabilities
(101)
147
122
Net cash provided by continuing operations
65
563
771
Net cash used in discontinued operations
(1)
(2)
(1)
Net cash used in investing activities
(1,593)                (1,031)                   (611)
Acquisition of assets
-
(40)
-
Increase in non-current investments
(93)
(27)
(20)
Proceeds on disposal of affiliate
48
-
-
Affiliates loans advanced
(4)
-
-
Affiliates loans repaid
4
-
-
Additions to property, plant and equipment
(1,194)
(1,015)
(811)
Proceeds on sale of mining assets
39
29
57
Proceeds on sale of discontinued assets
10
1
9
Proceeds on sale of available for sale investments
4
4
-
Proceeds on redemption of held to maturity investments
84
21                       11
Dividends from available for sale investments
-
2
-
Cash outflows from derivatives purchased
(485)
-
-
Cash inflows from derivatives purchased
-
19
141
Loans receivable advanced
-
(1)
(1)
Loans receivable repaid
-
1
6
Change in restricted cash
(6)
(25)
(3)
Net cash generated by financing activities
1,715
462
119
Short-term debt repaid
(298)
(520)
(134)
Short-term debt raised
110
318
16
Issuance of stock
1,722
34
512
Share issue expenses
(54)
-
(5)
Long-term debt repaid
(316)
-
(418)
Long-term debt raised
743
525
142
Cash outflows from derivatives with financing
(134)
-
-
Cash inflows from derivatives with financing
-
249                      138
Dividends paid
(58)
(144)
(132)
Net increase/(decrease) in cash and cash equivalents
186
(8)
278
Effect of exchange rate changes on cash
(88)                       14
(3)
Cash and cash equivalents – January 1,
477
471
196
Cash and cash equivalents – December 31,
575
477
471
The accompanying notes are an integral part of these Consolidated Financial Statements.
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ANGLOGOLD ASHANTI LIMITED
Consolidated statements of stockholders’ equity
FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006
(In millions, except share information)
Common
stock
Common
stock
$
Additional paid
in capital
$
Accumulated other
comprehensive
income*
$
Accumulated
deficit
$
Total
$
Balance – January 1, 2006
264,938,432                         10
4,972
(676)                       (1,143)
3,163
Cumulative deferred stripping adjustment. Refer to Note 2.
(73)
(73)
Cumulative cut-off adjustment. Refer to Note 2.
(11)
(11)
Net loss
(142)
(142)
Translation loss
(108)
(108)
Net loss on cash flow hedges removed from other comprehensive income and reported in income, net of tax
97
97
Net loss on cash flow hedges, net of tax
(86)
(86)
Net gain on available-for-sale financial assets arising during the period, net of tax
8
8
Comprehensive loss
(315)
Stock issues as part of equity offering
9,970,732                            -
498
498
Stock issues as part of Share Incentive Scheme
398,399
-
9
9
Stock based compensation expense
60
60
Dividends
(107)
(107)
Balance – December 31, 2006
275,307,563                          10
5,539
(765)                         (1,476)
3,308
Cumulative FIN 48 adjustment. Refer to Note 2.
(25)
(25)
Net loss
(814)
(814)
Translation gain
93
93
Net loss on cash flow hedges removed from other comprehensive income and reported in income, net of tax
200
200
Net loss on cash flow hedges, net of tax
(166)
(166)
Hedge ineffectiveness on cash flow hedges, net of tax
10
10
Net gain on available-for-sale financial assets arising during the period, net of tax
3
3
Comprehensive loss
(699)
Stock issues as part of Share Incentive Scheme
1,181,882
-
37
37
Stock issues in exchange for E Ordinary shares cancelled
8,026
-
2
2
Stock issues transferred from Employee Share Ownership Plan to exiting employees
46,590
-
2
2
Stock based compensation expense
27
27
Dividends
(125)
(125)
Balance – December 31, 2007
276,544,061                        10
5,607
(625)                           (2,440)
2,552
Net loss
(563)
(563)
Translation loss
(597)
(597)
Net loss on cash flow hedges removed from other comprehensive income and reported in income, net of tax
157
157
Net loss on cash flow hedges, net of tax
(61)
(61)
Hedge ineffectiveness on cash flow hedges, net of tax
8
8
Net loss on available-for-sale financial assets arising during the period, net of tax
(29)
(29)
Release on disposal of available-for-sale financial assets during the period, net of tax
(1)
(1)
Comprehensive loss
(1,086)
Stock issues as part of rights offer
69,470,442                 2 1,664
1,666
Stock issues as part of Golden Cycle acquisition
3,181,198
-
118
118
Stock issues as part of São Bento acquisition
2,701,660
-
70
70
Stock issues as part of Share Incentive Scheme
672,545
-
14
14
Stock issues in exchange for E Ordinary shares cancelled
94
-
3
3
Stock issues transferred from Employee Share Ownership Plan to exiting employees
57,761
-
2
2
Stock based compensation expense
24
24
Dividends
(41)
(41)
F-4
Balance – December 31, 2008
352,627,761 12
7,502
(1,148)                            (3,044)
3,322
*   The cumulative translation loss included in accumulated other comprehensive income amounted to $1,085 million (2007: $488 million). The translation loss has no tax effect. The cumulative charge, net of deferred
taxation of $68 million (2007: $96 million), included in accumulated other comprehensive income in respect of cash flow hedges amounted to $112 million (2007: $216 million). The cumulative loss, net of deferred
taxation of $1 million (2007: $2 million), included in accumulated other comprehensive income in respect of available for sale financial assets amounted to $15 million (2007: $15 million gain). The cumulative gain
included in accumulated other comprehensive income in respect of the hedge of a net investment in foreign entities amounted to $64 million (2007: $64 million). This gain is offset by $64 million (2007: $64 million)
arising from translation of net investments in foreign entities.
As at December 31, 2008 and 2007, $453 million and $402 million, respectively, of retained earnings arising from the Company’s equity accounted joint ventures and certain subsidiaries may not be remitted without
third-party shareholder consent.
The accompanying notes are an integral part of these Consolidated Financial Statements.
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F-5
ANGLOGOLD ASHANTI LIMITED
Notes to the consolidated financial statements
FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006
(In millions, except share and per share information)

1.
NATURE OF OPERATIONS

AngloGold Ashanti Limited (the "Company"), as it conducts business today, was formed on April 26, 2004 following
the Business Combination of AngloGold Limited (AngloGold) with Ashanti Goldfields Company Limited (Ashanti).
AngloGold, formerly Vaal Reefs Exploration and Mining Company Limited, was incorporated in South Africa on
May 29, 1944 and Ashanti was incorporated in Ghana on August 19, 1974. The Company conducts gold-mining
operations in Argentina, Australia, Brazil, Ghana, Guinea, Mali, Namibia, South Africa, Tanzania and the United States
of America (USA). The Company also produces by-product silver, uranium oxide and sulfuric acid.
2.
ACCOUNTING CHANGES

Post-retirement benefit plan assets

In December 2008, the FASB issued FSP No. FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit
Plan Assets” (“FSP FAS 132(R)-1”), which amends FASB Statement No. 132 “Employers’ Disclosures about Pensions
and Other Post-Retirement Benefits” (“SFAS132”). FSP FAS 132(R)-1 provides guidance on an employer’s disclosures
about plan assets of a defined benefit pension or other post-retirement plan. The objective of FSP FAS 132(R)-1 is to
require more detailed disclosures about employers’ plan assets, including employers’ investment strategies, major
categories of plan assets, concentrations of risk within plan assets and valuation techniques used to measure the fair
value of plan assets.

The disclosures about plan assets requir ed by FSP FAS 132(R)-1 shall be provided for fiscal years ending after
December 15, 2009. Upon initial application, the provisions of FSP FAS 132(R)-1 are not required for earlier periods
that are presented for comparative purposes. Earlier application of the provisions of FSP FAS 132(R)-1 is permitted.
The Company has early adopted the provisions of FSP FAS 132(R)-1 as of December 31, 2008. The adoption of
FSP FAS 132(R)-1 did not have a material impact on the Company’s financial statements. Refer to Note 27.

Disclosures about credit derivatives and certain guarantees

In September 2008, the FASB issued FSP FAS 133-1 and FIN 45-4, “Disclosures about Credit Derivatives and Certain
Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the
Effective Date of FASB Statement No. 161” (“the FSP”). The FSP amends SFAS133, to require disclosures by sellers of
credit derivatives, includi ng credit derivatives embedded in a hybrid instrument to provide certain disclosures for each
credit derivative for each statement of financial position presented. The FSP also amends FIN45, to require an
additional disclosure about the current status of the payment/performance risk of a guarantee. Further, this FSP clarifies
that SFAS161, is effective for financial statements issued for fiscal years and interim periods beginning after
November 15, 2008. The FSP is effective for reporting periods (annual or interim) ending after November 15, 2008. The
Company does not have any credit derivatives. The Company adopted the disclosure requirements of the FSP with
regards to guarantees as of December 31, 2008. Refer to Note 22.

Hierarchy of generally accepted accounting principles

In May 2008, the FASB issued FASB Statement No. 162, “The Hierarchy of Generally Accepted Accounting Principles”
(“SFAS162”). SFAS162 improves financial rep orting by identifying a consistent framework, or hierarchy, for selecting
accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally
accepted accounting principles (GAAP) for nongovernmental entities. SFAS162 was effective November 15, 2008,
which was 60 days following the United States Securities and Exchange Commission (SEC's) approval of the Public
Company Accounting Oversight Board Auditing amendments to AU Section 411, “The Meaning of Present Fairly in
Conformity with Generally Accepted Accounting Principles”. The adoption of SFAS162 had no impact on the Company’s
financial statements.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-6
2.
ACCOUNTING CHANGES (continued)

Employee benefit plans

On September 29, 2006 the FASB issued SFAS158, “Employers’ Accounting for Defined Benefit Pension and Other
Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132(R)” (“SFAS158”). SFAS158
requires an entity to:

•      recognize in its statement of financial position an asset for a defined benefit post-retirement plan's overfunded
       status or a liability for a plan's underfunded status;
•      measure a defined benefit post-retirement plan's assets and obligations that determine its funded status as of the 
       same day of the employer's fiscal year-end (effective in fiscal years ending after December 15, 2008)
•      recognize as a component of accumulated other comprehensive income, net of tax, amounts accumulated at the
       date of adoption due to delayed recognition of actuarial gains and losses, prior service costs and credits, and
       transition assets and obligations; and
•      expand the disclosure requirements of SFAS132(R) to include additional information about certain effects on net
       periodic benefit cost in the next fiscal year that arise from delayed recognition of actuarial gains or losses, prior
       service costs or credits and unrecognized transition assets and obligations.

The adoption of the recognition and disclosure requirements of SFAS158 which are effective for fiscal years ending
after December 15, 2006, did not have a material impact on the Company’s earnings and financial position as the
Company changed its accounting policy during the second quarter of 2005, retroactive to January 1, 2005, with respect
to accounting for employee benefit plans to recognize the effects of actuarial gains and losses in income, rather than
amortizing over the expected average remaining service period. This change was made as the Company believes that
elimination of the permitted pension and post-retirement benefit corridor, as allowed by SFAS87 and SFAS106 results in
more accurate financial information.

The adoption of the SFAS158 requirement to measure the plan assets and benefit obligations as of December 31, 2008
did not have a material impact on the Company’s financial statements.

The Company’s employee benefit plans are described more fully in Note 27.

Fair value measurements

The Company adopted FASB Statement No. 157, “Fair Value Measurements” (“SFAS157”) for financial assets and
financial liabilities on January 1, 2008.

SFAS157 provides enhanced guidance for using fair value to measure assets and liabilities. Under SFAS157, fair value
refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants in the market in which the reporting entity transacts. SFAS157 clarifies the principle that fair value
should be based on the assumptions market participants would use when pricing the asset or liability and establishes a
fair value hierarchy that prioritizes the information used to develop those assumptions. SFAS157 also requires that fair
value measurements be separately disclosed by level within the fair value hierarchy. Refer to Note 24. The credit risk
adjustment on adoption of SFAS157 is disclosed in Note 25.

In February 2008, the FASB issued FASB Staff Position No. FAS 157-2, “Effective date of FASB Statement No. 157”
(“FSP FAS 157-2”). FSP FAS 157-2 provides a one year deferral until January 1, 2009 for the implementation of
SFAS157 for certain non-financial assets and non-financial liabilities, except for those items that are recognized or
disclosed at fair value on a recurring basis (at least annually). The provisions of FSP FAS 157-2 are not expected to
have a material impact on the Company’s financial statements.

In October 2008, the FASB issued FASB Staff Position No. FAS 157-3, “Determining the Fair Value of a Financial Asset
When the Market for That Asset Is Not Active” (“FSP FAS 157-3”). FSP FAS 157-3 clarifies the application of SFAS157
in determining the fair value of a financial asset when the market for that asset is not active. FSP FAS 157-3 is effective
as of the issuance date and has not affected the valuation of the Company’s financial assets.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-7
2.
ACCOUNTING CHANGES (continued)

Fair value option for financial assets and liabilities

In February 2007, the FASB issued FASB Statement No. 159, “The Fair Value Option for Financial Assets and Financial
Liabilities” (“SFAS159”). SFAS159 permits entities to choose to measure many financial instruments and certain other
items at fair value, with the objective of improving financial reporting by mitigating volatility in reported earnings caused
by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The
provisions of SFAS159 were adopted January 1, 2008. The Company did not elect the Fair Value Option for any of its
financial assets or liabilities, and therefore, the adoption of SFAS159 had no impact on the Company’s financial
statements.

Uncertain taxes

The Company adopted Financial Accounting Standards Board (FASB) Interpretation No. 48, “Accounting for Uncertainty
in Income Taxes” (“FIN 48”) on January 1, 2007 and recorded an opening adjustment of $25 million against opening
retained income as a result of adopting FIN 48.

The Company operates in numerous countries and is subject to, and pays annual income taxes in terms of the various
income tax regimes in the countries in which it operates. Some of these tax regimes are defined by contractual
agreements with local government and others are defined by the general corporate income tax laws of the country. The
Company has historically filed, and continues to file, all required income tax returns and to pay the taxes reasonably
determined to be due. The tax rules and regulations in many countries are complex and subject to interpretation. From
time to time, the Company is subject to a review of its historic income tax filings. In connection w ith such reviews
disputes can arise with the taxing authorities over interpretation or application of certain rules to the Company's
business conducted within the country involved. Refer to Note 7.

Stock based compensation

On January 1, 2006, the Company adopted the fair value recognition provisions of SFAS No. 123(R), “Share-Based
Payment”, using the modified prospective transition method. As at December 31, 2008, the Company has five stock-
based employee compensation plans consisting of time-based awards, performance related awards and equity settled
compensation plans as described in Note 29.

Deferred stripping costs

On January 1, 2006, the Company adopted Emerging Issues Task Force (“EITF”) Issue 04-6, “Accounting for Stripping
Costs in the Mining Industry”. Issue No. 04-6 addresses the accounting for stripping costs incurred during the production
phase of a mine and that post production s tripping costs should be considered costs of the extracted minerals under a
full absorption costing system and recognized as a component of inventory to be recognized in cost of sales in the same
period as the revenue from the sale of the inventory. Additionally, capitalization of such costs would be appropriate only
to the extent inventory exists at the end of a reporting period.

The guidance required application through recognition of a cumulative effect adjustment to opening retained earnings in
the period of adoption, with no charge to current earnings for prior periods. The results for prior periods were not
restated. Upon adoption, the cumulative effect of the accounting change reduced opening retained earnings by
$73 million (net of Taxation), increased the value of inventory by $5 million, eliminated the capitalized deferred stripping
balance of $105 million, decreased Deferred taxation by $29 million, reduced Other long-term assets by $3 million and
decrease d Minority interest by $1 million. Adoption of the guidance had no impact on the Company’s cash position or
net cash from operations.

Cut-off adjustments

In prior years certain subsidiaries within the Company have consistently determined the year end close process in
respect of certain operating costs at dates immediately preceding the Christmas vacation period. Historically,
management concluded that any resulting adjustment was immaterial to operating results as all entities had twelve
reporting periods and used the same cut-off dates from year to year.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-8
2.
ACCOUNTING CHANGES (continued)

The above errors arose as a combination of the cut-off process being linked to the mine production cycle as well as
utilizing a date not aligned to December 31, although the same dates were utilized from year to year.

On September 13, 2006, the SEC staff published Staff Accounting Bulletin (SAB) No. 108, “Considering the Effects of
Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”). SAB 108
(SAB Topic 1.N) addresses quantifying the financial statement effects of misstatements, specifically, how the effects of
prior year uncorrected errors must be considered in quantifying misstatements in the current year.

As part of the 2006 year end financial statement close process the Company quantified the balance sheet impact and
determined that it would only have a material effect in the reporting of “Payroll and related benefits”, which is separately
identified on the face of the balance sheet. The other accounts that were affected are Tangible Assets – Mine
development costs; Inventories – Gold in process; Deferred taxation; Cash and cash equivalents; Trade accounts
payable and Payroll and related benefits.

The Company previously considered the above to be immaterial under the rollover method and evaluated the
misstatement against the current year financial statements under both the rollover and iron curtain methods.

In accordance with the transition provisions provided in SAB 108 the cumulative effect of applying SAB 108 as an
adjustment to opening retained earnings is summarized below:
(in millions)
$
Assets
Tangible Assets – Mine development costs
3 (increase)
Inventories – Gold in process
1 (increase)
Deferred taxation
5 (increase)
Trade receivables
5 (decrease)
Liabilities
Trade accounts payable
3  
(increase)
Payroll and related benefits
10 (increase)
Other creditors
2 (increase)
Retained earnings
11 (decrease)
3.
ACQUISITIONS AND DISPOSALS OF BUSINESSES AND ASSETS

2008 acquisitions
The Company made the following acquisitions during the year:

Acquisition of minority interests in North America
Effective July 1, 2008, AngloGold Ashanti acquired the remaining 33 percent shareholding in the Cripple Creek & Victor
Gold Mining Company joint venture (CC&V) through the acquisition of 100 percent of Golden Cycle Gold Corporation
(GCGC). The Company issued 3,181,198 AngloGold Ashanti shares (total value $118 million) pursuant to this
transaction.

The Company completed the purchase price allocation of fixed assets during the third quarter of 2008. The transaction
was accounted for as a purchase business combination whereby identifiable assets acquired and liabilities assumed
were recorded at their fair market values as of the date of acquisition. The excess of the pu rchase price over such fair
value was recorded as goodwill and as such, the acquisition resulted in goodwill of $18 million being recorded, relating
mainly to the premium paid to obtain the remaining interest in CC&V. The goodwill related to the acquisition is non-
deductible for tax purposes.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-9
3.
ACQUISITIONS AND DISPOSALS OF BUSINESSES AND ASSETS (continued)

Acquisition of São Bento mine
On December 15, 2008, AngloGold Ashanti announced that it had completed the purchase of São Bento Gold Company
Limited (SBG) and its wholly-owned subsidiary, São Bento Mineração S.A. (SBMSA) from Eldorado Gold Corporation
(Eldorado) for a consideration of $70 million through the issuance of 2,701,660 AngloGold Ashanti shares. The
transaction was accounted for as an asset acquisition. The purchase price was allocated to the underlying assets
acquired. The purchase of SBG and SBMSA gives AngloGold Ashanti access to the São Bento mine, a gold operation
situated in the immediate vicinity of AngloGold Ashanti's Córrego do Sítio mine, located in the municipality of Santa
Bárbara, Iron Quadrangle region of Minas Gerais State, Brazil.

2008 disposals
The Company’s disposals during the year included:

Disposal of exploration interests in Colombia
On February 14, 2008, AngloGold Ashanti announced that it had entered into a binding memorandum of agreement
(MOA) with B2Gold Corp. (B2Gold). The MOA provides for the existing Colombian joint venture agreements between
AngloGold Ashanti and B2Gold to be amended. B2Gold would also acquire from AngloGold Ashanti, additional interests
in certain mineral properties in Colombia. In exchange, B2Gold would issue to AngloGold Ashanti, 25 million common
shares and 21.4 million common share purchase warrants in B2Gold. On May 16, 2008, AngloGold Ashanti announced
that it had completed the transaction to acquire a 15.9 percent direct interest in B2Gold and increase B2Gold's interest
in certain Colombian properties, as stated.

Disposal of equity interest in Nufcor International Limited
During the quarter ended June 30, 2008, the Company disposed of its 50 percent interest held in Nufcor International
Limited, a London based uranium marketing, trading and advisory business, to Constellation Energy Commodities
Group for net proceeds of $48 million.

2007 acquisitions
The Company made the following acquisitions during the year:

In June 2007, the Company acquired certain assets from Trans-Siberian Gold plc (TSG) as further discussed in this
note under 2006 acquisitions “Strategic alliance in Russia with Polymetal and assets acquired from Trans-Siberian Gold
plc”.

•
Acquisition of minority interests in Ghana
AngloGold Ashanti completed the acquisition of the minority interests in the Iduapriem and Teberebie mine
previously held by the Government of Ghana (5 percent) and the International Finance Corporation (10 percent)
effective September 1, 2007 for a total cash consideration of $25 million. The Iduapriem and Teberebie mine is
now wholly-owned by the Company. The Company finalized the purchase price allocation of fixed assets during
the third quarter of 2008. The final purchase price allocation did not vary significantly from the preliminary
allocation.
2007 disposals
The Company’s disposals during the year included:

•
Sale of Ergo surface reclamation operation
On June 8, 2007, AngloGold Ashanti announced that it had sold, subject to certain conditions, most of the
remaining moveable and immovable assets of Ergo, the surface reclamation operation east of Johannesburg,
discontinued in March 2005, to a consortium of Mintails South Africa (Pty) Limited/DRD South African Operations
(Pty) Limited. The transaction was approved by the Competition Commissioner on May 5, 2008. An outstanding
resolutive condition to the sale agreement, is consent by the Minister of Minerals and Energy of the transfer of
mining rights.

•
Sale of Mwana Africa plc shares
During July 2007, AngloGold Ashanti disposed of its investment of 600,000 shares previously held in Mwana
Africa plc for $0.8 million.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-10
3.
ACQUISITIONS AND DISPOSALS OF BUSINESSES AND ASSETS (continued)
2006 acquisitions
The Company made the following acquisitions during the year:

•
Agreement signed with China explorer Dynasty Gold Corporation
On February 27, 2006, AngloGold Ashanti announced that it had signed an agreement with Dynasty Gold
Corporation, a Vancouver-based company, with exploration activities in China, to acquire an effective 8.7 percent
stake in that company through a purchase of 5.75 million Dynasty units at a price of C$0.40 each.
•
Agreement with International Tower Hill Mines Limited
On June 30, 2006, AngloGold Ashanti (U.S.A.) Exploration Inc. (AngloGold Ashanti), International Tower Hill
Mines Ltd (ITH) and Talon Gold Alaska, Inc. (Talon), a wholly-owned subsidiary of ITH, entered into an Asset
Purchase and Sale and Indemnity Agreement whereby AngloGold Ashanti sold to Talon a 100 percent interest in
six Alaska mineral exploration properties and associated databases in return for 5,997,295 common shares of
ITH stock, representing 19.99 percent interest in ITH (December 31, 2008: 14.55 percent held). AngloGold Ashanti
also granted to ITH the exclusive option to acquire a 60 percent interest in each of its LMS and Terra projects by
incurring $3 million of exploration expenditure on each project (total of $6 million) within four years of the grant
date of the options. As part of the two option agreements, Anglo Gold Ashanti will have the option to increase or
dilute its stake in these projects.

•
Strategic alliance in Russia with Polymetal and assets acquired from Trans-Siberian Gold plc
On September 21, 2006, AngloGold Ashanti announced that it had entered into a 50:50 strategic alliance (joint
venture) with Russian gold and silver producer, OAO Inter-Regional Research and Production Association
Polymetal (Polymetal) in terms of which, Polymetal and AngloGold Ashanti would cooperate in exploration,
acquisition and development of gold mining opportunities within the Russian Federation. At the same time,
AngloGold Ashanti announced that it had submitted an offer to the board of Trans-Siberian Gold plc (TSG) to
acquire all of TSG’s interest in its Krasnoyarsk based subsidiaries, OOO GRK Amikan (Amikan) and OOO Artel
Staratelei Angarskaya Proizvodstvennaya Kompania (AS APK) for a consideration of $40 million. In June 2007,
the Company concluded the purchase of TSG’s i nterests in Amikan and AS APK. These companies acquired from
TSG by AngloGold Ashanti, together with two greenfields exploration companies held by Polymetal, hold the initial
operating assets of the joint venture. Of the assets acquired from TSG, assets of $15 million were subsequently
sold by the joint venture during the quarter ended March 31, 2008.

•
Purchase of Central African Gold Plc (CAG) shares
Arising from the sale of Bibiani assets, AngloGold Ashanti applied $3 million of the partial proceeds to an
investment of 15,825,902 Central African Gold plc (CAG) shares. Subsequent to this decision, local regulators
required that the shares in CAG be sold within 90 days of December 28, 2006. On February 14, 2007, the
Company disposed of 7,000,000 CAG shares yielding total proceeds of £768,845 ($1.5 million) and during
April 2007, disposed of the remaining 8,825,902 CAG shares yielding total proceeds of £894,833 ($1.8 million).

2006 disposals
The Company’s disposals during the year included:

•
Sale of Western Tanami project
In February 2006, disposed of the entire investment in Tanami Gold with the sale of 19 million shares for a cash
consideration of A$3.9 million ($3.0 million).

•
Sale of Bibiani
On August 23, 2006, AngloGold Ashanti announced that it had entered into a conditional agreement with Central
African Gold plc (CAG) to sell the assets, related to Bibiani and Bibiani North prospecting permit to CAG for a
consideration of $40 million. The conditions precedent to the sale were satisfied effective December 28, 2006. The
Bibiani North prospecting license was assigned to CAG on May 17, 2007 by the Ghanaian Land Commission and
Registry.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-11
3.
ACQUISITIONS AND DISPOSALS OF BUSINESSES AND ASSETS (continued)
Fair value of acquisition of business
2008
Golden Cycle
acquisition
(1)
$
Property, plant and equipment
93
Goodwill
(1)
18
Current assets
7
Net value of assets acquired
118
Purchase price paid
(118)
- Issuance of common stock
(118)
Gross value
(118)
Share issue expenses
-
(1)
The Golden Cycle Gold Corporation business combination was completed effective July 1, 2008. Refer to: Acquisition of minority interests in North
America. The Company has recorded goodwill, relating to the portion of the purchase price which cannot be attributed to the fair value of assets and
liabilities acquired, of $18 million on acquisition.

4.
SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation: The accompanying financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America. The Company presents its consolidated financial
statements in United States dollars. The functional currency of a significant portion of the group’s operations is the
South African rand. Other main subsidiaries have functional currencies of US dollars and Australian dollars. The
translation of amounts into US dollars was in accordance with the provisions of SFAS52, “Foreign Currency
Translation”.
Use of estimates: The preparation of the financial statements requires the Company’s management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the
reporting period. The determination of estimates requires the exercise of judgment based on various assumptions and
other factors such as historical experience, current and expected economic conditions, and in some cases actuarial
techniques. The Company regularly reviews estimates and assumptions that affect the annual financial statements,
however, actual results could differ from those estimates.
The more significant areas requiring the use of management estimates and assumptions include mineral reserves that
are the basis of future cash flow estimates and unit-of-production depreciation, depletion and amortization calculations;
environmental, reclamation and closure obligations; estimates of recoverable gold and other materials in heap leach
pads; asset impairments (including impairments of goodwill, long-lived assets, and investments); write-downs of
inventory to net realizable value; post employment, post retirement and other employee benefit liabilities; valuation
allowances for deferred taxation assets; reserves for contingencies and litigation; and the fair value and accounting
treatment of financial instruments.
The following are the accounting policies used by the Company which have been consistently applied except for the
adoption of FIN 48, “Accounting for Uncertainty in Income Taxes” on January 1, 2007.
4.1
Consolidation
The consolidated financial information includes the financial statements of the Company and its subsidiaries.
Where the Company has a direct or indirect controlling interest in an entity through a subsidiary, the entity is
classified as a subsidiary. Interests in incorporated mining joint ventures in which the Company has joint control
are accounted for by the equity method.
The financial statements of subsidiaries and the Environmental Trust Fund (a rehabilitation trust under the
Company’s control) are prepared for the same reporting period as the Company, using the same accounting
policies, except for Rand Refinery Limited (a subsidiary of the Company) which reports on a three-month time
lag. Adjustments are made to subsidiary financial results for material transactions and events in the intervening
period.
Subsidiaries are consolidated from the date on which control is transferred. They are de-consolidated from the
date on which control ceases.
All significant intercompany transactions and accounts are eliminated in consolidation.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-12
4.
SIGNIFICANT ACCOUNTING POLICIES (continued)
4.2
Investments in equity investees (associates and incorporated joint ventures)
An associate is an entity other than a subsidiary in which the Company has a material long-term interest and in
respect of which the Company has the ability to exercise significant influence over operational and financial
policies, normally owning between 20 percent and 50 percent of the voting equity.

A joint venture is an entity in which the Company holds a long-term interest and which is jointly controlled by the
Company and one or more external joint venture partners under a contractual arrangement that provides for
strategic, financial and operating policy decisions relating to the activities requiring unanimous consent.

Investments in associates and incorporated joint ventures are accounted for using the equity method.

Goodwill relating to associates and incorporated joint ventures is included i n the carrying value of the Company’s
investment. The total carrying value of equity accounted investments in associates and incorporated joint
ventures, including goodwill, is evaluated for impairment when conditions indicate that a decline in fair value
below the carrying amount is other than temporary or at least annually. When an indicated impairment exists, the
carrying value of the Company’s investment in those entities is written down to its fair value. The Company’s
share of results of equity accounted investees, that have financial years within three months of the fiscal year-
end of the Company, is included in the consolidated financial statements based on the results reported by those
investees for their financial years. There were no significant adjustments required to be made in respect of equity
accounted investees which have financial years that are different to those of the Company.
Profits realized in connection with transactions between the Company and associated companies are eliminated
in proportion to ownership.
4.3
Foreign currency translation
Items included in the financial statements of each of the Company’s entities are measured using the currency of
the primary economic environment in which the entity operates (the ‘functional currency’).
Transactions and balances
Transactions in foreign currencies are converted at the rates of exchange ruling at the date of these transactions.
Monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange ruling at
balance sheet date. Non-monetary items are translated at historic rates. Gains, losses and costs associated
with foreign currency transactions are recognized in the income statement in the period to which they relate,
except where hedge accounting is applied. These transactions are included in the determination of other income.
Group companies
The results and financial position of all group entities that have a functional currency different from the
presentation currency are translated into the presentation currency as follows:
•
equity items other than profit attributable to equity shareholders are translated at the closing rate;
•
assets and liabilities for each balance sheet presented are translated at the closing rate;
•
income and expenses for each income statement are translated at average exchange rates (unless this
average is not a reasonable approximation of the cumulative effect of the rates prevailing on the
transaction dates, in which case income and expenses are translated at the dates of the transactions);
and
•
all resulting exchange differences are recognized as a separate component of equity and included within
other comprehensive income.
Exchange differences arising from the translation of the net investment in foreign operations, and of borrowings
and other currency instruments designated as hedges of such investments, are taken to stockholders’ equity on
consolidation.
When a foreign operation is sold, cumulative exchange differences are recognized in the income statement as
part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and
liabilities of the foreign operation and translated at the closing rate at each balance sheet date.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-13
4.
SIGNIFICANT ACCOUNTING POLICIES (continued)
4.4
Segment reporting
A segment is a group of assets and operations engaged in providing products or services that are subject to
risks and returns that are different from those of other segments and are reported on a reporting segment basis
using the management approach. This approach is based on the way management organizes segments within
the Company for making operating decisions and assessing performance. The Chief Operating Decision Maker
has determined that the Company operates primarily in the delivery of gold. A geographical segment is engaged
in providing products or services within a particular economic environment that is subject to risks and returns that
are different from those of segments operating in other economic environments.
4.5
Cash and cash equivalents and restricted cash
Cash and cash equivalents consist of cash balances and highly liquid investments with an original maturity of
three months or less. Due to the short maturity of cash equivalents, their carrying amounts approximate their fair
value. Restricted cash is reported separately in the consolidated balance sheets.
4.6
Non-marketable debt securities
Investments in non-marketable debt securities for which the Company does not control or exercise significant
influence are classified as held to maturity are subsequently measured at amortized cost. If there is evidence
that held to maturity financial assets are impaired the carrying amount is reduced and the loss recognized in the
income statement.
4.7
Marketable equity investments and debt securities
Marketable equity investments and debt securities which are considered available-for-sale, are carried at fair
value, and the net unrealized gains and losses computed in marking these securities to market are reported
within other comprehensive income in the period in which they arise. These amounts are removed from other
comprehensive income and reported in income when the asset is derecognized or when there is evidence that
the asset is impaired in accordance with the provisions of SFAS115, “Accounting for Certain Investments in Debt
and Equity Securities (“SFAS115”)”.
Marketable debt securities that are classified as held to maturity are subsequently measured at amortized cost.
4.8
Inventories
Inventories, including gold in process, gold on hand (doré/bullion), uranium oxide, sulfuric acid, ore stockpiles
and supplies, are stated at the lower of cost or market value. Gold in process is valued at the average total
production cost at the relevant stage of production as described below. The cost of gold, uranium oxide and
sulfuric acid is determined principally by the weighted average cost method using related production costs.
Ore stockpiles are valued at the average moving cost of mining the ore. Supplies are valued at the lower of
weighted average cost or market value. Heap leach pad materials are measured on an average total production
cost basis.
The cost of inventory is determined using the full absorption costing method. Gold in process and ore stockpile
inventory include all costs attributable to the stage of completion. Costs capitalized to inventory include
amortization of property, plant and equipment and capitalized mining costs, direct and indirect materials, direct
labor, shaft overhead expenses, repairs and maintenance, utilities, metallurgy costs, attributable production
taxes and royalties, and directly attributable mine costs. Gold on hand (doré/bullion) includes all gold in process
and refining costs. Ore is recorded in inventory when blasted underground, or when placed on surface stockpiles
in the case of open-pit operations.
The costs of materials currently contained on the leach pad are reported as a separate line item. As at
December 31, 2008 and 2007, $49 million was classified as short-term as the Company expects the related gold
to be recovered within twelve months. The short-term portion of materials on the leach pad is determined by
multiplying the average cost per ounce in inventory by the expected production ounces for the next twelve
months. Short-term heap leach pad inventory occurs in two forms: (1) gold recoverable but yet to be dissolved
(i.e. gold still in the ore), and (2) gold recoverable from gold dissolved in solution within the leach pad (i.e. pore
water). This estimate was used in determining the short-term portion of materials on the leach pad as at
December 31, 2008. As at December 31, 2008, $261 million was classified as long-term compared with
$190 million as at December 31, 2007.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-14
4.
SIGNIFICANT ACCOUNTING POLICIES (continued)
4.9
Development costs and stripping costs
Development costs relating to major programs at existing mines are capitalized. Development costs consist
primarily of expenditures to initially establish a mine and to expand the capacity of operating mines.
On January 1, 2006, the Company adopted EITF Issue 04-6, “Accounting for Stripping Costs in the Mining
Industry”. In accordance with the guidance of Issue No. 04-6, post production stripping costs are considered
costs of the extracted minerals under a full absorption costing system and recognized as a component of
inventory to be recognized in cost of sales in the same period as the revenue from the sale of the inventory.
Additionally, capitalization of such costs are appropriate only to the extent inventory exists at the end of a
reporting period.
Costs associated with the opening of a new pit, are capitalized as mine development costs.
4.10     Depreciation, depletion and amortization
Mine development costs, mine plant facilities and other fixed assets
Mine development costs, mine plant facilities and other fixed assets are recorded at cost less accumulated
amortization and impairments. Cost includes pre-production expenditure incurred during the development of a
mine and the present value of future decommissioning costs. Cost also includes finance charges capitalized
during the construction period where such expenditure is financed by borrowings.
Capitalized mine development costs include expenditure incurred to develop new orebodies, to define further
mineralization in existing orebodies and to expand the capacity of a mine. Where funds have been borrowed
specifically to finance a project, the amount of interest capitalized represents the actual borrowing costs incurred.
Depreciation, depletion and amortization of mine development costs are computed principally by the units-of-
production method based on estimated proven and probable mineral reserves. Proven and probable mineral
reserves reflect estimated quantities of economically recoverable reserves which can be recovered in the future
from known mineral deposits.
Mine plant facilities are amortized using the lesser of their useful life or units-of-production method based on
estimated proven and probable mineral reserves. Main shafts are depleted using total proven and probable
reserves as the shaft will be used over the life of the mine. Other infrastructure costs including ramps, stopes,
laterals, etc and ore reserve development are depleted using proven and probable reserves applicable to that
specific area. When an area is vacated and there is no longer an intention to mine due to a change in mine
plans, all costs that have not been depleted are written off.
Other fixed assets comprising vehicles and computer equipment, are depreciated by the straight-line method
over their estimated useful lives as follows:
•
vehicles up to five years; and
•
computer equipment up to three years.
Acquired properties
Acquired properties are carried at amortized cost. Purchased undeveloped mineral interests are acquired
mineral rights and, in accordance with FSP FAS 141/142-1, “Interaction of FASB Statements No. 141 and
No. 142 and EITF Issue No. 04-2” are recorded as tangible assets as part of acquired properties. The amount
capitalized related to a mineral interest represents its fair value at the time it was acquired, either as an individual
asset purchase or as a part of a business combination. “Brownfield” stage mineral interests represent interests
in properties that are believed to potentially contain other mineralized material, such as measured, indicated or
inferred mineral resources with insufficient drill spacing to qualify as proven and probable mineral reserves, that
is in proximity to proven and probable mineral reserves and within an imm ediate mine structure. “Greenfield”
stage mineral interests represent interests in properties that are other mine-related or greenfields exploration
potential that are not part of measured or indicated resources and are comprised mainly of material outside of a
mine’s infrastructure. The Company’s mineral rights are enforceable regardless of whether proven and probable
mineral reserves have been established. The Company has the ability and intent to renew mineral rights where
the existing term is not sufficient to recover all identified and valued proven and probable mineral reserves and/or
undeveloped mineral interests.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-15
4.
SIGNIFICANT ACCOUNTING POLICIES (continued)
4.10    Depreciation, depletion and amortization (continued)

Brownfield properties are carried at acquired costs until such time as a mineral interest enters the production
stage and are amortized using the unit-of-production method based on estimated proven and probable mineral
reserves.

Greenfield mineral interests are carried at acquired costs until such time as a mineral interest enters the
production stage and are amortized using the unit-of-production method based on estimated proven and
probable mineral reserves.

Both Brownfield properties and Greenfield mineral interests are evaluated for impairment as held for use assets
in accordance with the Company’s asset impairment accounting policy. See Note 4.13.
4.11    Other mining costs
Other mining costs including repair and maintenance costs incurred in connection with major maintenance
activities are charged to operations as incurred.
4.12    Goodwill
Where an investment in a subsidiary, joint venture or an associate is made, any excess of the purchase price
over the fair value of the attributable mineral reserves including value beyond proven and probable, acquired
properties and other net assets is recognized as goodwill.
Goodwill relating to subsidiaries is tested for impairment at least annually or when indicators of impairment exist
and is carried at cost less accumulated impairment losses.
Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Goodwill is allocated to reporting units for the purpose of impairment testing.
Goodwill in respect of subsidiaries is disclosed as goodwill. Goodwill relating to incorporated joint ventures and
associates is included within the carrying value of the investment in incorporated joint ventures and associates
and tested for impairment when indicators exist. See Note 4.2.

The allocation of goodwill to an individual operating mine will result in an eventual goodwill impairment due to the
wasting nature of the mine reporting unit. In accordance with the provisions of SFAS142, the Company performs
its annual impairment review of assigned goodwill during the fourth quarter of each year.
4.13    Asset impairment
The Company evaluates its held-for-use long lived assets for impairment when events or changes in
circumstances indicate that the related carrying amount may not be recoverable. If the sum of estimated future
cash flows on an undiscounted basis is less than the carrying amount of the related asset, including goodwill, if
any, an asset impairment is considered to exist. The related impairment loss is measured by comparing
estimated future cash flows on a discounted basis to the carrying amount of the asset. Management’s estimate
of future cash flows is subject to risk and uncertainties. It is therefore reasonably possible that changes could
occur which may affect the recoverability of the group’s mining assets. The Company records a reduction of a
group of assets to fair value as a charge to earnings if expected future cash flows are less than the carrying
amount. The Company estimates f air value by discounting the expected future cash flows using a discount factor
that reflects the risk-free rate of interest for a term consistent with the period of expected cash flows, adjusted for
asset specific and country risks. In addition, an asset impairment is considered to exist where the net selling
price of an asset held for sale is below its carrying amount. Once recognized an impairment loss is not reversed.
4.14    Borrowing costs
Interest on borrowings relating to the financing of major capital projects under construction is capitalized during
the construction phase as part of the cost of the project. Such borrowing costs are capitalized over the period
during which the asset is being acquired or constructed and borrowings have been incurred. Capitalization
ceases when construction is interrupted for an extended period or when the asset is substantially complete.
Other borrowing costs are expensed as incurred.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-16
4.
SIGNIFICANT ACCOUNTING POLICIES (continued)
4.15     Leased assets
Assets subject to finance leases are capitalized at the lower of fair value or present value of minimum lease
payments with the related lease obligation recognized at the same amount. Capitalized leased assets are
depreciated over the shorter of their estimated useful lives and the lease term. Finance lease payments are
allocated using the effective interest rate method, between the lease finance cost, which is included in finance
costs, and the capital repayment, which reduces the liability to the lessor.

Operating lease rentals are charged against operating profits in a systematic manner related to the period the
assets concerned will be used.
4.16     Provisions
Provisions are recognized when the Company has a present obligation, whether legal or constructive, as a result
of a past event for which it is probable that an outflow of resources embodying economic benefits will be required
to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Provisions are measured at the present value of management’s best estimate of the expenditure required to
settle the present obligation at the balance sheet date. The discount rate used to determine the present value
reflects current market assessments of the time value of money and the risks specific to the liability.
4.17    Taxation
Current and deferred taxation is recognized as income or expense and included in the profit or loss for the
period, except to the extent that the tax arises from a transaction or event which is recognized, in the same or a
different period directly in equity; or a business combination that is an acquisition. See Note 4.22.

Current taxation is measured on taxable income at the applicable enacted statutory rates.

The Company’s operation involves dealing with uncertainties and judgments in the application of complex tax
regulations in multiple jurisdictions. The final taxes paid are dependent upon many factors, including negotiations
with taxing authorities and resolution of disputes arising from federal, state, and international tax audits. The
Company recognizes tax liabilities for anticipated tax audit issues in tax jurisdictions based on its estimate of
whether, and the extent to which, additional taxes will be due. The Company recognizes interest and penalties,
if any, related to unrecognized tax benefits.
4.18    Asset retirement obligations and rehabilitation costs
The Company accounts for asset retirement obligations in accordance with Statement of Financial Accounting
Standards No. 143, “Accounting for Asset Retirement Obligations (AROs)” (“SFAS143”).
AROs arise from the acquisition, development, construction and operation of mining property, plant and
equipment, due to government controls and regulations that protect the environment on the closure and
reclamation of mining properties. The asset is amortized over its estimated useful life. In accordance with the
provisions of SFAS143 the fair value of a liability for an asset retirement obligation is recorded in the period in
which it is incurred. When the liability is initially recorded, the cost is capitalized by increasing the carrying
amount of the related long-lived asset. Over time, the liability is increased to reflect an interest element
(accretion) considered in its initial measurement at fair value, and the capitalized cost is amortized over the
useful life of the related asset. Where the obligation arises from activities that are operational in nature and does
not give rise to futu re economic benefit, the capitalized cost is amortized in the period incurred. Upon settlement
of the liability, a gain or loss will be recorded if the actual cost incurred is different from the liability recorded.
Rehabilitation costs and related liabilities are based on the Company’s interpretation of current environmental
and regulatory requirements.
Based on current environmental regulations and known rehabilitation requirements, management has included
its best estimate of these obligations in its rehabilitation accrual. However, it is reasonably possible that the
Company’s estimates of its ultimate rehabilitation liabilities could change as a result of changes in regulations or
cost estimates.
Environmental liabilities other than rehabilitation costs which relate to liabilities from specific events are accrued
when they are known, probable and reasonably estimable.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-17
4.
SIGNIFICANT ACCOUNTING POLICIES (continued)
4.19    Product sales
Revenue from product sales is recognized when:
•
persuasive evidence of an arrangement exists;
•
delivery has occurred or services have been rendered;
•
the seller’s price to the buyer is fixed or determinable; and
•
collectability is reasonably assured.
The sales price, net of any taxes, is fixed on either the terms of gold sales contracts or the gold spot price.
4.20    Financial instruments
Financial instruments recognized on the balance sheet include investments, loans receivable, trade and other
receivables, cash and cash equivalents, borrowings, derivatives, and trade and other payables. Financial
instruments are initially measured at cost, including transaction costs, when the Company becomes a party to
the contractual arrangements. Subsequent measurement of derivative instruments is dealt with below.
Derivatives
The Company accounts for derivative contracts in accordance with Statement of Financial Accounting Standards
No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS133") as amended.
SFAS133 requires all contracts that meet the definition of a derivative to be recognized on the balance sheet as
either assets or liabilities and recorded at fair value. Gains or losses arising from remeasuring derivatives to fair
value at each reporting period are to be accounted for either in the income statement or in other comprehensive
income, depending on the use and designation of the derivative and whether it qualifies for hedge accounting.
The key criterion which must be met in order to qualify for hedge accounting, is that the derivative must be highly
effective in offsetting the change in the fair value or cash flows of the hedged item.
Contracts that meet the criteria for hedge accounting are designated as the hedging instruments hedging the
variability of forecasted cash flows from capitalized expenditure and the sale of production into the spot market,
and are classified as cash flow hedges under SFAS133. Where a derivative qualifies as the hedging instrument
in a cash flow hedge under SFAS133, changes in fair value of the hedging instruments, to the extent effective,
are deferred in other comprehensive income and reclassified to earnings as product sales or as an adjustment to
depreciation expense pertaining to capital expenditure, when the hedged transaction occurs. The ineffective
portion of changes in fair value of the cash flow hedging instruments is reported in earnings as gains or losses
on non-hedge derivatives in the period in which they occur.
All other contracts not meeting the criteria for the normal purchases and sales or hedge accounting, as defined in
SFAS133, are recorded at their fair market value, with changes in value at each reporting period recorded in
earnings as gains or losses on non-hedge derivatives.
Cash flows from derivative instruments accounted for as cash flow hedges are included in net cash provided by
operating activities in the statements of consolidated cash flows. Contracts that contain ‘off-market’ terms that
result in the inflow of cash at inception are analogous to borrowing activities and, as such, are treated as
financing activities. All current and future cash flows associated with such instruments are classified as financing
activities within the consolidated cash flow statement. Contracts that contain ‘off-market’ terms that result in the
outflow of cash at inception are analogous to lending activities and, as such, are treated as investing activities.
All current and future cash flows associated with such instruments are classified within the investing activities of
the consolidated statement of cash flows.
The estimated fair values of derivatives are determined at discrete points in time based on relevant market
information. These estimates are calculated with reference to the market rates using industry standard valuation
techniques.
Certain derivative instruments are designated as hedges of foreign currency denominated borrowings and
investments in foreign entities. This designation is reviewed at least quarterly, or as borrowing and investment
levels change. The hedge amounts (to the extent effective) are recorded as an offset to the translation
gains/losses being hedged.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-18
4.
SIGNIFICANT ACCOUNTING POLICIES (continued)
4.21    Employee benefits
Pension obligations
Group companies operate various pension schemes. The schemes are funded through payments to insurance
companies or trustee administered funds, determined by annual actuarial calculations. The Company has both
defined benefit and defined contribution plans.
The current service cost in respect of defined benefit plans is recognized as an expense in the current year. Past
service costs, experience adjustments, the effect of changes in actuarial assumptions and the effects of plan
amendments in respect of existing employees are recognized as an expense or income as and when they arise.
This method is applied consistently in each period end to all gains and losses. See Note 2.
The asset/liability recognized in the balance sheet in respect of defined benefit pension plans is the present
value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The defined
benefit obligation is calculated annually by independent actuaries using the projected unit credit method.
The contributions on defined contribution plans are recognized as employee benefit expense when due. Prepaid
contributions are recognized as an asset to the extent that a cash refund or a reduction in the future payments is
available.
Other post-employment benefit obligations
Some group companies provide post-retirement healthcare benefits. The expected costs of these benefits are
accrued over the period of employment using an accounting methodology on the same basis as that used for
defined benefit pension plans. These obligations are valued annually by independent qualified actuaries.
Actuarial gains and losses arising in the plan are recognized as income or expense as and when they arise. See
Note 2.
Termination benefits
The Company recognizes termination benefits when it is demonstrably committed to either: terminating the
employment of current employees according to a detailed formal plan; or providing termination benefits as a
result of an offer made to encourage voluntary redundancy based on the number of employees expected to
accept the offer. Benefits falling due more than twelve months after balance sheet date are discounted to present
value.
4.22    Deferred taxation
The Company follows the liability method of accounting for deferred taxation whereby the Company recognizes
the tax consequences of temporary differences by applying enacted tax rates applicable to future years to
differences between financial statement amounts and the tax bases of certain assets and liabilities. Changes in
deferred taxation assets and liabilities include the impact of any tax rate changes enacted during the year.
Principal temporary differences arise from depreciation on property, plant and equipment, derivatives, provisions
and tax losses carried forward. A valuation allowance is recorded to reduce the carrying amounts of deferred
taxation assets if it is more likely than not that such assets will not be realized.
4.23    Dividends
Dividends are recognized when declared by the board of directors. Dividends may be payable in Australian
dollars, South African rands, United Kingdom pounds or Ghanaian cedis. Dividends declared to foreign
stockholders are not subject to approval by the South African Reserve Bank in terms of South African foreign
exchange control regulations. Dividends are freely transferable to foreign stockholders from both trading and
non-trading profits earned in South Africa by publicly listed companies. Under South African law, the Company
may declare and pay dividends from any reserves included in total shareholders’ equity (including share capital
and premium) calculated in accordance with International Financial Reporting Standards (IFRS), subject to its
solvency and liquidity.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-19
4.
SIGNIFICANT ACCOUNTING POLICIES (continued)
4.24    Earnings per share
Earnings and diluted earnings per share have been calculated, for each class of common stock outstanding, in
accordance with SFAS128, “Earnings per Share”, using the two class method. Under the provisions of
SFAS128, basic net income (loss) per share is computed using the weighted average number of shares
outstanding during the period. Diluted net income (loss) per share is computed using the weighted average
number of Ordinary shares and, if dilutive, potential common shares outstanding during the period. The
computation of the diluted income (loss) per share of Ordinary shares assumes the conversion of E Ordinary
shares.
The rights, including the liquidation, voting and dividend rights, of holders of Ordinary shares and E Ordinary
shares are identical. As a result, and in accordance with EITF 03-6, “Participating Securities and the Two-Class
Method under FASB Statement No. 128”, the undistributed earnings for each year are allocated based on the
contractual participation rights of the Ordinary and E Ordinary shares as if the earnings for the year had been
distributed. As only 50 percent of dividends are paid to E ordinary share holders in cash (the remaining
50 percent reduces the exercise price of the E ordinary shares), the undistributed earnings are allocated
between E ordinary shares and ordinary shares based on this proportionate basis. Further, as the Company
assumes the conversion of E Ordinary shares in the computation of the diluted net income (loss) per share of
Ordinary shares, the undistr ibuted earnings are equal to net income (loss) for the computation.
4.25     Exploration and evaluation costs
The Company expenses all exploration costs until the directors conclude that a future economic benefit is more
likely than not of being realized. In evaluating if expenditures meet this criterion to be capitalized, the directors
utilize several different sources of information depending on the level of exploration. While the criteria for
concluding that expenditure should be capitalized is always probable, the information that the directors use to
make that determination depends on the level of exploration.
•
Costs on greenfields sites, being those where the Company does not have any mineral deposits which are
already being mined or developed, are expensed as incurred until the directors are able to demonstrate that
future economic benefits are probable, which generally will be the establishment of proved and probable
reserves at this location.
•
Costs on brownfields sites, being those adjacent to mineral deposits which are already being mined or
developed, are expensed as incurred until the directors are able to demonstrate that future economic
benefits are probable, which generally will be the establishment of increased proved and probable reserves
after which the expenditure is capitalized as a mine development cost.
•
Costs relating to extensions of mineral deposits, which are already being mined or developed, including
expenditure on the definition of mineralization of such mineral deposits, are capitalized as mine
development costs.
Costs relating to property acquisitions are capitalized within development costs.
Drilling and related costs incurred on sites without an existing mine and on areas outside the boundary of a
known mineral deposit that contain proven and probable reserves are recorded as exploration expenditures and
are expensed as incurred.
Drilling and related costs incurred to define and delineate a residual mineral deposit that has not been classified
as proven and probable reserves at a development stage or production stage mine are capitalized when
management determines that there is sufficient evidence that the expenditure will result in a future economic
benefit to the Company in the accounting period when the expenditure is made. Management evaluates whether
or not there is sufficient geologic and economic certainty of being able to convert a residual mineral deposit into
a proven and probable reserve at a development stage or production stage mine, based on the known geologic
and metallurgy, existing mining and processing facilities, operating permits and environmental programs.
Therefore prior to capitalizing such costs, management determines that the following conditions have been met:
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-20
4.
SIGNIFICANT ACCOUNTING POLICIES (continued)
4.25    Exploration and evaluation costs (continued)

a.     There is a probable future benefit;
b.
AngloGold Ashanti can obtain the benefit and control access to it; and
c.
The transaction or event giving rise to it has already occurred.

The Company understands that there is diversity in practice within the mining industry, in that some companies
expense the drilling and related costs incurred to define and delineate residual mineral deposits that have not
been classified as proven and probable reserves at a development stage or production stage mine. Had
AngloGold Ashanti expensed such costs as incurred, net income, earnings per share and retained earnings
would have been lower by approximately the following amounts:
2008                  2007                  2006
Net income ($ millions)
10
1
12
Earnings per share
(1)
(cents)                                                                                           3
-
5
Retained income – January 1 ($ millions)
60
59
47
Retained income – December 31 ($ millions)
70
60
59
(1)
Impact per basic and diluted earnings per common share.
4.26    Stock-based compensation plans
The Company’s management awards certain employees stock options on a discretionary basis.

The fair value of the stock-based payments is calculated at grant date using an appropriate model. For equity
settled stock-based payments, the fair value is determined using a Black-Scholes method and expensed on a
straight-line basis over the vesting period based on the group’s estimate of shares that will eventually vest.

Option schemes which include non-market vesting conditions have been calculated using the Black-Scholes
model. For all other stock-based payments to employees the fair value is determined by reference to the market
value of the underlying stock at grant date adjusted for the effects of the relevant terms and conditions.

For schemes with non-market related vesting conditions, the likelihood of vesting has been taken into account
when determining the income stat ement charge. Vesting assumptions are reviewed during each reporting period.

Stock options are subject to a three year vesting condition and their fair value is recognized as an employee
benefit expense with a corresponding increase in Additional paid in capital over the vesting period. The proceeds
received, net of any directly attributable transaction costs are credited to common stock (nominal value) and
Additional paid in capital when the options are exercised.

On January 1, 2006, the Company adopted the fair value recognition provisions of SFAS123(R), “Share-Based
Payment”, using the modified prospective transition method. See Note 2.
4.27    Recent pronouncements

Fair value determination when there is no active market
In April 2009, the FASB issued FSP FAS 157-4 “Determining Fair Value When the Volume and Level of Activity
for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly”
(“FSP FAS 157-4”). FSP FAS 157-4 provides additional guidance for estimating fair value in accordance with
FASB Statement No. 157, “Fair Value Measurements” (“SFAS157”), when the volume and level of activity for the
asset or liability have significantly decreased. FSP FAS 157-4 also includes guidance on identifying
circumstances that indicate a transaction is not orderly. FSP FAS 157-4 applies to all assets and liabilities within
the scope of accounting pronouncements that require or permit fair value measurements, except as discussed in
paragraphs 2 and 3 of SFAS157. FSP FA S 157-4 shall be effective for interim and annual reporting periods
ending after June 15, 2009, and shall be applied prospectively. Early adoption is permitted for periods ending
after March 15, 2009. The Company is currently evaluating the potential impact of adopting FSP FAS 157-4 on
the Company’s financial statements.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-21
4.
SIGNIFICANT ACCOUNTING POLICIES (continued)
4.27    Recent pronouncements (continued)
Recognition and presentation of other-than-temporary impairments
In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2 “Recognition and Presentation of Other-Than-
Temporary Impairments” (“FSP FAS 115-2 and FAS 124-2”). FSP FAS 115-2 and FAS 124-2 amends the other-
than-temporary impairment guidance in US GAAP for debt securities to make the guidance more operational and
to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in
the financial statements. The recognition guidance in paragraphs 19–34 of FSP FAS 115-2 and FAS 124-2
applies to debt securities classified as available-for-sale and held-to-maturity that are subject to other-than
temporary impairment guidance within:

a.     SFAS115;
b.
FSP FAS 115-1 and FAS 124-1;
c.
EITF Issue 99-20, as amended by FSP EITF 99-20-1; or
d.
AICPA Statement of Position 03-3.

The presentation and disclosure guidance in paragraphs 35–43 of FSP FAS 115-2 and FAS 124-2 applies to
debt and equity securities that are subject to the disclosure requirements of Statement 115 and FSP FAS 115-1
and FAS 124-1. FSP FAS 115-2 and FAS 124-2 shall be effective for interim and annual reporting periods
ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The Company
is currently evaluating the potential impact of adopting FSP FAS 115-2 and FAS 124-2 on the Company’s
financial statements.

Interim disclosures about fair value of financial instruments
In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1 “Interim Disclosures about Fair Value of Financial
Instruments” (“FSP FAS 107-1 and APB 28-1”). FSP FAS 107-1 and APB 28-1 amends FASB Statement No.
107, “Disclosures about Fair Value of Financial Instruments”, to require disclosures about fair value of financial
instruments for interim reporting periods of publicly traded companies as well as in annual financial statements.
FSP FAS 107-1 and APB 28-1 also amends APB Opinion No. 28, Interim Financial Reporting, to require those
disclosures in summarized financial information at interim reporting periods. FSP FAS 107-1 and APB 28-1
applies to all financial instruments within the scope of Statement 107 held by publicly traded companies, as
defined by Opinion 28. FSP FAS 107-1 and APB 28-1 shall be effective for interim reporting periods ending after
June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The Company is currently
evaluating the potential impact of adopting FSP FAS 107-1 and APB 28-1 on the Company’s financial
statements.

Assets and liabilities from contingencies in business combinations
In April 2009, the FASB issued FSP FAS 141(R)–1 “Accounting for Assets Acquired and Liabilities Assumed in a
Business Combination That Arise from Contingencies” (“FSP FAS 141(R)–1”). FSP FAS 141(R)–1 amends and
clarifies FASB Statement No. 141 (revised 2007), “Business Combinations” issues raised on initial recognition
and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising
from contingencies in a business combination. FSP FAS 141(R)–1 applies to all assets acquired and liabilities
assumed in a business combination that arise from contingencies that would be within the scope of Statement 5
if not acquired or assumed in a business combination, except for assets or liabilities arising from contingencies
that are subject to specific guidance in Statement 141(R). FSP FAS 141(R)–1 shall be effective for assets or
liabilities arising from contingencies in business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December 15, 2008. FSP FAS 141(R)-1 will
impact how the Company accounts for future business combinations and the Company’s future financial
statements.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-22
4.
SIGNIFICANT ACCOUNTING POLICIES (continued)
4.27    Recent pronouncements (continued)
Equity method investment
In November 2008, the EITF reached consensus on Issue No. 08-6, “Equity Method Investment Accounting
Considerations” (“EITF 08-6”), which clarifies the accounting for certain transactions and impairment
considerations involving equity method investments. The intent of EITF 08-6 is to provide guidance on
(i) determining the initial carrying value of an equity method investment, (ii) performing an impairment
assessment of an underlying indefinite-lived intangible asset of an equity method investment, (iii) accounting for
an equity method investee’s issuance of shares, and (iv) accounting for a change in an investment from the
equity method to the cost method. EITF 08-6 is effective in fiscal years beginning on or after December 15, 2008,
and interim periods. EITF 08-6 must be applied prospectively. The Company does not expect the adoption of
EITF 08-6 to have a material impact on the Company’s financial statements.
Instrument indexed to own stock
In June 2008, The Emerging Issues Task Force (“EITF”) reached a consensus on Issue No. 07-5, “Determining
Whether an Instrument (or an Embedded Feature) Is Indexed to an Entity’s Own Stock” (“EITF 07-5”). The
consensus was reached on the following three issues:
•
How an entity should evaluate whether an instrument (or embedded feature) is indexed to its own stock.
•
How the currency in which the strike price of an equity-linked financial instrument (or embedded equity-
linked feature) is denominated affects the determination of whether the instrument is indexed to an entity’s
own stock.
•
How an issuer should account for market-based employee stock option valuation instruments.
Consensus was also reached that EITF 07-5 should be effective for financial statements issued for fiscal years
beginning after December 15, 2008, and interim periods. Earlier application by an entity that has previously
adopted an alternative accounting policy is not permitted. The consensus must be applied to outstanding
instruments as of the beginning of the fiscal year in which EITF 07-5 is adopted as a cumulative-effect
adjustment to the opening balance of retained earnings for that fiscal year. The Company is currently evaluating
the potential impact of adopting EITF 07-5 on the Company’s financial statements.
Participating securities
In June 2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based
Payment Transactions Are Participating Securities” (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether
instruments granted in share-based payment transactions are participating securities prior to vesting and,
therefore, need to be included in the earnings allocation in computing earnings per share under the two-class
method as described in SFAS No. 128, “Earnings per Share” (“SFAS 128”). Under the guidance in FSP EITF 03-
6-1, unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend
equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of
earnings per share pursuant to the two-class method. FSP EITF 03-6-1 shall be effective for financial statements
issued for fiscal years beginning after December 15, 2008, and interim periods. All prior-period EPS data
presented shall be adjusted retrospectively (including interim financial statements, summaries of earnings and
selected financial data) to conform with the provisions of FSP EITF 03-6-1. Early application is not permitted.
The Company does not expect the adoption of FSP EITF 03-6-1 to have a material impact on the Company’s
financial statements.
Convertible debt instruments
In May 2008, the FASB issued FSP APB 14-1, “Accounting for Convertible Debt Instruments That May Be
Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”) which addresses the
accounting for convertible debt securities that may be settled in cash, (or other assets) upon conversion,
including partial cash settlement, unless the embedded conversion option is required to be separately accounted
for as a derivative under FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging
Activities” (“SFAS133”). FSP APB 14-1 does not change the accounting for more traditional types of convertible
debt securities that do not have a cash settlement feature. Also, FSP APB 14-1 does not apply if, under existing
US GAAP for derivatives, the embedded conversion feature must be accounted fo r separately from the rest of
the instrument. FSP APB 14-1 shall be effective for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods. Early adoption is not permitted. FSP APB 14-1 should be applied
retrospectively to all past periods presented — even if the instrument has matured, has been converted, or has
otherwise been extinguished as of the effective date of FSP APB 14-1. The Company is currently evaluating the
potential impact of adopting FSP APB 14-1 on the Company’s financial statements.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-23
4.
SIGNIFICANT ACCOUNTING POLICIES (continued)
4.27     Recent pronouncements (continued)
Useful life of intangible assets
In April 2008, the FASB issued FASB Staff Position No. FAS 142-3, “Determination of the Useful Life of
Intangible Assets” (“FSP FAS 142-3”). FSP FAS 142-3 amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset
under FASB Statement No. 142, “Goodwill and Other Intangible Assets” (“SFAS142”). FSP FAS 142-3 removes
the requirement under paragraph 11 of SFAS142 to consider whether an intangible asset can be renewed
without substantial cost or material modifications to the existing terms and conditions and instead, requires an
entity to consider its own historical experience in renewing similar arrangements. FSP FAS 142-3 also requires
expanded disclosure related to the determination of intangible asset useful liv es. FSP FAS 142-3 is effective for
financial statements issued for fiscal years beginning after December 15, 2008, and interim periods. Early
adoption is not permitted. The guidance for determining the useful life of a recognized intangible asset shall be
applied prospectively to intangible assets acquired after the effective date. The disclosure requirements shall be
applied prospectively to all intangible assets recognized as of, and subsequent to, the effective date. The
Company is currently evaluating the potential impact of adopting FSP FAS 142-3 on the Company’s financial
statements.
Derivative instruments
In March 2008, the FASB issued FASB statement No. 161, “Disclosures about Derivative Instruments and
Hedging Activities – an amendment of FASB statement No. 133” (“SFAS161”). SFAS161 applies to all derivative
instruments and nonderivative instruments that are designated and qualify as hedging instruments pursuant to
paragraphs 37 and 42 of SFAS133 and related hedged items accounted for under SFAS133. SFAS161 requires
enhanced disclosures about an entity’s derivative and hedging activities. Entities are required to provide
enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under SFAS133 and its related interpretations, and (c)
how derivative instruments and related hedged items affect an entity’s financial position, result s of operations
and cash flows. SFAS161 is effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008, with early application encouraged. Comparative disclosures for earlier
periods at initial adoption are encouraged but not required. The Company does not expect the adoption of
SFAS161 to have a material impact on the Company’s financial statements.
Noncontrolling interests
In December 2007, the FASB issued FASB Statement No. 160, “Noncontrolling Interests in Consolidated
Financial Statements” (“SFAS160”). SFAS160 amends ARB 51 to establish accounting and reporting standards
for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a
noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported
as equity in the consolidated financial statements. SFAS160 is effective for fiscal years, and interim periods
beginning on or after December 15, 2008. Earlier adoption is prohibited. It shall be applied prospectively as of
the beginning of the fiscal year in which this Statement is initially adopted, except for the presentation and
disclosure requirements. The presentation and disclosure requirements shall be applied retrospectively for all
periods presented. The Company is currently evaluating the potential impact of adopting SFAS160 on the
Company’s financial statements.
Business combinations
In December 2007, the FASB issued FASB Statement No. 141 (R), “Business Combinations” (“SFAS141(R)”).
SFAS141(R) requires the acquiring entity in a business combination to recognize all (and only) the assets
acquired and liabilities assumed in the transaction; establishes the acquisition-date fair value as the
measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose
information on the nature and financial effect of the business combination. SFAS141(R) applies prospectively to
business combinations for which the acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. An entity may not apply it before that date. SFAS141(R)
applies to all transactions or other events in which an entity (the acquirer) obtains control of one or more
businesses (the acquiree), including combinations achieved without the transfer of consideration. SFAS141(R)
will impact how the Company accounts for future business combinations and the Company’s future financial
statements.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-24
5.
COSTS AND EXPENSES

Employment severance costs
Total employee severance costs amounted to $9 million for 2008 (2007: $19 million, 2006: $22 million). Employee
severance costs recorded in 2008, 2007 and 2006 included retrenchment costs of $9 million, $5 million and $7 million,
respectively, in the South African region and $nil million, $14 million and $15 million, respectively, in Ghana.
Interest expense
2008
$
2007
$
2006
$
Finance costs on bank loans and overdrafts
49
18
20
Finance costs on corporate bond
(1)
18
31
32
Finance costs on convertible bond
(2)
27
26
26
Capital lease charges
3
3
2
Discounting of non-current trade and other debtors
1
6
4
Other
4
1
3
102
85
87
Less : Amounts capitalized
(3)
(30)            (10)             (10)
72
75
77
(1)
On August 21, 2003 AngloGold issued an unsecured bond in the aggregate principal amount of R2 billion ($300 million). The bond was repaid on
August 28, 2008. Refer to Note 20.
(2)
On February 27, 2004, AngloGold Ashanti Holdings plc, a wholly-owned subsidiary of the Company, issued $1.0 billion 2.375 percent guaranteed
convertible bonds due 2009, convertible into ADSs and guaranteed by AngloGold Ashanti. Refer to Note 20.
(3)
Interest capitalized on qualifying assets. Refer to Note 13.

Impairment of assets
Impairments are made up as follows:
2008
$
2007
$
2006
$
Tanzania
(1)
Impairment of goodwill held in Geita mine
181
-
-
Impairment of Geita mining assets
299
-
-
Ghana
Impairment of goodwill held in Obuasi mine
(2)
104                 -                 -
Impairment of abandoned shaft infrastructure and reserve power plant at Obuasi mine
(3)
15                 -                 -
Impairment of goodwill held in Iduapriem mine
(4)
14                 -                 -
Impairment of reserve power plant at Iduapriem mine
(3)
3                 -                 -
Congo
Impairment of exploration assets
(5)
29                 -                 -
South Africa
Below 120 level at TauTona
(6)
16                 -                 -
Guinea
Impairment of obsolete heap leach plant infrastructure
7
-
-
Other
Impairment and write-off of various minor tangible assets and equipment
2
1
6
670                1                6
(1)
In 2008, annual impairment testing for goodwill pursuant to SFAS142 was performed for Geita and it was determined that its goodwill was fully
impaired. The impairment testing for mining assets pursuant to SFAS144 was performed and the estimated fair value of the mining assets did not
support the carrying values and as a result, an impairment of mining assets was recorded. The impairment at Geita mine is due to a combination of
factors such as the lower forward gold curve price, higher discount rates and a change in the mine plan revised mainly due to a reduction in
reserves resulting from resource model changes, grade factors and an increase in the cost of extraction. The reporting unit's fair value was
determined using a real pre-tax discount rate of 11.5 percent.
(2)
In 2008, annual impairment testing for goodwill pursuant to SFAS142 was performed for Obuasi and it was determined that its goodwill was fully
impaired. The goodwill impairment is the result of factors such as the lower forward gold curve price, higher discount rates and a revised mine plan
which incorporates changes in the cost of extraction due to the higher power costs recently experienced in Ghana. The reporting unit's fair value
was determined using a real pre-tax discount rate of 9 percent.
(3)
The reserve power plant has been placed on care and maintenance pending handover to the Volta Regional Authority in 2009. Both Obuasi mine
and Iduapriem mine contributions to the capital cost of the reserve power plant have been impaired as the mines will not derive further economic
benefit.
(4)
In 2008, annual impairment testing for goodwill pursuant to SFAS142 was performed for Iduapriem and it was determined that its goodwill was fully
impaired. The goodwill impairment is the result of factors such as the lower forward gold curve price, higher discount rates and a revised mine plan
which incorporates changes in the cost of extraction due to the higher power costs recently experienced in Ghana. The reporting unit's fair value
was determined using a real pre-tax discount rate of 8.8 percent.
(5)
In terms of the current volatile political situation commercial exploitation appears unlikely at this point and the mineral right value has as a result
been impaired.
(6)
Due to a change in the mine plan resulting from safety related concerns following seismic activity, a portion of the below 120 level development has
been abandoned and will not generate future cash flows.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-25
5.
COSTS AND EXPENSES (continued)
The Company evaluates its held-for-use long lived assets for impairment when events or changes in circumstances
indicate that the related carrying amount may not be recoverable. The carrying value of the related asset is compared to
its fair value based on discounted estimated future cash flows.
The following estimates and assumptions were used by management when reviewing long-lived assets for impairment:
•
the forward gold price curve for the first 10 years, where a forward gold market and quoted prices exist (starting
point based on a 30-day average during the fourth-quarter of 2008 - $783 per ounce; (2007 - $749 per ounce).
Thereafter, the estimated future gold price has been increased by 2.25 percent (2007: 2.25 percent) per annum
over the remaining life of the mines. Although the starting point of the forward gold price curve was higher in 2008
compared with 2007, the slope or rate of escalation of the price curve was lower in 2008. The forward gold price
curve if discounted at US CPI is $817 per ounce (2007: $887 per ounce). These prices have been adjusted for the
effects of including the normal sale forward contracts to arrive at an average received price;
•
Proven and Probable Ore Reserves as well as value beyond proven and probable reserves estimates. For these
purposes Proven and Probable Ore Reserves of approximately 73.5 million ounces (including joint ventures) as at
December 31, 2008 were determined assuming a three year historical average gold price of $730 per ounce,
A$880 per ounce in Australia and R168,984 per kilogram in South Africa;
•
the real pre-tax discount rate is derived from the Company’s weighted average cost of capital (WACC) and risk
factors which is consistent with the basis used in 2007. The WACC of 5.57 percent, which is around 100 basis
points higher than 2007 of 4.53 percent, is based on the average capital structure of the Company and three major
gold companies considered to be appropriate peers. The risk factors considered are country risk as well as project
risk for cash flows relating to mines that are not yet in production and deep level mining projects. The country risk
factor is based on the Company’s internal assessment of country risk relative to the issues experienced in the
countries in which it operates and explores, adjusted by country credit risk rating;
•
foreign currency cash flows are translated at estimated forward exchange rates and then discounted using
appropriate discount rates for that currency;
•
cash flows used in impairment calculations are based on life of mine plans; and
•
variable operating cash flows are increased at local Consumer Price Index (CPI) rates.

The real pre-tax discount rates applied in the 2008 impairment calculations on reporting units with significant assigned
goodwill are as follows:
Percentage
Australia
Sunrise Dam
11.0
Tanzania
Geita
11.5
The factors affecting the estimates include:
•
changes in Proven and Probable Ore Reserves as well as value beyond proven and probable reserves;
•
the grade of Ore Reserves as well as value beyond proven and probable reserves may vary significantly from time
to time;
•
differences between actual commodity prices and commodity price assumptions;
•
unforeseen operational issues; and
•
changes in capital, operating mining, processing and reclamation costs and foreign exchange rates.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-26
5.
COSTS AND EXPENSES (continued)
The carrying value and estimated fair values (on an undiscounted basis) of reporting units that are most sensitive to a
5 percent movement in gold price, ounces and cost assumptions, are:
Carrying amount
$
Estimated fair value
(undiscounted)
$
2008
Brazil
Serra Grande
104                                     358
Ghana
Iduapriem
326                                     378
2007
Brazil
Serra Grande
59                                     364
The carrying value and estimated fair values (on a discounted basis) of reporting units that have goodwill allocated to
them that are most sensitive to a 5 percent movement in gold price, ounces and cost assumptions, are:
Carrying amount
(including goodwill)
$
Estimated fair value
(discounted)
$
2008
Australia
Sunrise Dam
431                                      763
Namibia
Navachab
42                                      181
2007
Australia
Sunrise Dam
529                                      569
Namibia
Navachab
46                                      231
Ghana
Obuasi
1,713                                    1,769
Iduapriem
264                                      406
Tanzania
Geita
1,250                                    1,505
Asset retirement obligations
Long-term environmental obligations comprising decommissioning and restoration are based on the Company’s
environmental management plans, in compliance with the current environmental and regulatory requirements.
$ million
The following is a reconciliation of the total liabilities for asset retirement obligations:
Balance as at December 31, 2007
394
Additions to liabilities
6
Transfers to held for sale
(11)
Liabilities settled
(7)
Accretion expense
22
Change in assumptions
(46)
(1)
Translation
(56)
Balance as at December 31, 2008
302
(1)
Revisions relate to changes in laws and regulations governing the protection of the environment and factors relating to rehabilitation estimates and
a change in the quantities of material in reserves and a corresponding change in the life of mine plan. These liabilities are anticipated to unwind
beyond the end of the life of mine.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-27
5.
COSTS AND EXPENSES (continued)
These liabilities mainly relate to obligations at the Company’s active and inactive mines to perform reclamation and
remediation activities in order to meet applicable existing environmental laws and regulations.
Certain amounts have been contributed to a rehabilitation trust and environmental protection bond under the Company's
control. The monies in the trust and bond are invested primarily in interest bearing debt securities and are included in
Other long-term assets in the Company’s consolidated balance sheet. Cash balances held in the trust and bond are
classified as restricted cash in the Company’s consolidated balance sheets. As at December 31, 2008 and 2007 the
balances held in the trust and bond amounted to $64 million and $80 million, respectively.
Operating lease charges
Operating lease rentals are charged against income in a systematic manner related to the period the leased property
will be used. Lease charges relate mainly to the hire of plant and machinery and other land and buildings.
Operating leases for plant and machinery are for contracts entered into with mining contractors. The contracts are for
specified periods and include escalation clauses. Renewals are at the discretion of the respective operating mine and
allow a right of first refusal on the purchase of the mining equipment in the case of termination of the contract. Certain
contracts include the provision of penalties payable on early exiting or cancellation.
Rental expense
(1)
2008
$
2007
$
2006
$
Comprising of:
Minimum rentals
30               51              40
(1)
Included in production costs for each period presented.
Future minimum rental payments are:
2009
30
2010
18
2011
16
2012
16
2013
15
Thereafter
1
96
(Profit)/loss on sale of assets, realization of loans, indirect taxes and other
2008
$
2007
$
2006
$
Profit on disposal of certain exploration interests in Colombia to B2Gold Corporation
(33)
-
-
Certain royalty and production related payment interests in North America sold to Royal Gold Inc.
(14)
-
-
Profit on disposal of the Company’s 50 percent equity interest held in Nufcor International Limited
(2)
-
-
Deferred income on sale of La Rescatada exploration interest recognized in South America (Peru)
(8)
-
-
Costs relating to the issue of rights granted to E ordinary shareholders
(1)
9
-
-
Loss/(profit) on disposal and abandonment of land, mineral rights and exploration properties
(2)
2             
(10)            (48)
Reassessment of indirect taxes and royalties payable in Guinea
(3)              11
(3)
Reassessment of indirect taxes payable in Tanzania
(15)
7
20
Recovery of exploration costs previously expensed in South Africa and South America (Peru)
(4)
(6)
-
Contractor termination costs in Ghana
1
-
-
Impairment of investments
(3)
6
-
-
Contributions by other members to Nufcor Uranium Trust situated in South Africa
(3)
-
-
Non-recoverable value added state tax
(4)
-
5
9
Buildings destroyed by fire in Guinea
-
3
-
Recovery of loans previously written off
(5)
-
-
(14)
(64)              10
(36)
(1)
Rights offer was completed in early July 2008.
(2)
Refers to the disposal and abandonment of land, mineral rights and exploration properties situated in Brazil, Ghana, South Africa, North America and
Tanzania.
(3)
Impairment of Red 5 Limited shares of $4 million in Australia and Dynasty Gold Corporation shares of $2 million in China. Refer to Note 16.
(4)
Represents the write-off of value added state tax (at AngloGold Ashanti Brasil Mineração and Serra Grande) not expected to be recovered from the
Brazilian Government.
(5)
Related mainly to loans previously expensed as exploration costs as part of funding provided to the Yatela Joint Venture. The Yatela Joint Venture is
accounted for under the equity method. Refer to Note 16.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-28
5.
COSTS AND EXPENSES (continued)
Non-hedge derivative loss
A loss on non-hedge derivatives of $258 million was recorded in 2008 (2007: $808 million, 2006: $208 million) relating
to the use of non-hedging instruments, which represent derivatives not designated in formal hedge accounting
relationships. As such, the change in fair value of such derivatives is recorded each period in the income statement.
The loss primarily relates to changes in the prevailing spot gold price, exchange rates, interest rates, volatilities and
non-performance risk. Realized loss on accelerated settlement of non-hedge derivatives from the hedge close-outs
effected during 2008, amounted to $1,088 million.
In addition, the Company recognized a loss of $150 million during 2008 on forward gold contracts previously qualifying
for the normal sale exemption (which permits the Company to not record such amounts in its financial statements until
the maturity date of the contract) under which the Company had committed to deliver a specified quantity of gold at a
future date in exchange for an agreed price. However, due to the inability of a single counterpart to accept the physical
delivery of gold for the forward contracts expiring in April through June 2008, the Company cash settled such contracts
during the period. Accordingly, the remaining contracts with this counterpart scheduled to mature in later periods did
not meet all of the requirements necessary for them to continue to qualify for the normal sale exemption in future
periods and were accounted for as non-hedge derivatives at fair value on the balanc e sheet as from June 30, 2008, with
changes in fair value reflected in the income statement. During the third quarter of 2008, the Company early cash
settled contracts now designated as non-hedge derivative contracts, with the same counterpart, maturing in July 2008
through August 2009.
Other operating items
2008
$
2007
$
2006
$
Comprising of:
Realized loss on other commodity contracts
32
-
-
Provision (reversed)/raised on loss on future deliveries of other commodities
(5)
(13)
15
Unrealized (gain)/loss on other commodity physical borrowings
(8)
(3)
1
19
(16)
16
6.
RELATED PARTY TRANSACTIONS
During April 2006, Anglo American plc (AA plc) reduced its shareholding in the Company to less than 50 percent
interest held. As at December 31, 2008, AA plc and its subsidiaries held an effective 16.17 percent
(2007: 16.58 percent) interest in AngloGold Ashanti. On March 17, 2009, AA plc disposed of its entire remaining
shareholding in the Company. The Company had the following transactions with related parties during the years ended
December 31, 2008, 2007 and 2006:
December 31, 2008
December 31, 2007
December 31, 2006
(in millions)
Purchases
(by)/from
related party
$
Amounts
owed to/(by)
related party
$
Purchases
(by)/from
related party
$
Amounts
owed to/(by)
related party
$
Purchases
(by)/from
related party
$
Related party transactions with
significant shareholder AA plc
-
-
-
-
1
Related party transactions with
subsidiaries of AA plc
-
-
-
-
7
Related party transactions of equity
accounted joint ventures and
associates
AGA Polymetal Strategic Alliance
-
(3)
-
-
-
Margaret Water Company
1
-
-
-
-
Oro Group (Proprietary) Limited
-
(1)
-
(2)
-
Societe d'Exploitation des Mines d'Or
de Sadiola S.A.
(5)                      (2)                    (7)                      (2)
(4)
Societe d'Exploitation des Mines d'Or
de
Yatela
S.A.
(1)                      (1)                     (3)                    (1)
(6)
Societe des Mines de Morila S.A.
(5)
(1)
(5)
(2)
(4)
Trans-Siberian Gold plc
-
(1)
(1)
(11)
-
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-29
6.
RELATED PARTY TRANSACTIONS (continued)

Amounts owed to/due by joint venture related parties and the loan balance due to Goldmed Medical Scheme of
$1 million (2007: $1 million), are unsecured, non-interest bearing and under terms that are no less favorable than those
with third parties.

The loan advanced to Trans-Siberian Gold plc amounted to $10 million as at December 31, 2007. In 2008, $4 million of
this loan was repaid and the balance of $6 million was converted into equity of Trans-Siberian Gold plc.

The AGA-Polymetal Strategic Alliance (joint venture) loan of $3 million advanced during 2008, is interest free and is
repayable on demand at any time after profits have been generated by the joint venture.

The Oro Group (Proprietary) Limited loan of $1 million (2007: $2 million) bears interest at a rate determined by the Oro
Group (Proprietary) Limited’s board of directors and is repayable at their discretion.

The Company, which holds an equity interest of 29.7 percent in Trans-Siberian Gold plc (TSG), entered into a
transaction during the quarter ended June 30, 2007 with TSG in which two companies were acquired from TSG for a
consideration of $40 million. The companies acquired consist of Amikan and AS APK.

In connection with the relocation of Roberto Carvalho Silva, a former executive director of the Company who retired in
2007, to Nova Lima, Brazil, in 2000, Mr. Carvalho Silva commenced renting a house in Nova Lima from a Brazilian
subsidiary of the Company. Mr. Carvalho Silva purchased the house from the Company’s subsidiary in January 2005.
The total purchase price of the house was BRL1,150,000 ($429,923). Mr. Carvalho agreed to pay the purchase price of
the house in 60 installments, the first being BRL19,167.70 and 59 installments of BRL19,166.65 each, starting on
January 28, 2005. Such monthly instal lments were adjusted annually by the cumulative INPC (a Consumer Price Index
in Brazil) in lieu of interest. As at December 31, 2006, BRL728,580 ($340,458) of the purchase price remained to be
paid to the Company’s subsidiary, with BRL657,717 ($341,352) remaining to be paid as at June 20, 2007. The
remaining balance was repaid on or about August 31, 2007.

A Brazilian subsidiary of the Company received marketing, communications and corporate affairs services from a
Brazilian company in which a son of Roberto Carvalho Silva owns a one-third interest. The amounts paid by the
Company’s subsidiary to this company in respect of such services during the years were: 2007: BRL634,023 ($329,055)
and in 2006: BRL903,465 ($414,433). The Company terminated the agreement with the Brazilian marketing,
communications and corporate affairs services company effective July 2007.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-30
7.
TAXATION
2008
$
2007
$
2006
$
Income/(loss) from continuing operations before income tax, equity income, minority interests
and cumulative effect of accounting change was derived from the following jurisdictions:
South Africa
251
(44)
79
Argentina
(13)
56
40
Australia
(69)
81
106
Brazil
86
21
114
Ghana
(222)           207)           (128)
Guinea
55
(106)
(53)
Mali
1
5
6
Namibia
(2)
9
18
Tanzania
(546)          (383)            (213)
USA
127            (93)             (23)
Other, including Corporate and Non-gold producing subsidiaries
(41)
(50)
(42)
(373)           (711)            (96)
(Charge)/benefit for income taxes attributable to continuing operations is as follows:
Current:
South Africa
(1)
(20)             (92)            (66)
Argentina
(1)            (10)             (13)
Australia
(2)
3
(37)
(25)
Brazil
(33)            (38)             (38)
Ghana
(5)                -
(5)
Guinea
(3)
(24)
-
-
Mali
(1)              (2)               (2)
Namibia
(6)              (7)               (4)
Tanzania
4
(3)
(1)
USA
-
(1)
-
Other
(11)               (1)              (2)
Total current
(94)            (191)          (156)
(1)
The reduction in the tax charge in 2008 mainly relates to losses on the early settlement of the hedges.
The increase in the taxation charge in 2007 and 2006 partly relates to the higher gold price and utilization
of unredeemed capital expenditure.
(2)
Sunrise Dam’s taxable income has reduced considerably following the completion of the mining in the
megapit during the year.
(3)
Siguiri has utilized the historic assessed losses and unredeemed capital allowances brought forward
assisted by the improved grade and plant utilization which resulted in taxable income.
Deferred:
South Africa
(1)
(40)
52
(16)
Argentina
6
(1)              (2)
Australia
(4)
10
(4)
Brazil
(22)
(20)               4
Ghana
(2)
10
32
39
Guinea
(9)
(2)             (2)
Mali
-
-
-
Namibia
(1)
1
(3)
Tanzania
(3)
122
7
20
USA
-
-
-
Other
10
(6)             (2)
Total deferred
72
73
34
Total income and mining tax expense
(22)           (118)          (122)
(1)
Mining tax on mining income in South Africa is determined according to a formula which adjusts the tax
rate in accordance with the ratio of profit to revenue from operations. This formula also allows an initial
portion of mining income to be free of tax. Non-mining income is taxed at a standard rate. Estimated
deferred taxation rates reflect the future anticipated taxation rates at the time temporary differences
reverse.
During 2008, 2007 and 2006, deferred taxation was provided at a future anticipated taxation rate ranging
between 36 percent and 38 percent for 2008, 39 percent and 37 percent for 2007, and in 2006 at
37 percent and 38 percent, respectively.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-31
7.
TAXATION (continued)
The effect of the change in estimates on the results for 2008, 2007 and 2006 were as follows:
Year ended December 31
2008                                               2007                                                  2006
Impact
$
Per basic
and diluted
common share
(a)(b)
cents
Impact
$
Per basic
and diluted
common share
(a)(b)
cents
Impact
$
Per basic
and diluted
common share
(a)(b)
cents
Net income
4
1
23
8
65
24
(a)
Per basic and diluted ordinary and E ordinary shares.
(b)
The calculation of diluted earnings per common share for 2008, 2007 and 2006 did not assume the effect
of 15,384,615 shares issuable upon exercise of Convertible Bonds and 872,373, 575,316 and
854,643 shares, respectively, issuable upon the exercise of stock incentive options as their effects are
anti-dilutive for these periods.
(2)
The 2008 benefit is due to the continuing net increase in the capital allowances at Obuasi as a result of the
high capital expenditure. The deferred tax benefit in 2007 included $28 million arising from the deferred
tax asset recognized on the increase in unredeemed capital expenditure allowances. The deferred tax
benefit in 2006 included $21 million resulting from an extension of tax losses granted by the Ghanaian
Taxation Authorities which would have been forfeited during that year.
(3)
The deferred tax benefit in 2008 relates to the impairment of mining assets at Geita.
The unutilized tax losses of the North American operations which are available for offset against
future profits earned in the United States, amount to $339 million (2007: $248 million,
2006: $277 million).

The unutilized tax losses of the Australian operation which are available for offset against future
capital gains amounts to $184 million.
2008
$
Analysis of unrecognized tax losses
Assessed losses utilized during the year
-
Unutilized tax losses remaining to be used against future profits requires utilization in the
following periods:
Within one year
-
Within one and two years
127
Within two and five years
4
In excess of five years
392
523
2008          2007             2006
$               $                 $
Reconciliation between corporate income tax and statutory income tax is as follows:
Corporate income tax at statutory rates
(131)
(263)
(36)
Formula variation in mining taxation rate
(1)
(3)
(2)
Disallowable expenditure
(1)
47
388
135
Effect of income tax rates of other countries
118
(9)
(38)
Impact of change in estimated deferred taxation rate
4
23
65
Other
(15)            (18)              (2)
Total income and mining tax expense
22
118
122
(1)
Disallowable expenditure includes the impact of hedge losses in non-taxable jurisdictions and share expense costs.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-32
7.
TAXATION (continued)
2008
$
2007
$
Deferred taxation liabilities and assets on the balance sheet as of December 31, 2008 and 2007,
relate to the following:
Deferred taxation liabilities:
Depreciation, depletion and amortization
1,309
1,778
Product inventory not taxed
15
23
Derivatives
-
72
Other comprehensive income deferred taxation
54
18
Other
3
4
Total
1,381
1,895
Deferred taxation assets:
Provisions, including rehabilitation accruals
(181)
(210)
Derivatives
(43)             (97)
Other comprehensive income deferred taxation
(161)
(273)
Other
(9)             (10)
Tax loss carry forwards
(382)           (366)
Total
(776)           (956)
Less: Valuation allowances
226
99
Total
550
857
Disclosed as follows:
Long-term portion deferred taxation assets
51
37
Short-term portion classified as other current assets
150
275
Long-term portion deferred taxation liabilities
1,008
1,345
Short-term portion classified as other current liabilities. Refer to Note 18.
24
5
The classification of deferred taxation assets is based on the related asset or liability
creating the deferred taxation. Deferred taxes not related to a specific asset or liability
are classified based on the estimated period of reversal. As at December 31, 2008,
the Company had non-mining losses in South Africa of $103 million
(2007: $nil million), on which deferred tax had been provided at the future anticipated
tax rate of 35 percent.
Unremitted earnings of foreign subsidiaries and foreign incorporated joint
ventures
Dividends from incorporated joint ventures may be remitted to the Company without
being subject to income or withholding taxes. No provision is made for the income
tax effect that may arise on the remittance of unremitted earnings by certain foreign
subsidiaries. It is management’s intention that these earnings will be permanently re-
invested. The amounts of these unremitted earnings as at December 31, 2008 totaled
$1,104 million (2007: $1,155 million). In the event that the Company repatriated these
earnings, income taxes and withholding taxes may be incurred. The determination of
such taxes is subject to various complex calculations and accordingly, the Company
has determined that it is impractical to estimate the amount of the deferred tax liability
on such unremitted earnings.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-33
7.
TAXATION (continued)

Analysis of valuation allowances
The movement in valuation allowances for the three years in the period ended December 31, is summarized as follows:
Balance at beginning
of period
$
Provision/ (benefit)
expenses
$
Balance at end
of period
$
Year ended December 31, 2008
- Valuation allowance
98
128
226
Year ended December 31, 2007
- Valuation allowance
97
1
98
Year ended December 31, 2006
- Valuation allowance
112
(15)
97
The deferred tax assets for the respective periods were assessed for recoverability
and, where applicable, a valuation allowance recorded to reduce the total deferred tax
asset to an amount that will, more likely than not, be realized. The valuation
allowance relates primarily to certain net operating loss carryforwards, tax credit
carryforwards and deductible temporary differences for which it is more likely than not
that these items will not be realized.
Although realization is not assured, we have concluded that it is more-likely-than-not
that the deferred tax assets for which a valuation allowance was determined to be
unnecessary will be realized based on the available evidence, including scheduling of
deferred tax liabilities and projected income from operating activities. The amount of
the net deferred tax assets considered realizable, however, could change in the near
term if actual future income or income tax rates differ from that estimated, or if there
are differences in the timing or amount of future reversals of existing taxable or
deductible temporary differences.

Uncertain tax positions
As at December 31, 2008 and 2007, the Company had $106 million and $134 million, respectively, of total unrecognized
tax benefits which, if recognized, would affect the Company’s effective income tax rate.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
2008
$
2007
$
Balance at January 1,
134
109
Additions for tax positions of prior years
9
22
Translation
(37)                          3
Balance at December 31,
106
134
The Company’s continuing practice is to recognize interest and penalties related to unrecognized tax benefits as part of
its income tax expense. During the years ended December 31, 2008, 2007 and 2006, the Company recognized
approximately $6 million, $9 million and $4 million, respectively, in interest. The Company had approximately
$34 million and $38 million for the payment of interest accrued as at December 31, 2008 and 2007, respectively.

As at December 31, 2008, the Company's South African tax assessment for the years 2001 - 2003 remain open to
scrutiny by the South African Revenue Service. As at December 31, 2008, in South Africa, the Company's assessments
due from the tax authorities for 2004 and all subsequent years have yet to be received. It is possible that the Company
will receive assessments during the next twelve months, which may have an effect on uncertain tax positions.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-34
7.
TAXATION (continued)

In other jurisdictions, the revenue system is based on a self-assessment process, all tax filings due by
December 31, 2008 have been filed, and the self-assessed position recorded in the consolidated financial statements.
The legislation of individual jurisdictions provides for different periods for the authorities to review the filings with
specified expiry dates. The Company is disputing assessments received in some jurisdictions where it operates and
these arguments are under consideration by the authorities. Based on current legal advice, the Company does not
expect the resolution will significantly affect the Company's consolidated financial statements.

8.
DISCONTINUED OPERATIONS
The Ergo reclamation surface operation, which forms part of the South African
operations, has been discontinued. After a detailed investigation of several options
mining operations at Ergo ceased in 2005. Site restoration activities continued after
the mining operation was discontinued. The pre-tax gain on disposal of $27 million
recorded in 2008 relates to the remaining moveable and immovable assets of Ergo,
that were sold by the Company to ERGO Mining (Pty) Limited a joint venture between
Mintails South Africa (Pty) Limited and DRD South African Operations (Pty) Limited.
The transaction was approved by the Competition Commissioner on May 5, 2008 and
ERGO Mining (Pty) Limited will operate, in terms of an agreement for its own account,
under the AngloGold Ashanti mineral authorizations until the mining rights have been
approved by the Minister of Minerals and Energy for transfer to ERGO Mining (Pty)
Limited. The environmental rehabilitation liability remains with the Company until all
the resolutive sale conditions have been met.
The Company reclassified the income statement results from the historical
presentation to profit/(loss) from discontinued operations in the consolidated income
statement. The consolidated cash flow statement has been reclassified for
discontinued operations. The results of Ergo for the years ended December 31, 2008,
2007 and 2006, are summarized as follows:
Year ended December 31,
2008                                                                   2007                                                                2006
$         (cents)
(1)(3)
(cents)
(2)(3)
$       (cents)
(1)(3)
(cents)
(2)(3)
$
(cents)
(1)(3)
(cents)
(2)(3)
Revenue
-
-
-
1
-
-
4
1
-
Costs, expenses and recoveries
1
-
-
5
2
1
2
1
-
Gain on disposal
27
8
5
-
-
-
-
-
-
Pre-tax profit
28
8
5
6
2
1
6
2
-
Taxation                                                                      (5)
(1)
(1)
(4)
(1)
(1)
-
-
-
Net profit attributable to discontinued
operations
23
7
4
2
1
-
6
2
-
(1)
Per basic and diluted ordinary shares.
(2)
Per basic and diluted E ordinary shares.
(3)
Basic and diluted earnings/(loss) per common share. The calculation of diluted earnings/(loss) per common share for 2008, 2007 and 2006 did not
assume the effect of 15,384,615 shares, issuable upon the exercise of Convertible Bond as their effects are anti-dilutive for these periods. The
calculation of diluted earnings/(loss) per common share for 2008, 2007 and 2006 did not assume the effect of 872,373, 575,316 and 854,643
shares, respectively, issuable upon the exercise of stock incentive options as their effects are anti-dilutive for these periods. The calculation of
diluted earnings/(loss) per common share for 2008, 2007 and 2006 did not assume the effect of conversion of E Ordinary shares as the Company
recorded a loss from continuing operations during these periods.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-35
9.
LOSS PER COMMON SHARE
2008
$
2007
$
2006
$
The following table sets forth the computation of basic and diluted loss per share
(in millions, except per share data):
Numerator
Loss from continuing operations
(586)                 (816)                   (148)
Discontinued operations
23
2
6
Net
loss
(563)                  (814)                   (142)
Less
Dividends:
Ordinary shares
41
124
107
E Ordinary shares
-
1
-
Undistributed
losses
(604)                  (939)                   (249)
Ordinary shares undistributed losses
(600)
(932)
(249)
E Ordinary shares undistributed losses
(1)
(4)
(7)
-
Total undistributed losses
(604)
(939)
(249)
Denominator for basic loss per ordinary share
Ordinary shares
312,610,124
276,805,309
272,214,937
Fully vested options
(2)
547,460
531,983
398,326
Weighted average number of ordinary shares
313,157,584
277,337,292
272,613,263
Effect of dilutive potential ordinary shares
Dilutive potential of stock incentive options
(3)
-
-
-
Dilutive potential of convertible bonds
(4)
-
-
-
Dilutive potential of E Ordinary shares
(5)
-
-
-
Denominator for diluted loss per share – adjusted weighted average number
of ordinary shares and assumed conversions
313,157,584
277,337,292
272,613,263
Weighted average number of E Ordinary shares used in calculation of basic
and diluted loss per E Ordinary share
4,046,364
4,117,815
194,954
Loss per share (cents)
From continuing operations
Ordinary shares
(186)
(293)
(54)
E
Ordinary
shares
(93)
(146)
(91)
Ordinary shares – diluted
(186)
(293)
(54)
E Ordinary shares – diluted
(93)
(146)
(91)
Discontinued operations
Ordinary shares
7
1
2
E Ordinary shares
4
-
-
Ordinary shares – diluted
7
1
2
E Ordinary shares – diluted
4
-
-
Net loss
Ordinary shares
(179)
(292)
(52)
E
Ordinary
shares
(89)
(146)
(91)
Ordinary shares – diluted
(179)
(292)
(52)
E Ordinary shares – diluted
(89)
(146)
(91)
(1)
Less than $1 million in 2006.
(2)
Compensation awards are included in the calculation of basic loss per common share from when the necessary conditions have been met, and it is
virtually certain that shares will be issued as a result of employees exercising their options.
(3)
The calculation of diluted loss per common share for 2008, 2007 and 2006 did not assume the effect of 872,373, 575,316 and 854,643 shares,
respectively, issuable upon the exercise of stock incentive options as their effects are anti-dilutive for these periods.
(4)
The calculation of diluted loss per common share for 2008, 2007 and 2006 did not assume the effect of 15,384,615 shares issuable upon the exercise
of Convertible Bonds as their effects are anti-dilutive for these periods.
(5)
The calculation of diluted loss per common share for 2008, 2007 and 2006 did not assume the effect of conversion of E Ordinary shares as the
Company recorded a loss from continuing operations during these periods.
10.
RESTRICTED CASH
2008
$
2007
$
Cash classified as restricted for use comprise of the following:
Cash restricted by prudential solvency requirements
9
7
Cash balances held by the Environmental Rehabilitation Trust Funds
34
24
Other
1
1
Cash balances held by the Boddington expansion
-
5
44
37
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-36
11.
OTHER RECEIVABLES
2008
$
2007
$
Prepayments and accrued income
107               72
Interest receivable
1                 2
Other debtors
9               13
117               87
12.
INVENTORIES
Short-term:
Gold in process
118
133
Gold on hand (doré/bullion)
37
35
Ore stockpiles
182
166
Uranium oxide and sulfuric acid
24
13
Supplies
240
225
601
572
Less: Heap leach inventory
(1)
(49)             (49)
552
523
(1)
Short-term portion relating to heap leach inventory classified separate, as materials on the leach pad.
Long-term:
Gold in process
261
190
Ore stockpiles
39
83
Supplies
1
1
301
274
Less: Heap leach inventory
(1)
(261)           (190)
40
84
(1)
Long-term portion relating to heap leach inventory classified separate, as materials on the leach pad.
The Company recorded aggregate write-downs of $35 million, $29 million and
$2 million for the years ended December 31, 2008, 2007 and 2006, respectively, to
reduce the carrying value of inventories to net realizable value. Inventory write-downs
are included in production costs.
13.
PROPERTY, PLANT AND EQUIPMENT, NET
Mine development
(1)
4,642
5,388
Buildings and mine infrastructure
2,627
2,729
Mineral rights and other
1,032
1,071
Land
25
28
8,326
9,216
Accumulated depreciation, depletion and amortization
(3,561)
(3,689)
Net book value December 31,
4,765
5,527
(1)
Includes interest capitalized of $30 million (2007: $10 million). Refer to Note 5.
Mining assets with a net book value of $27 million (2007: $39 million) are encumbered
by capital leases. Refer to Note 20.
14.
ACQUIRED PROPERTIES, NET
Acquired properties, at cost
1,868
2,174
Accumulated amortization
(1,054)          (894)
Net book value December 31,
814
1,280
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-37
15.
GOODWILL AND OTHER INTANGIBLES

Goodwill
The carrying amount of goodwill by reporting unit as of December 31, 2008 and 2007 and changes in the carrying
amount of goodwill are summarized as follows:
USA
$
Australia
$
Ghana
$
Guinea
$
Namibia
$
Tanzania
$
Total
$
Balance at January 1, 2007
-
232
118
10
1
181
542
Translation
-
27
-
-
-
-
27
Balance at December 31, 2007
-
259
118
10
1
181
569
Golden Cycle Gold Corporation acquisition
(1)
18
-
-
-
-
-
18
Transfers to assets held for sale
(2)
-
(103)
-
-
-
-
(103)
Impairment losses
(3)
-
-
(118)
-
-
(181)
(299)
Translation
-
(53)
-
-
-
-
(53)
Balance at December 31, 2008
18
103
-
10
1
-
132
(1)
Purchase price allocation for acquisition of remaining 33 percent shareholding in Cripple Creek & Victor Gold Mining Company, effective July 1, 2008.
(2)
Goodwill of Boddington mine reclassified as held for sale. Refer to Note 17.
(3)
During 2008, the Company recorded goodwill impairment losses for Obuasi ($104 million), Iduapriem ($14 million) and Geita ($181 million),
respectively. Refer to Note 5 – Impairment of assets.
2008
$
2007
$
Other intangibles, net:
Royalty rate concession agreement
(1)
Gross carrying value
29
29
Accumulated amortization
(9)               (7)
20
22
(1)
The government of Ghana agreed to a concession on royalty payments at a fixed rate of 3 percent per
year for a period of fifteen years from 2004. The fair value of the royalty rate concession is amortized on a
straight line basis with nil residual value.
Amortization expense included in the consolidated statements of income amounted to $2 million for 2008
(2007: $2 million, 2006: $2 million).
2008
$
Based on carrying value at December 31, 2008, the estimated aggregate amortization expense
for each of the next five years is as follows:
2009
2
2010
2
2011
2
2012
2
2013
2
16.
OTHER LONG-TERM ASSETS
2008
$
2007
$
Investments in affiliates – unlisted
4                 6
Investments in affiliates – listed
5               15
Investments in equity accounted joint ventures
272
337
Carrying value of equity method investments
281             358
Investment in marketable equity securities – available for sale
26              34
Investment in marketable debt securities – held to maturity
11              15
Investment in non-marketable assets – held to maturity
3                2
Investment in non-marketable debt securities – held to maturity
35              52
Other non-current assets
65              98
421            559

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-38
16.
OTHER LONG-TERM ASSETS (continued)
Investments in affiliates
Unlisted
The Company holds a 25 percent (2007: 25.0 percent) interest in Oro Group
(Proprietary) Limited which is involved in the manufacture and wholesale of jewellery.
The year end of Oro Group (Proprietary) Limited is March. Results are included for the
twelve months ended September 30, 2008, adjusted for material transactions. On
September 21, 2006, Oro Group (Proprietary) Limited repaid a shareholders loan of
$1 million originally granted in 2000. The loan granted to Oro Group (Proprietary)
Limited of $1 million (2007: $2 million) bears interest at a rate determined by the Oro
Group (Proprietary) Limited’s board of directors and is repayable at their discretion.
Listed
The Company holds a 29.7 percent (2007: 29.8 percent) interest in Trans-Siberian
Gold plc which is involved in the exploration and development of gold mines. The
Company’s initial 17.5 percent equity interest was increased to 29.9 percent on
May 31, 2005. The year end of Trans-Siberian Gold plc is December. Results are
included for the twelve months ended September 30, 2008, adjusted for material
transactions. On June 27, 2006, the Company advanced a loan of $10 million to
Trans-Siberian Gold plc at LIBOR plus 4 percent of which $4 million has been repaid
during 2008 and the balance of $6 million was converted into equity. The market
value of the Company’s share of the listed affiliate as at December 31, 2008 is
$5 million. During the years ended December 31, 2008, 2007 and 2006, the
Company recorded impairment losses of $8 million, $14 million and $7 million on it s
investment.
Investments in equity accounted joint ventures
The Company holds the following interests in incorporated mining joint ventures, of
which the significant financial operating policies are, by contractual arrangement,
jointly controlled:
December 31,
2008
percentage held
December 31,
2007
percentage held
Nufcor International Limited
(1)
-                      50.00
Sadiola
38.00                      38.00
Morila
40.00                      40.00
Yatela
40.00                      40.00
AGA – Polymetal Strategic Alliance
(2)
50.00                            -
(1)
The Company disposed of its 50 percent equity interest, held in Nufcor International Limited during 2008.
(2)
The Company holds a 50.0 percent interest in AGA-Polymetal Strategic Alliance (joint venture) which is
involved in the exploration and development of gold mines. In 2008 the Company advanced an interest
free loan of $3 million to the joint venture. The loan is repayable on demand, only once profits have been
generated. The year end of AGA-Polymetal Strategic Alliance is December. Results are included for the
twelve months ended September 30, 2008, adjusted for material transactions. The joint venture
agreement was finalized during 2008.
During 2008, the Company recorded an impairment of $48 million relating to its interest held in Morila, based on the
investment’s future cash flows. The impairment is reflected in equity (loss)/income in affiliates for 2008.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-39
16.
OTHER LONG-TERM ASSETS (continued)
2008
$
2007
$
Investment in marketable equity securities – available for sale
26
(1)
34
Available for sale investments in marketable equity securities consists of investments
in ordinary shares.
Total gains, net of related taxation, on marketable equity securities included in other
comprehensive income during the year amount to $2 million (2007: $4 million). Total
losses, net of related taxation, on marketable equity securities included in other
comprehensive income during the year amount to $29 million (2007: $4 million) which
includes $21 million relating to the Company’s B2Gold investment as at
December 31, 2008. The Company has considered the effect of the current market
conditions evaluating its intent and ability to hold B2Gold until these losses are
recovered. The Company’s purpose in effecting the B2Gold transaction in 2008 was
to build on its Colombian strategy of continuing to leverage its advantage through
developing its exploration projects, both in its own right and together with partners like
B2Gold. B2Gold has consistently been reporting increases in exploration results of
various undeveloped properties. The Company has sufficient resources to continue to
finance and support its strategic goal and will be able to do so in the foreseeable
future. In addition to the investment in B2Gold, the Company holds various equities
as strategic investments in gold exploration companies. Three of the strategic
investments are in an unrealized loss position and the Company has the intent and
ability to hold these investments until the losses are recovered.
Less than
12 months
$
More than
12 months
$
Total
$
2008
Aggregate fair value of investments with
unrealized losses
9
8
17
Aggregate unrealized losses
(21)
(10)
(31)
2007
Aggregate fair value of investments with
unrealized losses
-
11
11
Aggregate unrealized losses
-
(6)
(6)
Investment in marketable debt securities – held to maturity
11
15
Investments in marketable securities represent held to maturity government and
corporate bonds.
Investment in non-marketable assets – held to maturity
3
2
Investments in non-marketable assets represent secured loans and receivables
secured by pledge of assets.
Investment in non-marketable debt securities – held to maturity
35
52
Investments in non-marketable securities represent the held to maturity fixed-term
deposits required by legislation for the Environmental Rehabilitation Trust Fund and
Nufcor Uranium Trust Fund.
(1)
Impairments of Red 5 Limited shares of $4 million in Australia and Dynasty Gold Corporation shares of
$2 million in China during 2008. Investments were impaired due to a decline in value and is not expected
to recover the full cost of the investment over the near term. The quoted market prices of these
investments have dropped significantly and there is no evidence to indicate that they will recover in the
near term. The impairment resulted in a transfer of fair value adjustments previously included in other
comprehensive income to the income statement in 2008.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-40
16.
OTHER LONG-TERM ASSETS (continued)
2008
$
2007
$
As of December 31, 2008 the contractual maturities of debt securities were as follows:
Marketable debt securities
Up to three years
5
Three to seven years
1
Seven to twelve years
5
11
Non-marketable debt securities
Less than one year
35
Fair values of the held to maturity debt securities at December 31, 2008 and 2007
approximate cost.
Other non-current assets
Unsecured
Other loans and assets
(1)
3
41
Non-current debtors
Prepayments and accrued income
11
8
Recoverable tax, rebates, levies and duties
35
47
Other debtors
16
-
Other trade debtor
-
2
65
98
(1)
Other comprises loans and receivables of $1 million (2007: $2 million) measured at amortized cost and
post retirement assets of $2 million (2007: $39 million) measured according to the employee benefits
accounting policy.
Equity accounted joint ventures
Summarized financial statements of the joint ventures which have been equity
accounted are as follows (100 percent shown):
2008
$
2007
$
2006
$
Statements of income for the period
Sales and other income
464
716
817
Costs and expenses
(727)
(465)
(465)
Taxation
(97)         (115)          (90)
Net (loss)/income
(360)
136
262
Balance sheets at December 31,
Non-current assets
496
697
Current assets
472
506
968
1,203
Long-term liabilities
(66)        (102)
Loans from shareholders
(7)
(9)
Current liabilities
(219)         (257)
Net assets
676
835
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-41

17.
ASSETS AND LIABILITIES HELD FOR SALE
2008
$
2007
$
Effective December 31, 2008, the 33.33 percent interest in the unincorporated joint
venture in Boddington Gold Mine in Australia was classified as held for sale. The
interest in Boddington Gold Mine was previously recognized as a combination of
tangible assets, goodwill, current assets and current and long-term liabilities. The
33.33 percent unincorporated joint venture interest in the Boddington Gold Mine was
sold, subject to conditions precedent, to Newmont Mining Corporation.
In terms of the sale agreement the purchase consideration consists of three
components: an initial cash payment upon the fulfillment of all conditions precedent to
the transaction; a further combination of Newmont shares; and/or a cash payment and
future royalty payments.
Completion is subject to conditions precedent in terms of the sale agreement
including: finalization of Newmont’s financing; the receipt, to the extent required, of
Ministerial consents and/or other Government agency approvals in Australia; the
approval of the South African Reserve Bank and the Australian Foreign Investment
Review Board; the execution by certain third parties of agreements with respect to the
assignment of material tenements and land as related to the Boddington Gold Mine;
and the receipt of certain other applicable third party approvals and consent. At
December 31, 2007 net assets for Boddington Gold Mine amounted to $458 million.
739
-
Effective December 2007, Rand Refinery Limited in South Africa (a subsidiary of the
Company) allocated parts of its premises that were no longer utilized (previously
recognized as a tangible asset), to held for sale. On April 1, 2008, a sale agreement
was concluded subject to achievement of the suspensive condition regarding rezoning
of the land and transfer of title deeds.
1
1
Effective June 30, 2005, the investment in the Weltevreden mining rights, located in
South Africa was classified as held for sale. During the quarter ended June 30, 2008
the investment in the Weltevreden mining rights was reclassified from held for sale to
Property, plant and equipment because the conditions precedent in the sale
agreement with Aflease Gold and Uranium Resources Limited were not fulfilled and
the Company has no current prospective buyers to complete negotiations within a
twelve month period. The reclassification of the Weltevreden mining rights from held
for sale to held for use, resulted in a charge of $5 million which is included in loss from
continuing operations for the year ended December 31, 2008.
-
14
Effective June 30, 2007, exploration properties acquired from Trans-Siberian Gold plc
in Russia were classified as held for sale. The cash sale of these exploration
properties formed part of the joint venture between Polymetal and AngloGold Ashanti,
which was concluded during the quarter ended March 31, 2008.
-
15
The remaining moveable and immovable assets of Ergo, the surface dump
reclamation operation east of Johannesburg, which ceased mining operations in
March 2005, was sold by the Company to ERGO Mining (Pty) Limited a joint venture
between Mintails South Africa (Pty) Limited and DRD South African Operations (Pty)
Limited during the quarter ended June 30, 2008.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-42
17.
ASSETS AND LIABILITIES HELD FOR SALE (continued)
2008
$
2007
$
As at December 31, 2008 and 2007 the carrying amounts of major classes of assets
and liabilities classified as held for sale, included:
Cash and cash equivalents
2
-
Trade and other receivables
10
-
Inventories
2
-
Property, plant and equipment
651
16
Acquired properties
14
15
Goodwill
103
-
Trade and other payables
(31)
-
Deferred taxation
-
(1)
Provision for environmental rehabilitation
(11)
-
Net assets
740
30
18.
OTHER CURRENT LIABILITIES
Deferred income
5              20
Deferred taxation. Refer to Note 7.
24               5
Accrual for power
24             17
Unearned premiums
27             43
$1.0 billion term loan facility fee accrual
21
-
Other (including accrued liabilities)
43
47
144            132
19.
OTHER NON-CURRENT LIABILITIES
Deferred income
7             11
Taxation
106           134
Other creditors
4                -
Related parties
-                1
117           146
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-43
20.
LONG-TERM DEBT
2008
$
2007
$
Unsecured
Convertible bond
(1)
1,008         1,008
Fixed semi-annual coupon of 2.375 percent per annum. The bond is convertible, at
the holders’ option, into ADSs up to February 2009 and is US dollar-based. The bond
is convertible at a price of $65.00 per ADS.
Syndicated loan facility ($1,150 million) - Drawn down in US and
Australian dollars
(2)
842            526
Interest charged at LIBOR plus 0.4 percent per annum. Loan is repayable in
December 2010 and is US dollar-based. The loan is subject to debt covenant
arrangements for which no default event occurred.
Standard Bank Argentina S.A.
23
-
Interest is charged at an average rate of 8.83 percent per annum. Loans are
repayable in January, February and April 2009 and are US dollar-based.
Santander Banespa
11                -
Interest is charged at LIBOR plus 1.45 percent per annum. Loan is repayable in
monthly installments terminating in September 2011 and is Brazilian real-based.
Santander Rio S.A.
6
-
Interest is charged at an average rate of 6.75 percent per annum. Loans are
repayable in January and March 2009 and are US dollar-based.
Banco Itaú S.A.
5                -
Interest is charged at a rate of 6.38 percent per annum. Loan is repayable in
February 2009 and is US dollar-based.
Banco Itaú Buen Ayre S.A.
4
-
Interest is charged at a rate of 8.75 percent per annum. Loan is repayable in
March 2009 and is US dollar-based.
Banco Bradesco S.A.
4                -
Interest is charged at an average rate of 7.49 percent per annum. Loans are
repayable in April and June 2009 and are US dollar-based.
Unibanco S.A.
3                -
Interest is charged at a rate of 6.3 percent per annum. Loan is repayable in
February 2009 and is US dollar-based.
JP Morgan Chase Bank, N.A.
3
-
Interest is charged at a rate of 3.72 percent per annum. Loan is repayable in
January 2009 and is US dollar-based.
Corporate bond
(3)
-
304
Fixed semi-annual coupon of 10.5 percent per annum. The bond was repaid on
August 28, 2008 and was ZAR-based.
Total unsecured borrowings
1,909          1,838
Secured
Capital leases
Turbine Square Two (Proprietary) Limited
(4)
27
37
The leases are capitalized at an implied interest rate of 9.8 percent per annum. Lease
payments are due in monthly installments terminating in March 2022 and are ZAR-
based. The buildings financed are used as security for these loans. Refer to Note 13.
Senstar Capital Corporation
(5)
3
5
Interest charged at a weighted average rate of 6.6 percent per annum. Loans are
repayable in monthly installments terminating in November 2009 and are US dollar-
based. The equipment financed is used as security for these loans. Refer to Note 13.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-44
20.
LONG-TERM DEBT (continued)
2008
$
2007
$
CSI Latina Arrendamento Mercantil S.A.
(6)
1
1
Interest charged at a rate of 11.7 percent per annum. Loan is repayable in monthly
installments terminating in May 2011 and is Brazilian real-based. The equipment
financed is used as security for this loan. Refer to Note 13.
Terex Africa (Proprietary) Limited
-
2
Interest charged at a rate of 9.0 percent per annum. Loan was repaid in January 2008
and was US dollar-based. The equipment financed was used as security for this loan.
Refer to Note 13.
Total debt
1,940        1,883
Current maturities included in short-term debt.
1,067
319
Total long-term debt
873
1,564
Scheduled minimum long-term debt repayments are:
2009
1,067
2010
846
2011
6
2012
3
2013
3
Thereafter
15
1,940
The currencies in which the borrowings are denominated are as follows:
United States dollars
1,380         1,391
South African rands
27
341
Australian dollars
521            150
Brazilian real
12                1
1,940        1,883
Undrawn borrowing facilities as at December 31, 2008 are as follows:
Syndicated loan ($1,150 million) – US dollar
327
627
FirstRand Bank Limited – US dollar
50
50
Absa Bank Limited – US dollar
42
42
Nedbank Limited – US dollar
2
2
Standard Bank of South Africa Limited – rands
20
38
FirstRand Bank Limited – rands
23
32
Nedbank Limited – rands
5
7
Absa Bank Limited – rands
3
4
Commerzbank AG – rands
-
3
ABN Amro Bank N.V. – rands
-
1
ABN Amro Bank N.V. – euros
-
7
472            813
(1)
Convertible Bond
Senior unsecured fixed rate bond
1,000          1,000
Add: Accrued interest
8                8
1,008          1,008
On February 27, 2004, AngloGold Ashanti Holdings plc, a wholly-owned subsidiary of the
Company, issued $1.0 billion 2.375 percent guaranteed convertible bonds due 2009,
convertible into ADSs and guaranteed by AngloGold Ashanti.
Holders of convertible bonds are entitled to convert each convertible bond into an AngloGold
Ashanti ADS at the then applicable conversion price at any time from April 8, 2004 to
February 20, 2009, or, if the convertible bonds are called for redemption earlier than
February 27, 2009, the seventh business day prior to the date of early redemption.
If the bonds have not been converted by February 20, 2009, they will be redeemed at par on
February 27, 2009. AngloGold Ashanti Holdings plc has the option of calling an early
redemption of all the bonds 3 years after their issuance, if the price of the ADSs exceeds
130 percent of the conversion price for more than 20 days during any period of 30 consecutive
trading days.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-45
20.
LONG-TERM DEBT (continued)
2008
$
2007
$
The initial conversion price for the convertible bonds was $65.00 per ADS. The conversion
premium to the reference volume weighted average price of the ADSs on the New York stock
exchange of $40.625 on February 19, 2004, when the issue of the convertible bonds was
announced, was 60 percent. If all bond holders exercise their option to convert their bonds
into ADSs and assuming no adjustments are made to the initial conversion price, up to
15,384,615 new ADSs will be issued.
The calculation of diluted loss per common share for 2008, 2007 and 2006 did not assume the
effect of 15,384,615 shares issuable upon the exercise of Convertible Bonds as their effects
are anti-dilutive. Refer to Note 9.
$1.0 billion term loan facility
On November 20, 2008, AngloGold Ashanti Holdings plc, a wholly-owned subsidiary of
AngloGold Ashanti Limited, entered into a $1.0 billion term loan facility agreement (the “Term
Facility”). $1.0 billion on the Term Facility was drawn on February 26, 2009 to redeem the
$1.0 billion convertible bond due February 27, 2009 upon its maturity.
The Term Facility is for an initial one year period from the date of first drawdown and is
extendible, if required, at the option of AngloGold Ashanti Holdings plc until
November 30, 2010. The amounts drawn under the Term Facility will bear an interest margin
over the lenders’ cost of funds (subject to a cap of 1.75 times applicable LIBOR) of
4.25 percent until six months after the date of first drawdown and 5.25 percent thereafter.
AngloGold Ashanti Limited, AngloGold Ashanti USA Incorporated and AngloGold Ashanti
Australia Limited have each guaranteed all payments and other obligations of AngloGold
Ashanti Holdings plc under the Term Facility.
AngloGold Ashanti’s interest expense will increase substantially as a result of the higher
interest rates and fees associated with the Term Facility. Fees payable amounted to
$42.5 million plus commitment fees of 2.125 percent per annum on the undrawn portion of the
Term Facility. As at December 31, 2008, $21 million is included in other current liabilities.
Refer to Note 18. These fees will be amortized over the expected term of the Term Facility.
Based on an assumed cost of funds of 100 basis points and assuming that the Term Facility is
fully drawn, the effective borrowing cost (including fees and applicable margin) on the Term
Facility is estimated at approximately 10 percent per annum. The actual interest expense in
2009, will depend upon the amount actually drawn under the Term Facility, the lenders’ actual
costs of funds and prevailing LIBOR rates.
Amounts outstanding under the Term Facility may be prepaid at any time prior to the maturity
date. AngloGold Ashanti intends to refinance the Term Facility through one or more of the
following: the proceeds of asset sales (which may include the sale of significant assets), long-
term debt financing and/or the issuance of an equity linked instrument. The nature and timing
of refinancing the Term Facility will depend upon market conditions.
An amendment to the Term Facility was made subsequent to year-end. Refer to Note 30.
(2)
Syndicated loan facility ($1,150 million)
Drawn down in US and Australian dollars
838
525
Add: Accrued interest
4                1
842            526
In December 2007, the Company entered into a new three year $1,150 million unsecured
syndicated borrowing facility, at a margin of 0.4 percent over LIBOR. A commitment fee of
0.12 percent per annum is payable on the undrawn portion of the facility. The three year
$1,150 million syndicated facility was used to repay a maturing facility of $700 million (repaid
on December 14, 2007) and is available for general corporate purposes. During the year
ended December 31, 2008, the Company drew down $743 million and repaid $316 million,
respectively, under the $1,150 million syndicated facility. The Company, AngloGold Ashanti
Holdings plc, AngloGold Ashanti USA Incorporated and AngloGold Ashanti Australia Limited
have guaranteed all payments and other obligations regarding the $1,150 million syndicated
loan facility.
(3)
Corporate Bond
Senior unsecured fixed rate bond
-
293
Add: Accrued interest
-
11
-
304
On August 21, 2003, AngloGold issued an unsecured bond in the aggregate principal amount
of R2 billion ($300 million) at a fixed semi-annual coupon of 10.5 percent per annum. The
bond was repaid on August 28, 2008.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-46
20.
LONG-TERM DEBT (continued)
2008
$
Capital leases
(4)
Turbine Square Two (Proprietary) Limited
Capital leases are for specific periods, with terms of renewal but no purchase options.
Renewals are at the discretion of the entity that holds the lease. As of December 31, 2008 and
2007, Property, plant and equipment, allocated to Buildings and mine infrastructure, includes
$26 million and $36 million of assets under capital leases and $3 million and $2 million of
related accumulated depreciation, respectively. Amortization charges relating to capital leases
are included in Depreciation, depletion and amortization expense for the years ended
December 31, 2008 and 2007. The weighted average interest rate on the leases existing at
December 31, 2008 is 9.8 percent. Payments are made monthly, including interest, through
2022.
(5)
Senstar Capital Corporation
Capital leases are for specific periods, with terms of renewal but no purchase options.
Renewals are at the discretion of the entity that holds the lease. As of December 31, 2008 and
2007, Property, plant and equipment, allocated to Buildings and mine infrastructure, includes
$11 million and $16 million of assets under capital leases and $8 million and $12 million of
related accumulated depreciation, respectively. Amortization charges relating to capital leases
are included in Depreciation, depletion and amortization expense for all periods presented.
The weighted average interest rate on the leases existing at December 31, 2008 is
6.6 percent. Payments are made monthly, including interest, through 2009.
(6)
CSI Latina Arrendamento Mercantil S.A.
Capital lease is for specific periods, with terms of renewal and purchase options. Renewals
are at the discretion of the entity that holds the lease. As of December 31, 2008 and 2007,
Property, plant and equipment, allocated to Buildings and mine infrastructure, includes
$1 million and $1 million of assets under capital leases and $nil million and $nil million of
related accumulated depreciation, respectively. Amortization charges relating to capital leases
are included in Depreciation, depletion and amortization expense for the years ended
December 31, 2008 and 2007. The average interest rate on the leases existing at
December 31, 2008 is 11.7 percent. Payments are made monthly, including interest, through
2011.
Future minimum lease payments under all the above capital leases together with the present
value of minimum lease payments as of December 31, 2008 are:
2009
6
2010
3
2011
3
2012
3
2013
3
Thereafter
40
Total minimum lease payments
58
Less interest
27
Present value of net minimum lease payments
31
Less current portion
3
Long-term capital lease obligation
28
21.
PROVISION FOR ENVIRONMENTAL REHABILITATION
2008
$
2007
$
Accrued environmental rehabilitation costs
302
394
Long-term environmental obligations comprising decommissioning and restoration are
based on the Company’s environmental management plans, in compliance with the
current environmental and regulatory requirements.
Decommissioning costs
The provision for decommissioning represents the cost that will arise from rectifying
damage caused from establishing mining operations.
Decommissioning costs, representing obligations associated with the retirement of
long-lived assets that result from the acquisition, construction or normal operations of
long-lived assets, are accounted for in accordance with the provisions of SFAS143.
Decommissioning costs are further described in Note 5 – Asset retirement obligations.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-47
21.
PROVISION FOR ENVIRONMENTAL REHABILITATION (continued)
Restoration costs
While the ultimate amount of rehabilitation is uncertain, the Company has estimated
that the total cost for mine rehabilitation and closure, on an undiscounted basis, will
be $1,049 million which includes a total estimated liability of $84 million in respect of
equity accounted joint ventures. Refer to Note 16. AngloGold Ashanti USA has
posted reclamation bonds with various federal and governmental agencies to cover
environmental rehabilitation obligations. Refer to Note 22.
The Company intends to finance the ultimate rehabilitation costs from the monies
invested with the rehabilitation trust fund, the environmental protection bond as well
as the proceeds on sale of assets and gold from plant clean-up at the time of mine
closure.

22.
COMMITMENTS AND CONTINGENCIES
2008
$
2007
$
Capital expenditure commitments
(1)
Contracts for capital expenditure
82
436
Authorized by the directors but not yet contracted for
632
809
714
1,245
Allocated for:
Project expenditure
- within one year
252            422
- thereafter
70            311
322            733
Stay in business expenditure
- within one year
349            471
- thereafter
43              41
392            512
(1)
Including commitments of $11 million (2007: $17 million) through contractual arrangements by equity
accounted joint ventures.
Other contractual purchase obligations
(2)
- within one year
289            363
- thereafter
396            293
685            656
(2)
Other purchase obligations represent contractual obligations for the purchase of mining contract services,
power, supplies, consumables, inventories, explosives and activated carbon. Amounts exclude purchase
obligations of equity accounted joint ventures.
Summary of contracted uranium sales as at December 31, 2008
The Company had the following forward pricing uranium commitments:
Year
Ibs (‘000)
(1)
Average contracted
price ($/lbs)
2009
494                                 33.45
2010
988                                 33.46
2011 – 2013
1,482                                 35.94
(1)
Certain contracts allow the buyer to adjust the purchase quantity within a specified range.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-48
22.
COMMITMENTS AND CONTINGENCIES (continued)
2008
$
2007
$
Contingencies
Ground water pollution – South Africa
The Company has identified a number of groundwater pollution sites at its operations
in South Africa and has investigated a number of different technologies and
methodologies that could possibly be used to remediate the pollution plumes.
Numerous scientific, technical and legal reports have been produced and remediation
of the polluted soil and groundwater is the subject of continued research. Subject to
the technology being developed as a proven remediation technique, no reliable
estimate can be made for the obligation.
Deep ground water pollution – South Africa
The Company has identified a flooding and future pollution risk posed by deep
groundwater, due to the interconnected nature of operations in the West Wits and
Vaal River operations in South Africa. The Company is involved in task teams and
other structures to find long-term sustainable solutions for this risk, together with
industry partners and government. As there is too little information for the accurate
estimate of a liability, no reliable estimate can be made for the obligation.
Soil and sediment pollution – South Africa
The Company identified offsite pollution impacts in the West Wits area, resulting from
a long period of gold and uranium mining activity by a number of mining companies
as well as millennia of weathering of natural reef outcrops in the catchment areas.
Investigations are being conducted but no reliable estimate can be made for the
obligation.
Serra Grande sales tax on gold deliveries
55              63
Mineração Serra Grande S.A. (MSG), the operator of the Crixas mine in Brazil, has
received two tax assessments from the State of Goiás related to payments of sales
taxes on gold deliveries for export, including one assessment for the period between
February 2004 and June 2005 and the other for the period between July 2005 and
May 2006. The tax authorities maintain that whenever a taxpayer exports gold mined
in the State of Goiás through a branch located in a different Brazilian state, it must
obtain an authorization from the Goiás State Treasury by means of a Special Regime
Agreement (Termo de Acordo re Regime Especial – TARE). The Company’s
attributable share of the first assessment is approximately $34 million. Although MSG
requested the TARE in early 2004, the TARE, which authorized the remittance of gold
to the Company’s branch in Minas Gerais specifically for export purposes, was only
granted and executed in May 2006. In November 2006 the administrative council’s
second chamber ruled in favor of MSG and fully canceled the tax liability related to
the first period. The State of Goiás has appealed to the full board of the State of
Goiás tax administrative council. The second assessment was issued by the State of
Goiás in October 2006 on the same grounds as the first assessment, and the
Company’s attributable share of the assessment is approximately $21 million. The
Company believes both assessments are in violation of federal legislation on sales
taxes.
Tax disputes at MSG, Morro Velho and AngloGold Ashanti Brasil Mineração
12              8
MSG, Morro Velho and AngloGold Ashanti Brasil Mineração are involved in disputes
with the Brazilian tax authorities. These disputes involve federal tax assessments
including income tax, social contributions and annual property tax based on
ownership of properties outside of urban perimeters.
VAT dispute at MSG
6              8
MSG received a tax assessment in October 2003 from the State of Minas Gerais
related to sales taxes on gold
allegedly returned from the branch in Minas Gerais to
the company head office in the State of Goiás. The tax administrators rejected the
Company’s appeal against the assessment. The Company is now appealing the
dismissal of the case.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-49
22.
COMMITMENTS AND CONTINGENCIES (continued)
2008
$
2007
$
Financial guarantees
Oro Group surety
11             15
The Company has provided surety in favor of the lender in respect of gold loan
facilities to wholly-owned subsidiaries of Oro Group (Proprietary) Limited, an affiliate
of the Company. The Company has a total maximum liability, in terms of the
suretyships, of R100 million ($11 million). The probability of the non-performance
under the suretyships is considered minimal.
AngloGold Ashanti USA reclamation bonds
85              48
Pursuant to US environmental and mining requirements, gold mining companies are
obligated to close their operations and rehabilitate the lands that they mine in
accordance with these requirements. AngloGold Ashanti USA has posted reclamation
bonds with various federal and state governmental agencies to cover potential
rehabilitation obligations.
The Company has provided a guarantee for these obligations which would be payable
in the event of AngloGold Ashanti USA is not able to meet its rehabilitation
obligations. As at December 31, 2008, the carrying value of these obligations
amounted to $36 million and is included in the Provision for environmental
rehabilitation in the Company's consolidated balance sheet. The obligations will
expire upon completion of such rehabilitation and release of such areas by the
applicable federal and/or state agency. AngloGold Ashanti is not indemnified by third
parties for any of the amounts that may be paid by AngloGold Ashanti under its
guarantee.
Guarantee provided for convertible bond
1,000           1,000
The Company has guaranteed all payments and other obligations of AngloGold
Ashanti Holdings plc regarding the issued $1.0 billion 2.375 percent convertible bond
due February 27, 2009. Refer to Note 20. The Company’s obligations regarding the
guarantee are direct, unconditional and unsubordinated.
Guarantee provided for term loan facility
AngloGold Ashanti Limited, AngloGold Ashanti USA Incorporated and AngloGold
Ashanti Australia Limited, as guarantors, have each guaranteed all payments and
other obligations of AngloGold Ashanti Holdings plc and the other guarantors under
the $1.0 billion Term Facility. $1.0 billion on the Term Facility was drawn on February
26, 2009 to redeem the $1.0 billion convertible bond due February 27, 2009 upon its
maturity. Refer to Note 20.
Guarantee provided for syndicated loan facility
842               526
AngloGold Ashanti Limited, AngloGold Ashanti Holdings plc, AngloGold Ashanti USA
Incorporated and AngloGold Ashanti Australia Limited, as guarantors, have each
guaranteed all payments and other obligations of the borrowers and the other
guarantors under the $1.15 billion syndicated loan facility dated December 13, 2007.
Refer to Note 20.
Hedging guarantees
325                683
The Company has issued gold delivery guarantees to several counterpart banks in
which it guarantees the due performance of its subsidiaries AngloGold (USA) Trading
Company, AngloGold South America Limited and Cerro Vanguardia S.A. under their
respective gold hedging agreements.
Ashanti Treasury Services Limited (ATS) hedging guarantees
987
1,494
The Company together with its wholly-owned subsidiary AngloGold Ashanti Holdings
plc has provided guarantees to several counterpart banks for the hedging
commitments of its wholly-owned subsidiary ATS. The maximum potential amount of
future payments is all moneys due, owing or incurred by ATS under or pursuant to the
hedging agreements. At December 31, 2008 the marked-to-market valuation of the
ATS hedge book was negative $987 million.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-50
22.
COMMITMENTS AND CONTINGENCIES (continued)
2008
$
2007
$
Geita Management Company Limited (GMC) hedging guarantees
331
520
The Company and its wholly-owned subsidiary AngloGold Ashanti Holdings plc have
issued hedging guarantees to several counterpart banks in which they have
guaranteed the due performance by GMC of its obligations under or pursuant to the
hedging agreements entered into by GMC, and to the payment of all money owing or
incurred by GMC as and when due. The maximum potential amount of future
payments is all moneys due, owing or incurred by GMC under or pursuant to the
hedging agreements. At December 31, 2008 the marked-to-market valuation of the
GMC hedge book was negative $331 million.
The Company assesses the credit quality of counterparts on a quarterly basis. As of
December 31, 2008, the probability of non-performance is considered minimal.
Vulnerability from concentrations
The majority of AngloGold Ashanti’s 62,895 employees (2007: 61,522, 2006: 61,453)
are subject to collective bargaining agreements. These agreements are established in
negotiations between the Chamber of Mines, the body that represents the gold mining
industry in South Africa, and representative groups of labor. The agreements have a
two-year validity period. The most recent settlement negotiation was completed in
August 2007, when the parties reached an agreement covering the period from
July 1, 2007 to June 30, 2009.
There is a concentration of risk in respect of recoverable value added tax and fuel
duties from the Malian government to the Company’s equity accounted affiliates.
Recoverable value added tax due from the Malian government to the equity
accounted affiliates of the Company amounts to an attributable $27 million at
December 31, 2008 (December 31, 2007: attributable $42 million).
Recoverable fuel duties from the Malian government to the equity accounted affiliates
of the Company amounts to an attributable $5 million at December 31, 2008
(December 31, 2007: attributable $7 million). Fuel duty refund claims are required to
be submitted before January 31 of the following year and are subject to authorization
by, firstly, the Department of Mining, and secondly, the Customs and Excise
authorities. With effect from February 2006, fuel duties are no longer payable to the
Malian government.
The Government of Mali is a shareholder in all of the Company’s equity accounted
affiliates in Mali. Management is in negotiations with the Government of Mali to agree
a protocol for the repayment of amounts due to Sadiola and Yatela. The amounts
outstanding at Sadiola and Yatela have been discounted at a rate of 18 percent
based on the provisions of the protocol. The amounts outstanding at Morila have
been discounted to their present value at a rate of 6.0 percent.
There is a concentration of risk in respect of recoverable value added tax and fuel
duties from the Tanzanian government. Recoverable value added tax due from the
Tanzanian government to the Company amounts to $16 million at December 31, 2008
(December 31, 2007: $16 million). The amounts outstanding have been discounted
to their present value at a rate of 7.8 percent.
Recoverable fuel duties from the Tanzanian government to the Company amount to
$37 million at December 31, 2008 (December 31, 2007: $37 million). Fuel duty claims
are required to be submitted after consumption of the related fuel and are subject to
authorization by the Customs and Excise authorities. The amounts outstanding have
been discounted to their present value at a rate of 7.8 percent.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-51
23.
STOCKHOLDERS’ EQUITY

The authorized common stock of the Company is 400,000,000 shares of common stock of 25 ZAR cents each.
During 2006, AngloGold Ashanti approved the Employee Share Ownership Plan for the employees in the South African
operations and a Black Economic Empowerment transaction (BEE transaction) for which 4,280,000 E shares of
common stock of 25 ZAR cents and 960,000 shares of common stock of 25 ZAR cents were authorized. In addition,
1,760,000 shares of common stock of 25 ZAR cents each were authorised for issue, at the discretion of the directors, to
employee share schemes to be implemented in countries other than South Africa, where the Company has its
operations. In the event that these shares are not issued by December 31, 2009, the authority will lapse.

During 2008, 76,025,939 shares of common stock were issued and 17 3,289 E shares of common stock were cancelled.
These issues and cancellations resulted in the movement year-on-year of 76,083,700 shares of common stock and
E shares as follows:

•       69,470,442 shares of common stock in the Company were issued as part of the rights offer completed on|
        July 11, 2008, amounting to $1,666 million, which funds were applied primarily to reduce the hedge book;
•       3,181,198 shares of common stock in the Company were issued to acquire the remaining 33 percent shareholding
         in the Cripple Creek & Victor Gold mine from Golden Cycle Gold Corporation effective July 1, 2008, amounting to
         $118 million;
•       2,701,660 shares of common stock in the Company were issued to purchase São Bento Gold Company Limited in December 
        2008, amounting to $70 million;
•       672,545 shares of common stock were issued on the exercise of options/awards granted in terms of the share
        incentive scheme for a consideration of $14 million;
•       94 shares of common stock were issued with a subscription value of $3 million in exchange for 173,289 E shares
        of common stock which were cancelled in accordance with the cancellation formula pertaining to the Employee
        Share Ownership Plan; and
•       57,761 shares of common stock with a subscription value of $2 million were transferred from the Employee Share
        Ownership Plan to exiting employees pursuant to the rules of the scheme.

During 2007, 1,221,318 shares of common stock and 94,230 E shares of common stock were issued while
139,770 E shares of common stock were cancelled. These issues and cancellations resulted in the movement year-on-
year of 1,236,498 shares of common stock and the net cancellation of 45,540 E shares of common stock as follows:

•       1,181,882 shares of common stock were issued as part of the share incentive scheme for a consideration of
         $37 million;
•       8,026 shares of common stock were issued with a subscription value of $2 million in exchange for
        139,770 E shares of common stock which were cancelled in accordance with the cancellation formula pertaining to
        the Employee Share Ownership Plan;
•       46,590 shares of common stock with a subscription value of $2 million were transferred from the Employee Share
        Ownership Plan to exiting employees pursuant to the rules of the scheme;
•       31,410 shares of common stock were issued as part of the Employee Share Ownership Plan for a consideration of
         $1 million;
(1)
and
•       94,230 E shares of common stock were issued as part of the Employee Share Ownership Plan for a considerationof $2 million.
(1)
(1)
Shares of common stock and E shares of common stock issued in respect of the Employee Share Ownership Plan are eliminated as shares held
within the Company.

During 2006, 11,297,721 shares of common stock and 4,185,770 E shares of common stock were issued as follows:

•       398,399 shares of common stock were issued as part of the share incentive scheme for a consideration of
        $9 million;
•       4,185,770 E shares of common stock and 928,590 shares of common stock in the Company were issued as part
        of the Employee Share Ownership Plan and the BEE transaction for a consideration of $93 million, which are
        eliminated as shares held within the Company; and
•       9,970,732 shares of common stock in the Company were issued as part of the public offering which was
        completed on April 20, 2006, amounting to $498 million.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-52
23.
STOCKHOLDERS’ EQUITY (continued)

A public offering to raise $500 million was completed on April 20, 2006 and resulted in the issue of 9,970,732 ordinary
shares, along with the simultaneous sale of 19,685,170 AngloGold Ashanti shares held by Anglo American plc (AA plc),
reducing AA plc’s holding in the Company to 41.8 percent. As at December 31, 2008, AA plc held a 16.17 percent
interest in the Company. On March 17, 2009, AA plc disposed of its entire remaining shareholding in the Company.

At a general meeting of shareholders held on May 6, 2008, shareholders approved, as a general authority, authorization
to the board of directors to allot and issue, in their discretion, and for such purposes as they may determine, up to
5 percent of the total number of common stock of 25 ZAR cents each in the issued share capital of the Company from
time to time. This authori ty expires if not renewed, at the forthcoming annual general meeting to be held on
May 15, 2009.

Redeemable preference shares
A and B redeemable preference shares issued of 2,000,000 and 778,896 shares, respectively, all of which are held by a
wholly-owned subsidiary Eastvaal Gold Holdings Limited, may not be transferred and are redeemable from the
realization of the assets relating to the Moab Lease area after cessation of mining operations in the area. The shares
carry the right to receive dividends equivalent to the profits (net of royalty, ongoing capital expenditure and taxation)
from operations in the area. No further A and B redeemable preference shares will be issued.

24.       FAIR VALUE MEASUREMENTS

The Company adopted SFAS157 as of January 1, 2008, with the exception of the application of the statement to non-
recurring non-financial assets and non-financial liabilities as allowed by FSP FAS 157-2. The Company does not have
non-financial assets and non-financial liabilities that are required to be measured at fair value on a recurring basis.
SFAS157 establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and
minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that
may be used to measure fair value:

Level 1
-    Quoted prices in active markets for identical assets or liabilities.

Level 2
-    Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted
prices in markets that are not active; or other inputs that are observable or can be corroborated by
observable market data for substantially the full term of the assets or liabilities.

Level 3      -     Unobservable inputs that are supported by little or no market activity and that are significant to the fair
value of the assets or liabilities.
The Company utilizes the market approach to measure fair value for its financial assets and liabilities. The market
approach uses prices and other relevant information generated by market transactions involving identical or comparable
assets or liabilities.

The following table sets out the Company’s financial assets and (liabilities) measured at fair value by level within the fair
value hierarchy as at December 31, 2008 (in US Dollars, millions):

Description
Level 1
Level 2
Level 3
Total
Cash and cash equivalents
575
575
Marketable equity securities
31
31
Derivatives, net
(1,317)
(1,317)
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-53
24.       FAIR VALUE MEASUREMENTS (continued)

The Company’s cash equivalents are classified within Level 1 of the fair value hierarchy because they are valued using
quoted market prices. The cash instruments that are valued based on quoted market prices in active markets are
primarily money market securities. Due to the short maturity of cash, carrying amounts approximate fair values.

The Company’s marketable equity securities including listed affiliates are included in Other long-term assets in the
Company’s consolidated balance sheet. They consist of investments in ordinary shares and are valued using quoted
market prices in active markets and as such are classified within Level 1 of the fair value hierarchy. The fair value of the
marketable equity securities is calculated as the quoted market price of the marketable equity security multiplied by the
quantity of shares held by the Company.

The Company’ s derivative instruments are valued using pricing models and the Company generally uses similar models
to value similar instruments. Options associated with marketable equity securities are included as derivatives on the
balance sheet. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves,
credit spreads, measures of volatility, and correlations of such inputs. The Company’s derivatives trade in liquid
markets, and as such, model inputs are observable. Such instruments are typically classified within Level 2 of the fair
value hierarchy.
25.
FINANCIAL RISK MANAGEMENT ACTIVITIES

In the normal course of its operations, the Company is exposed to gold and other commodity price, currency, interest
rate, liquidity and non-performance risk, which includes credit risk. In order to manage these risks, the Company enters
into derivative transactions. The Company does not acquire, hold or issue derivatives for trading purposes. The
Company has developed a risk management process to facilitate, control and monitor these risks. The board has
approved and monitors this risk management process, inclusive of documented treasury policies, counterpart limits,
controlling and reporting structures.
The financial risk management activities objectives of the Company are as follows:

•
Safeguarding the Company’s core earnings stream through the effective control and management of gold and
other commodity price risk, foreign exchange risk and interest rate risk;
•
Effective and efficient usage of credit facilities through the adoption of liquidity planning procedures;
•
Ensuring that investment and hedging transactions are undertaken with creditworthy counterparts; and
•
Ensuring that contracts and agreements related to risk management activities are coordinated, consistent
throughout the Company and comply where necessary with relevant regulatory and statutory requirements.

A number of products, including derivatives are used to satisfy these objectives. Contracts that meet the criteria for
hedge accounting are designated as the hedging instruments hedging the variability of forecasted cash flows from the
sale of production into the spot market and capital expenditure and are classified as cash flow hedges under SFAS133.
The ineffective portion of matured and existing cash flow hedges recognized in loss on non-hedge derivatives in the
income statement during the year was $8 million (2007: $10 million; 2006: $nil million). Of the contracts accounted for
as cash flow hedges, contracts with a fair value of $123 million, a liability at December 31, 2008 are expected to be
reclassified from other comprehensive income and recognized as a reduction in product sales during 2009 or as an
adjustment to depreciation expense pertaining to capital expenditure.

Loss on non-hedge derivatives of $258 million (2007: $808 million; 2006: $208 million), being derivatives not designated
in formal hedge accounting relationships is included in the current year income statement. See Note 5 – Non-hedge
derivative loss.

Gold price and currency risk management activities

Gold and currency derivative instruments are denominated in South African rands, US dollars, Australian dollars and
Brazilian real. The derivative instruments utilized are forward sale and purchase contracts, purchased and sold put
options, and purchased and sold call options. The mix of derivative instruments, the volume of production hedged and
the tenor of the hedge book is continuously reviewed in light of changes in operational forecasts, market conditions and
the Company’s hedging policy as set by the board of directors. The Company’s reserve and financial strength has
allowed it to arrange unmargined credit lines with counterparts. The Compa ny’s also exposed to certain by-product
commodity price risk.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-54
25.
FINANCIAL RISK MANAGEMENT ACTIVITIES (continued)

Some of the instruments described above are designated and accounted for as cash flow hedges. The cash flow
hedged forecast transactions are expected to occur over the next 2 years, in line with the maturity dates of the hedging
instruments.

Forward sales contracts establish the price of future gold sales at a specified price. A number of these contracts are
intended by AngloGold Ashanti for delivery against production in a future period. The volume of net outstanding forward
sales type contracts at the end of 2008 was 39,990kg (2007: 108,403kg). The volume of outstanding net call options
sold was 146,542kg (2007: 242,373kg) and the volume of outstanding net put options sold was 16,963kg
(2007: 46,585kg).

A put option gives the put buyer the right, but not the obligation, to sell the underlying to the put seller at a
predetermined price on a predetermined date. A call option gives the call buyer the right, but not the obligation, to buy
the underlying from the call seller at a predetermined price on a predetermined date. The Company’s risk in selling gold
call options is unlimited but mitigated by the fact that the Company produces the commodity required by the option and
can partially offset any loss resulting from sold call options via the sale of production in the open market.

Rights offer and reduction in derivatives position

The principal purpose of the rights offer concluded during July 2008 was to provide additional financial resources to
improve the Company’s financial flexibility. In particular, the net proceeds allowed AngloGold Ashanti to significantly
restructure and reduce the Company’s gold derivatives position, which has adversely affected financial performance in
recent years, while also being able to continue to fund the Company 217;s principal development projects and exploration
growth initiatives. The Company capitalized on a weaker gold market during the year in executing a combination of
delivery into and early cash settlement of a portion of its non-hedge derivative contracts (which have been fair valued in
the Company’s financial statements, with changes in such fair value recorded in the income statement), the latter
maturing in years 2008 to 2010.

The Company has therefore been able to make substantial progress in the reduction of its derivatives position, and
although the received gold price for 2008 was adversely impacted given the early cash settlement of certain non-hedge
derivatives with low contracted sales prices, committed ounces have been reduced to 5.99 million ounces as at
December 31, 2008 (December 31, 2007: 11.28 million committed ounces). This allowed the Company to benefit from
improved participation in the spot gold price in future periods, earlier than antic ipated.

Net delta open hedge position as at December 31, 2008

The Company has an established practice of actively managing its hedged commitments under changing market
circumstances.

As of December 31, 2008, the hedge book reflected a net delta tonnage position of 5.22 million ounces (162 tonnes).
As of December 31, 2007, the hedge book reflected a net delta tonnage position of 10.39 million ounces (323 tonnes).

The marked-to-market values of all hedge transactions, irrespective of accounting designation, making up the hedge
positions was a liability of $2,455 million as at December 31, 2008 (as at December 31, 2007: a liability of
$4,273 million). These values were based on a gold price of $872 per ounce, exchange rates of $1 = R9.4550 and
A$ = $0.6947 and the prevailing market interest rates and volatilities at December 31, 2008. The values as at
December 31, 2007 were based on a gold price of $836 per ounce, exchange rates of $1 = R6. 8104 and A$ = $0.8798
and the prevailing market interest rates and volatilities at that date.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-55
25.
FINANCIAL RISK MANAGEMENT ACTIVITIES (continued)

The Company had the following net forward pricing commitments outstanding against future production as at
December 31, 2008.
Year
2009
2010
2011
2012
2013
2014-2016
Total
DOLLAR GOLD
Forward contracts
Amount (kg)
(5,960)
(*)
8,354
11,765
11,944
9,518
2,845
38,466
$ per oz
$1,199
$204
$383
$404
$408
$510
$467
Put options sold
Amount (kg)
4,043
4,226
3,048
1,882
1,882
1,882
16,963
$ per oz
$671
$708
$533
$430
$440
$450
$579
Call options sold
Amount (kg)
14,805
33,394
38,312
24,461
17,857
22,067
150,896
$ per oz
$442
$537
$530
$622
$601
$606
$557
RAND GOLD
Forward contracts
Amount (kg)
(1,866)
(*)
(1,866)
(*)
Rand per kg
R157,213
R157,213
AUD DOLLAR GOLD
Forward contracts
Amount (kg)
280
3,110
3,390
A$ per oz
A$852
A$652
A$669
Call options purchased
Amount (kg)
1,244
3,110
4,354
A$ per oz
A$694
A$712
A$707
Delta (kg)
(4,501)
(36,523)
(44,466)
(31,629)             (24,106)                 (20,998)             (162,223)
**Total net gold:
Delta (oz)
(144,720)
(1,174,250)
(1,429,620)
(1,016,910)
(775,040)
(675,070)
(5,215,610)
Hedge delta as a percentage of current
production levels (%)***
3%
24%
29%
20%
16%
5%
*
Indicates a long position from forward purchase contracts.
**
The Delta of the hedge position indicated above, is the equivalent gold position that would have the same marked-to-market sensitivity for a small
change in the gold price. This is calculated using the Black-Scholes option formula with the ruling market prices, interest rates and volatilities as at
December 31, 2008.
***
Weighted average percentage based on 2008 full year production of 4,982,000 ounces.
Year
2009                               2010                              2011
2012-2016
GOLD LEASE RATE SWAPS
Gold borrowing cost associated with forward
contracts
(1)
Amount (‘000oz)
130,000
100,000
Interest rate %
1.82
1.96
Gold lease rate swaps
(2)
Amount
(‘000oz)                              898,000                          641,000                          423,000                         205,000
Interest rate %
1.81
1.83
1.83
1.84
(1)
Gold borrowing cost relating to Australian dollar gold forwards:
The Australian dollar denominated gold forward contract prices are presented on a net basis where the final price of the contract is determined by
the cost of borrowing gold over the full duration of the contract. The net prices in the table above have been adjusted to take account of the total
expected future cost of all accumulated costs incurred to date and the expected future borrowing cost based on ruling market prices. The amount
shown under “Gold borrowing cost associated with forward contracts” in the table above is the face value of the borrowing amount and the period in
which it matures. The interest rates shown are the future market rates prevailing at the time of the financial statements.
(2)
The gold lease rate swaps are contracts where the Company receives a fixed percentage of the outstanding amount in gold and pays a floating
market determined percentage in gold, quarterly in arrears. The amount shown in the table above is the number of ounces outstanding at the
beginning of each period. The interest rate shown is the weighted average fixed rate that the Company will receive for that period.

Foreign exchange price risk protection agreements

The Company enters into currency forward exchange and currency option contracts to hedge certain anticipated
transactions denominated in foreign currencies. The objective of the Company’s foreign currency hedging activities is to
protect the Company from the risk that the eventual cash flows resulting from transactions denominated in US dollars
will be adversely affected by changes in exchange rates.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-56
25.
FINANCIAL RISK MANAGEMENT ACTIVITIES (continued)

The following table indicates the Company’s currency hedge position at December 31, 2008.
Year
2009                  2010                      2011                      2012                        2013
2014-2016                       Total
RAND DOLLAR (000)
Put options purchased
Amount ($)
30,000
30,000
Rand per $
R11.56
R11.56
Put options sold
Amount ($)
50,000
50,000
Rand per $
R9.52
R9.52
Call options sold
Amount ($)
50,000
50,000
Rand per $
R11.61
R11.61
AUD DOLLAR (000)
Forward contracts
Amount ($)
450,000
450,000
$ per A$
$0.65
$0.65
Put options purchased
Amount ($)
10,000
10,000
$ per A$
$0.69
$0.69
Put options sold
Amount ($)
10,000
10,000
$ per A$
$0.76
$0.76
Call options sold
Amount ($)
10,000
10,000
$ per A$
$0.64
$0.64
BRAZILIAN REAL
DOLLAR (000)
Forward contracts
Amount ($)
62,340
62,340
BRL per $
BRL1.86
BRL1.86
As at December 31, 2008 a limited number of the dollar gold hedge contracts reported in the above tables included
optional early termination provisions pursuant to which the hedge counterpart can elect to terminate the relevant
hedging contracts on specified dates. The early termination provision which applies can be exercised in the first five
business days of January 2010. These contracts form part of the Ashanti hedge that was in place prior to the Business
Combination between AngloGold and Ashanti completed in April 2004.

No termination options were exercised in 2008, 2007 and 2006.

Interest rate and liquidity risk
Fluctuations in interest rates impacts interest paid and received on the short-term cash investments and financing
activities, giving rise to interest rate risk.

In the ordinary course of business, the Company receives cash from the proceeds of its gold sale s and is required to
fund working capital requirements. This cash is managed to ensure surplus funds are invested in a manner to achieve
market related returns while minimizing risks. The Company is able to actively source financing at competitive rates.
The counterparts are financial and banking institutions of good credit standing.

Cash and loans advanced maturity profile
2008                                                                                                2007
Maturity date
Currency
Fixed rate
investment
amount
(million)
Effective
rate
%
Floating
rate
investment
amount
(million)
Effective
rate
%
Fixed rate
investment
amount
(million)
Effective
rate
%
Floating
rate
investment
amount
(million)
Effective
rate
%
All less than one year
USD
166
2.48
121
1.95
32
4.3
66
4.0
ZAR
930
11.50
668
10.84
525
11.0
888
10.1
AUD
-
-
-
-
-
-
34
6.5
HKD
-
-
1
2.25
-
-
1
4.0
BRL
-
-
144
13.52
-
-
67
8.9
ARS
-
-
5
12.50
-
-
9
11.1
NAD
155
11.58
96
9.40
139
9.7
58
9.5
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-57
25.
FINANCIAL RISK MANAGEMENT ACTIVITIES (continued)

Borrowings maturity profile
Within one year
Between
one and two years
Between
two and five years
After five years
Currency
Borrowings
Amount
(million)
Effective
Rate
%
Borrowings
Amount
(million)
Effective
Rate
%
Borrowings
Amount
(million)
Effective
Rate
%
Borrowings
Amount
(million)
Effective
Rate
%
Total
Borrowings
amount
(million)
$
1,060
2.6
320
2.5                            -
-                           -
-
1,380
ZAR                            2
9.8                           26
9.8                          81
9.2                        145
9.6                        254
AUD                            5
6.1
745
6.1                            -
-                            -
-
750
BRL                            8
3.6                          11
3.6                            8
3.6                             -
-                          27

Interest rate risk
Fixed for less than one year
Fixed for between one and three
years
Fixed for greater than
three years
Currency
Borrowings
Amount
(million)
Effective
Rate
%
Borrowings
Amount
(million)
Effective
Rate
%
Borrowings
Amount
(million)
Effective
Rate
%
Total
Borrowings
amount
(million)
$                           1,060
2.6                               320                                  2.5
-
-
1,380
ZAR                                  2                                  9.8                                107                                 9.8                                  145
9.6
254
AUD                                  5
6.1
745
6.1                                      -
-
750
BRL                                  8
3.6                                 19
3.6                                      -
-
27

Non-performance risk
Realization of all these contracts is dependent upon the counterparts performing in accordance with the terms of the
contracts. The Company generally does not obtain collateral or other security to support financial instruments subject to
non-performance risk, but monitors the credit standing of counterparts. The Company spreads its business over a
number of financial and banking institutions of good credit quality and believes that no concentration of non-
performance risk exists. Limits for each counterpart are based on the assessed credit quality of each counterpart. The
AngloGold Ashanti Treasury Committee makes recommendations for board approval of all counterparts and the limits to
be applied against each counterpart. Where possible, management puts ISDA netting agreements in place.

The combined maximum credit exposure at the balance sheet date amounts to $571 million (2007: $516 million). Credit
risk exposure netted by counterparts amounts to $207 million (2007: $123 million). No set-off is applied to the balance
sheet due to the different maturity profiles of assets and liabilities.

The fair value of derivative assets and liabilities reflects non-performance risk relating to the counterparts and the
Company, respectively as at December 31, 2008.

The table below provides a summary of the number, type and credit quality of AngloGold Ashanti’s hedge counterparts.
Number of Counterparts
Type
Credit Rating (Fitch)
6                                                                                    International Bank                                                                               AA
10                                                                                   International Bank                                                                              AA-
5                                                                                   International Bank                                                                               A+
3                                                                                    International Bank                                                                                A
3                                                                                    International Bank                                                                                A-
1
South African Bank
AAA(zaf) (International BBB+)
1
South African Bank
AA+(zaf) (International BBB+)
2
South African Bank
AA(zaf) (International BBB)
1
South African Bank
AA-(zaf) (International BBB)
5                                                                                      Brazilian Bank
AAA(bra)
5                                                                                       Brazilian Bank
AA+(bra)
1                                                                                       Brazilian Bank
AA(bra)
1                                                                                       Brazilian Bank
A+(bra)
1                                                                                       Brazilian Bank
A(bra)
1
Trade Finance House
Not rated
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-58
25.
FINANCIAL RISK MANAGEMENT ACTIVITIES (continued)
Due to the inability of a single counterpart to accept the physical delivery of gold for normal purchase normal sale
exemption contracts expiring in April through June 2008, the Company cash settled such contracts with this counterpart
during the period. The Company also reclassified all remaining outstanding contracts with this counterpart from the
“normal purchase and sale exemption” category to the “non-hedge accounting” category as they no longer qualified for
the exemption permitted by SFAS133. See Note 5 – Non-hedge derivative loss.
AngloGold Ashanti does not anticipate non-performance by any other counterparts.
Fair value of financial instruments
The estimated fair values of financial instruments are determined at discrete points in time based on relevant market
information. The estimated fair values of the Company’s financial instruments, as measured at December 31, 2008 and
2007, are as follows (assets (liabilities)):
December 31, 2008
December 31, 2007
Carrying
amount
$
Fair Value
$
Carrying
amount
$
Fair Value
$
Cash and cash equivalents
575
575
477
477
Restricted cash
44
44
37
37
Short-term
debt
(1,067)
(1,048)                    (319)                    (319)
Long-term debt
(873)
(873)
(1,564)
(1,564)
Derivatives                                                                           (1,317)
(1)
(2,497)
(1)
(2,563)
(1)
(4,342)
(1)
(1)
Carrying amounts represent on-balance sheet derivatives and fair value includes off-balance sheet normal sale exemption contracts.
The following is the fair value of the derivative (liabilities)/assets split by accounting designation
December 31, 2008
Normal purchase and
sale exemption
$
Cash flow hedge
accounted
$
Non-hedge
accounted
(2)
$
Total
$
Forward sales type agreements
(622)
(146)
52
(716)
Option contracts
(534)
(1)
-
(1,254)
(1,788)
Foreign exchange contracts
-
(1)
16
15
Foreign exchange option contracts
-
-
1
1
Interest rate swaps – Gold
(24)
-
15
(9)
Total including credit risk adjustment
(1,180)
(147)
(1,170)
(2,497)
Credit risk adjustment
(68)                                (2)
(157)
(227)
Total excluding credit risk adjustment
(1,248)
(149)
(1,327)
(2,724)
(1)
Represent deliverable call options sold. A deliverable option is an option in terms of which the delivery quantity is fixed regardless of the market price
on the exercise date. In the event that the market price is lower than the strike price, gold is sold to the counterpart at the ruling spot price.
(2)
Including B2Gold warrants 2008: $1 million (2007: $nil million)
December 31, 2007
Normal purchase and
sale exemption
$
Cash flow hedge
accounted
$
Non-hedge
accounted
$
Total
$
Forward sales type agreements
(1,044)
(336)
(236)
(1,616)
Option contracts
(708)
(1)
-
(2,030)
(2,738)
Foreign exchange contracts
-
4
7
11
Foreign exchange option contracts
-
-
(6)
(6)
Interest rate swaps – Gold
(27)
-
34
7
Total including credit risk adjustment
(1,779)
(332)
(2,231)
(4,342)
Credit risk adjustment
-
-
-
-
Total excluding credit risk adjustment
(1,779)
(332)
(2,231)
(4,342)
(1)
Represent deliverable call options sold. A deliverable option is an option in terms of which the delivery quantity is fixed regardless of the market price
on the exercise date. In the event that the market price is lower than the strike price, gold is sold to the counterpart at the ruling spot price.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-59
25.
FINANCIAL RISK MANAGEMENT ACTIVITIES (continued)
Maturity profile of on-balance sheet derivatives, at carrying value
Total
$
2008
Assets
$
Liabilities
$
Amounts to mature within twelve months of balance sheet date
(1,187)
571
(1,758)
Amounts maturing between one and two years
(49)
-
(49)
Amounts maturing between two and five years
(81)
-
(81)
Amounts to mature thereafter
-
-
-
Total
(1,317)                      571
(1,888)
Total
$
2007
Assets
$
Liabilities
$
Amounts to mature within twelve months of balance sheet date
(2,226)
516
(2,782)
Amounts maturing between one and two years
(148)
-
(148)
Amounts maturing between two and five years
(123)
-
(123)
Amounts to mature thereafter
(26)
-
(26)
Total
(2,563)                     516
(3,079)
The following methods and assumptions were used to estimate the fair value of each class of financial instrument:
Cash restricted for use, cash and cash equivalents and short-term debt
The fair value of listed fixed rate debt and the convertible bonds are shown at their quoted market value. The remainder
of the carrying amounts approximate fair value because of the short-term duration of these instruments.
Long-term debt
The long-term debt re-prices on a short-term floating rate basis, and accordingly the carrying amount approximates to
fair value.
Derivatives
The fair value of volatility-based instruments(i.e. options) are estimated based on market prices, volatilities, credit risk
and interest rates, while the fair value of forward sales and purchases are estimated based on the quoted market prices
and credit risk for the contracts at December 31, 2008 and 2007. The Company uses the Black-Scholes option pricing
formula to value option contracts. The amounts disclosed include those contracts accounted for as normal purchase
and sale exemption derivatives.
Sensitivity analysis
Derivatives
A principal part of the Company's management of risk is to monitor the sensitivity of derivative positions in the hedge
book to changes in the underlying factors, including commodity prices, foreign exchange rates and interest rates under
varying scenarios.
The following table discloses the approximate sensitivities of the US dollars fair value of the hedge book to key
underlying factors at December 31, 2008 (actual changes in the timing and amount of the following variables may differ
from the assumed changes below).
The table also sets out the impact on the fair value of the hedge book of an incremental parallel fall or rise in the
respective yield curves at the beginning of each month, quarter or year (as is appropriate) from January 1, 2009. The
yield curves match the maturity dates of the individual derivative positions in the hedge book. These figures incorporate
the impact of any option features in the underlying exposures.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-60
25.
FINANCIAL RISK MANAGEMENT ACTIVITIES (continued)
2008

US dollars
Change in
rate (+)
Normal sale
exempted
(million)
Cash flow
hedge
accounted
(million)
Non-hedge
accounted
(million)
Total change
in fair value
(million)
Currency(R/$)                                                           Spot(+1)
-
(1)
2
1
Currency(A$/$)                                                     Spot(+0.25)
43
-
132
175
Currency(BRL/$)                                                   Spot(+0.25)
-
(1)
(4)
(5)
Gold price($/oz)
Spot(+200)
(546)
(58)
(449)
(1,053)
USD interest rate (%)
IR(+0.1)
(15)
-
(33)
(48)
ZAR interest rate (%)
IR(+1.5)
-
-
-
-
AUD interest rate (%)
IR(+1.5)
(1)
-
(1)
(2)
Gold interest rate (%)
IR(+0.5)
22
1
43
66
2008
US dollars
Change in
rate(-)
Normal sale
exempted
(million)
Cash flow
hedge
accounted
(million)
Non-hedge
accounted
(million)
Total change
in fair value
(million)
Currency(R/$)                                                            Spot(-1)
-
1
(4)
(3)
Currency(A$/$)                                                      Spot(-0.25)
(43)
-
(130)
(173)
Currency(BRL/$)                                                    Spot(-0.25)
-
1
5
6
Gold price($/oz)
Spot(-200)
541
58
376
975
USD interest rate (%)
IR(-0.1)
15
-
35
50
ZAR interest rate (%)
IR(-1.5)
-
-
-
-
AUD interest rate (%)
IR(-1.5)
1
-
1
2
Gold interest rate (%)
IR(-0.5)
(23)
(1)
(44)
(68)
IR represents interest rate.

26.
ADDITIONAL CASH FLOW INFORMATION
2008
$
2007
$
2006
$
Reported in the statements of consolidated cash flows:
Interest paid
93               71             82
Taxation paid
125             180           110
Non-cash items not reported in the statements of consolidated cash flows:
Shares issued to acquire Golden Cycle Gold Corporation
118
-
-
Shares issued to acquire São Bento Gold Company Limited
70
-
-
Exercise of share entitlements
16
7
-
27.
PROVISION FOR PENSION AND OTHER POST-RETIREMENT MEDICAL BENEFITS
The provision for pension and post-retirement medical funding represents the provision for health care and pension
benefits for employees, retired employees and their dependants.
Defined benefit plans
The retirement schemes as at December 31, 2008, 2007 and 2006, consists of the following which reflects the following
provision values:
AngloGold Ashanti Pension Fund liability/(asset)
11
(36)
(38)
Post Retirement medical scheme for AngloGold Ashanti South African employees
115
168
159
Other defined benefit plans
11
9
11
Sub Total
137
141
132
Transferred to other non-current assets
AngloGold Ashanti Pension Fund
-
36
38
Post retirement medical scheme for Rand Refinery employees
2
3
2
Total Provision
139
180
172
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-61
27.
PROVISION FOR PENSION AND OTHER POST-RETIREMENT MEDICAL BENEFITS (continued)
South Africa defined benefit pension fund
The plan is evaluated by independent actuaries on an annual basis as at December 31. The previous statutory
valuation had an effective date of December 31, 2005, and was completed in June 2006. The next statutory valuation
will have an effective date no later than December 31, 2008 and will be completed during 2009. The valuation as at
December 31, 2008 was completed at the beginning of 2009. The accumulated benefit obligation at
December 31, 2008 is $170 million.
All South African pension funds are governed by the Pension Funds Act of 1956 as amended.
Information with respect to the defined benefit fund, which includes benefits for AngloGold Ashanti employees,
for the year ended December 31, is set forth in the table below:
Pension benefits
2008
$
2007
$
2006
$
Change in benefit obligation
Benefit obligation at January 1,
257
224
222
Service cost
6
7
7
Interest cost
17
18
16
Plan participants’ contributions
2
2
2
Actuarial loss
16
11
12
Increase as a result of transfers into the fund
-
1
-
Benefits paid
(24)            (12)             (14)
Translation
(75)               6
(21)
Benefit obligation at December 31,
199
257
224
Change in plan assets
Fair value of plan assets at January 1,
293
262
230
Actual return on plan assets
(7)
27
62
Company contributions
5
6
6
Plan participants’ contributions
2
2
2
Increase as a result of transfers into the fund
-
1
-
Benefits paid
(24)           (12)              (14)
Translation
(81)               7
(24)
Fair value of plan assets at December 31,
188
293
262
Funded status at end of year
(11)
36
38
Net amount recognized
(11)
36
38
Components of net periodic benefit cost
Service cost
6
7
7
Interest cost
17
18
16
Actuarial gains and losses
49
12
(28)
Expected return on assets
(26)            (28)             (22)
Net periodic benefit cost
46
9
(27)
Assumptions
Weighted-average assumptions used to determine benefit obligations at December 31,
Discount rate
7.25%          8.25%         8.00%
Rate of compensation increase
(1)
5.25%
6.00%
5.50%
Weighted-average assumptions used to determine the net periodic benefit cost for the
years ended December 31,
Discount rate
7.25%         8.25%         8.00%
Expected long-term return on plan assets
9.28%
11.14%
10.50%
Rate of compensation increase
(1)
5.25%
6.00%
5.50%
Pension increase
3.60%          4.73%         4.28%
(1)
The short-term compensation rate increase is 10% (2007: 8%) and the long-term compensation rate increase is 5.25% (2007: 6%).
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-62
27.
PROVISION FOR PENSION AND OTHER POST-RETIREMENT MEDICAL BENEFITS (continued)
The expected long-term return on plan assets is determined using the after tax return of RSA Government long bond
yields as a guide.
Pension
benefits
2008
$
2007
$
Plan assets
AngloGold Ashanti’s pension plan asset allocations at December 31, 2008 and 2007, by asset
category are as follows:
Asset category
Equity securities
58%           68%
Debt securities
37%           27%
Other
5%             5%
100%         100%
Fair value of plan assets
2008
$
2007
$
Domestic equity securities
81             167
Foreign equity securities
28               33
Domestic fixed interest bonds
60               73
Foreign fixed interest bonds
10                7
Cash
9              13
188            293
Fair value is based on quoted market prices as at December 31, 2008 and 2007. The value of the securities in the
Company’s employee pension plans have been adversely impacted by market volatility in 2008. The declines have had
a substantial impact on the funded status of the plans.
Investment policy
The Trustees have adopted a long-term horizon in formulating the Fund’s investment strategy, which is consistent with
the term of the Fund’s liabilities. The investment strategy aims to provide a reasonable return relative to inflation across
a range of market conditions.
The Trustees have adopted different strategic asset allocations for the assets backing pensioner and active member
liabilities. The strategic asset allocation defines what proportion of the Fund’s assets should be invested in each major
asset class. The Trustees have then selected specialist investment managers to manage the assets in each asset
class according to specific performance mandates instituted by the Trustees.
The Trustees have also put in place a detailed Statement of Investment Principles that sets out the Fund’s overall
investment philosophy and strategy.
Fund returns are calculated on a monthly basis, and the performance of the managers and Fund as a whole is formally
reviewed by the Fund’s Investment Sub-Committee at least every six months.
2008 2007
No. of
Shares
Percentage of
total assets
Fair Value
$
No. of
Shares
Percentage of
total assets
Fair
Value
$
Related parties
Investments held in related parties are
summarized as follows:
Equity securities
AngloGold Ashanti Limited
115,970
1.6%
3
88,458
1.3%
4
Other investments exceeding 5% of
total plan assets
Bonds
RSA R157 Government Bonds 13.5%
-
5.4%
16
IFM Corporate Bond Unit Trust
117,299,950
6.6%
12
-
Allan Gray Orbis Global Equity Fund
316,082
13.4%
25
-
37
16
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-63
27.
PROVISION FOR PENSION AND OTHER POST-RETIREMENT MEDICAL BENEFITS (continued)
Cash flows
Contributions
The Company expects to contribute $4 million (2008: $6 million) to its pension plan in 2009.
$
million
Estimated future benefit payments
The following pension benefit payments, which reflect the expected future service, as appropriate, are expected to be
paid:
2009
15
2010
15
2011
15
2012
14
2013
14
2014 – 2018
69

South Africa post-retirement medical benefits
The provision for post-retirement medical funding represents the provision for health care benefits for employees and
retired employees and their registered dependants. The post-retirement benefit costs are assessed in accordance with
the advice of independent professionally qualified actuaries. The actuarial method used is the projected unit credit
funding method. This scheme is unfunded. The last actuarial valuation was performed at December 31, 2008.

Information with respect to the defined benefit liability, which includes post-retirement medical benefits for
AngloGold Ashanti South Africa employees, for the year ended December 31, is set forth in the table below:
Other benefits
2008
$
2007
$
2006
$
Change in benefit obligation
Benefit obligation at January 1,
168
159
188
Service cost
1
1
1
Interest cost
11
12
13
Plan participants contributions
4
5
5
Benefits paid
(15)            (16)             (17)
Actuarial (gain)/loss
(8)               1
(14)
Translation
(46)               6
(17)
Benefit obligation at December 31,
115
168
159
Unfunded status of the end of the year
(115)
(168)
(159)
Net amount recognized
(115)           (168)           (159)
Components of net periodic benefit cost
Service cost
1
1
1
Interest cost
11
12
13
Actuarial gains and losses
(8) 1
(14)
4
14
-
The assumptions used in calculating the above amounts are:
Discount rate
7.25%         8.25%          8.00%
Expected increase in health care costs
5.50%
6.75%
4.75%
Assumed health care cost trend rates at December 31,
5.50%
6.75%
4.75%
Health care cost trend assumed for next year
5.50%
6.75%
4.75%
Rate to which the cost trend is assumed to decline (the ultimate trend rate)
Assumed health care cost trend rates have a significant effect on the amounts reported for
health care plans. A one percentage-point change in assumed health care cost trend rates
would have the following effect:
1-percentage point
increase
1-percentage point
decrease
Effect on total service and interest cost
1
(1)
Effect on post-retirement benefit obligation
11
(10)
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-64
27.
PROVISION FOR PENSION AND OTHER POST-RETIREMENT MEDICAL BENEFITS (continued)

Cash flows
Post-retirement medical plan
The Company expects to contribute $22 million (2008: $28 million) to the post-retirement medical plan in 2009.
$
million
Estimated future benefit payments
The following medical benefit payments, which reflect the expected future service, as appropriate, are expected to be
paid:
2009
13
2010
13
2011
13
2012
13
2013
13
2014 – 2018
50

Other defined benefit plans
Other defined benefit plans include the Ashanti Retired Staff Pension Plan, the Obuasi Mines Staff Pension Scheme,
the Post-retirement medical scheme for Rand Refinery employees, the Retiree Medical Plan for North American
employees, the Supplemental Employee Retirement Plan for North America (USA) Inc. employees and the Nuclear
Fuels South Africa (NUFCOR) – Retiree Medical Plan for Nufcor South African employees.

Information in respect of other defined benefit plans for the years ended December 31, 2008, 2007 and 2006 have been
aggregated in the tables of change in benefit obligations, change in plan assets and components of net periodic benefit
cost as follows:

Aggregated information in respect of the other defined benefit plans, for the year ended December 31, is set
forth in the table below:
2008
$
2007
$
2006
$
Change in benefit obligations
Balance at January 1,
18
19
18
Interest cost
-
1
-
Actuarial loss
-
-
2
Benefits paid
(1)              (1)              (1)
Translation
-
(1)
-
Balance at December 31,
17
18
19
Change in plan assets
Fair value of plan assets at January 1,
9
8
8
Actual return on plan assets
(1)
-
-
Translation
(2)
1
-
Fair value of plan assets at December 31,
6
9
8
Unfunded status at end of year
(11)              (9)            (11)
Net amount recognized
(11)              (9)            (11)
Components of net periodic benefit cost
Interest cost
-
1
-
Actuarial gains and losses
1
-
2
1
1
2
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-65
27.
PROVISION FOR PENSION AND OTHER POST-RETIREMENT MEDICAL BENEFITS (continued)
Cash flows
The other retirement defined benefit plans are all closed to new members and current members are either retired or
deferred members. The Company does not make a contribution to these plans.
$
million
Estimated future benefit payments
The following pension benefit payments, which reflect the expected future service, as appropriate, are expected to be
paid:
2009
1
2010
1
2011
1
2012
1
2013
1
2014 – 2018
5
Defined contribution funds
Contributions to the various retirement schemes are fully expensed during the year and the cost of contributions to
retirement benefits for the year amounted to $49 million (2007: $51 million, 2006: $40 million).
Australia (Boddington and Sunrise Dam)
The region contributes to the Australian Retirement Fund for the provision of benefits to employees and their
dependants on retirement, disability or death. The fund is a multi-industry national fund with defined contribution
arrangements. Contribution rates by the operation on behalf of employees varies, with minimum contributions meeting
compliance requirements under the Superannuation Guarantee legislation. Members also have the option of
contributing to approved personal superannuation funds. The contributions by the operation are legally enforceable to
the extent required by the Superannuation Guarantee legislation and relevant employment agreements. The cost to the
Company of all these contributions amounted to $3 million (2007: $3 million, 2006: $2 million).
Namibia (Navachab)
Navachab employees are members of a defined contribution provident fund. The fund is administered by the Old
Mutual Insurance Company. Both the Company and the employees contribute to this fund. AngloGold Ashanti Limited
seconded employees at Navachab remain members of the applicable pension or retirement fund in terms of their
conditions of employment with AngloGold Ashanti Limited. The cost of providing retirement benefits for the year
amounted to $1 million (2007: $1 million, 2006: $1 million).
Tanzania (Geita)
Geita does not have a retirement scheme for employees. Tanzanian nationals contribute to the National Social Security
Fund (NSSF) or the Parastatal Provident Fund (PPF), depending on the employee’s choice, and the Company also
makes a contribution on the employee’s behalf to the same fund. On leaving the Company, employees may withdraw
their contribution from the fund. From July 2005, the Company has set up a supplemental provident fund which is
administered by the Parastatal Provident Fund (PPF) with membership available to permanent national employees on a
voluntary basis. The Company makes no contribution towards any retirement schemes for contracted expatriate
employees. AngloGold Ashanti Limited employees seconded in Tanzania remain members of the applicable pension or
retirement fund in terms of their conditions of employment with AngloGold Ashanti Limited. The Company contributes to
the National Social Security Fund (NSSF) on behalf of expatriate employees. On termination of employment the
Company may apply for a refund of contributions from the NSSF.

North America (Cripple Creek & Victor)
AngloGold Ashanti USA sponsors a 401(k) savings plan whereby employees may contribute up to 60 percent of their
salary, of which up to 5 percent is matched at a rate of 150 percent by AngloGold Ashanti USA. AngloGold Ashanti
USA's contributions were $2 million (2007: $1 million, 2006: $2 million).
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-66
27.
PROVISION FOR PENSION AND OTHER POST-RETIREMENT MEDICAL BENEFITS (continued)

South America (AngloGold Ashanti Brasil Mineração, Cerro Vanguardia and Serra Grande)
The AngloGold Ashanti South America region operates defined contribution arrangements for their employees in Brazil.
These arrangements are funded by the operations (basic plan) and operations/employees (optional supplementary
plan). A PGBL fund, similar to the American 401 (k) type of plan was started in December 2001. Administered by
Bradesco Previdencia e Seguros (which assumes the risk for any eventual actuarial liabilities), this is the only private
pension plan sponsored by the Company in the country. Employees in Argentina contribute 11 percent of their salaries
towards the Argentinean government pension fund. The Company makes a contribution of 17 percent of an employee’s
salary on beha lf of employees to the same fund. Contributions amounted to $3 million (2007: $5 million,
2006: $2 million).

Ghana and Guinea (Iduapriem, Obuasi and Siguiri)
Ghana and Guinea contribute to provident plans for their employees which are defined contribution plans. The funds
are administered by Boards of Trustees and invested mainly in Ghana and Guinea government treasury instruments,
fixed interest deposits and other projects. The costs of these contributions for the year amounted to $4 million
(2007: $4 million, 2006: $3 million).

South Africa (Great Noligwa, Kopanang, Moab Khotsong, Mponeng, Savuka, Tau Lekoa and TauTona)
South Africa contributes to various industry-based pension and provident retirement plans which cover substantially all
employees and are defined contribution plans. These plans are all funded and the assets of the schemes are held in
administrated funds separately from the Company's assets. The cost of providing these benefits amounted to
$36 million (2007: $36 million, 2006: $29 million).
28.
SEGMENT AND GEOGRAPHICAL INFORMATION
The Company produces gold as its primary product and does not have distinct divisional segments in terms of principal
business activity, but manages its business on the basis of different geographic segments. This information is consistent
with the information used by the Company’s Chief Operating Decision Maker in evaluating operating performance of,
and making resource allocation decisions among, operations.
Business segment data
Year ended December 31
2008
$
2007
$
2006
$
Revenues
Revenues from product sales:
South Africa
986
1,472
1,513
Argentina
98
129
118
Australia
214
378
307
Brazil
272
323
258
Ghana
307
364
330
Guinea
253
223
167
Mali
186
278
317
Namibia
39
52
50
Tanzania
120
219
199
USA
123
179
124
2,598
3,617
3,383
Less: Equity method investments included above
(186)
(278)
(317)
Plus/less: Loss/(gain) on realized non-hedge derivatives included above
1,243
(291)
(383)
Total revenues from product sales
3,655
3,048
2,683
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-67
28.
SEGMENT AND GEOGRAPHICAL INFORMATION (continued)
Business segment data
Year ended December 31
2008
$
2007
$
2006
$
Depreciation and amortization expense
South Africa
256
301
324
Argentina
17
18
35
Australia
47
54
39
Brazil
59
50
35
Ghana
110
91
119
Guinea
36
45
52
Mali
46
23
50
Namibia
4
6
7
Tanzania
55
58
49
USA
31
32
39
661
678
749
Less: Equity method investments included above
(46)
(23)
(50)
Total depreciation and amortization expense
615
655
699
Segment income/(loss)
South Africa
480
283
359
Argentina
(13)
66
43
Australia
(22)
132
82
Brazil
115
70
92
Ghana
(89)            (34)             (65)
Guinea
121
(2)
(16)
Mali
(100)
91
126
Namibia
(1)
10
19
Tanzania
(510)          (150)            (132)
USA
138
1
(13)
Other, including Corporate and Non-gold producing subsidiaries
(89)
(82)
(54)
Total segment income
30
385
441
Reconciliation of segment income/(loss) to Net loss
Segment total
30
385
441
Exploration costs
(126)           (117)             (58)
General and administrative expenses
(136)
(130)
(140)
Market development costs
(13)            (16)             (16)
Non-hedge derivative loss
(258)          (808)            (208)
Other operating items
(19)              16
(16)
Taxation expense
(22)           (118)           (122)
Discontinued operations
23
2
6
Minority interest
(42)            (28)             (29)
Net loss
(563)          (814)            (142)
Segment assets
South Africa
(1)
2,497
3,353
3,108
Argentina
227
236
254
Australia
(2)
1,279
1,183
805
Brazil
801
674
544
Ghana
(3)
2,075
2,155
2,061
Guinea
359
371
357
Mali
239
291
280
Namibia
61
76
64
Tanzania
848
1,343
1,382
USA
689
528
507
Other, including Corporate, Assets held for sale
(4)
and Non-gold producing subsidiaries
376
171
151
Total segment assets
9,451
10,381
9,513
(1)
Includes assets held for sale of Weltevreden of $nil million (2007: $15 million, 2006: $15 million) and properties held for sale by Rand Refinery Limited
of $1 million (2007: $1 million, 2006: $nil million).
(2)
Includes assets held for sale of Boddington of $781 million in 2008.
(3)
Includes Central African Gold plc held for sale investment of $3 million in 2006.
(4)
Includes exploration properties acquired from Trans-Siberian Gold plc of $15 million in 2007.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-68
28.
SEGMENT AND GEOGRAPHICAL INFORMATION (continued)
Business segment data
Year ended December 31
2008
$
2007
$
2006
$
Expenditure for additions to long-lived assets
South
Africa
347
411
321
Argentina
16
20
19
Australia
439
281
86
Brazil
148
141
186
Ghana
166
119
97
Guinea
22
21
16
Mali
7
9
6
Namibia
12
6
5
Tanzania
53
26
67
USA
27
23
13
Other, including Corporate and Non-gold producing subsidiaries
2
2
1
1,239
1,059
817
Less: Equity method investments included above
(7)
(9)
(6)
Total expenditure for additions to long-lived assets
1,232
1,050
811
Geographical area data
Total revenues
South
Africa
1,041
1,504
1,531
Argentina
99
130
118
Australia
217
379
309
Brazil
285
319
260
Ghana
309
364
330
Guinea
258
224
164
Mali
181
280
321
Namibia
42
54
51
Tanzania
112
224
198
USA
124
180
124
Other, including Corporate and Non-gold producing subsidiaries
-
8
13
2,668
3,666
3,419
Less: Equity method investments included above
(181)
(280)
(321)
Plus/less: Loss/(gain) on realized non-hedge derivatives included above
1,243
(291)
(383)
Total revenues
3,730
3,095
2,715
Long-lived assets by area
South
Africa
1,811
2,506
2,370
Argentina
162
166
183
Australia
294
975
650
Brazil
665
568
454
Ghana
1,862
1,928
1,875
Guinea
211
235
254
Mali
239
291
281
Namibia
20
23
22
Tanzania
609
1,105
1,121
USA
572
396
367
Other, including Corporate and Non-gold producing subsidiaries
59
75
60
Total long-lived assets
6,504
8,268
7,637
29.
ANGLOGOLD LIMITED SHARE INCENTIVE SCHEME AND PLANS

Employee share incentive scheme
At a general meeting held on June 4, 1998, shareholders approved the introduction of the AngloGold Limited Share
Incentive Scheme (“Share Incentive Scheme”) for the purpose of providing an incentive to executive directors and
senior employees of the Company and its subsidiaries to identify themselves more closely with the fortunes of the
Company and also to promote the retention of such employees by giving them an opportunity to acquire shares in the
Company. Employees participate in the scheme to the extent that they are granted options and accept them.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-69
29.
ANGLOGOLD LIMITED SHARE INCENTIVE SCHEME AND PLANS (continued)

At a general meeting held on April 30, 2002, it was approved that the rules of the Share Incentive Scheme be amended
to provide for the exercise of options to be based on a condition, related to the performance of the Company, as
determined by the directors and which will be objective and specified. An employee would only be able to exercise his
options after the date upon which he has received written notification from the directors that the previously specified
performance condition has been fulfilled or waived. The options granted prior to May 1, 2002 remained subject to the
conditions under which they were granted. Although there are no automatically convertible unsecured debentures
currently in issue under the rules of the Share Incentive Scheme, consequential amendments were approved to the
rules of the schem e which effectively made the conversion of debentures subject to the same terms as the exercise of
options.

At December 31, 2008, the maximum number of ordinary shares that may be allocated for the purposes of the scheme
is 9,720,794 (December 31, 2007: 7,630,080), equivalent to 2.75 percent of the total number of ordinary shares in issue
at that date.

At the annual general meeting held on April 29, 2005, shareholders approved the amendment to the maximum
aggregate number of ordinary shares which may be acquired by any one participant in the scheme from 300,000 to
5 percent of the 2.75 percent attributable to all schemes and plans adopted by shareholders (or 0.1375 percent of the
total number of ordinary shares in issue at any one time). At December 31, 2008 the maximum aggregate number of
ordinary shares which may be acquired by any one participant in the scheme was 486,040 shares.

Ordinary shares issued in terms of the Share Incentive Scheme shall, sub ject to the provisions of the Share Incentive
Scheme, rank pari passu with issued shares in all respects, including participation in dividends.

Non-executive directors are not eligible for participation in the Share Incentive Scheme.

Total plan employee costs
On December 31, 2008, the Company has five stock-based compensation plans, which are described below. Total
compensation cost charged against income for these plans was $40 million, $33 million and $42 million for 2008, 2007
and 2006, respectively.

At the year end, the unallocated balance of shares subject to the Share Incentive Scheme amounts to 6,278,998
(2007: 4,315,827).

Options
An option may only be granted to an employee to purchase a certain number of shares, specified by the directors, at the
option price payable in accordance with the rules of the Share Incentive Scheme.

The Share Incentive Scheme provides for the granting of options based on two sep arate criteria:

•
Time related options
Time related options may be exercised over a five year period from date of grant, and may be exercised in
tranches of 20 percent each in years 2, 3 and 4 and 40 percent in year five.

No further options will be granted under this plan which will terminate on February 1, 2012, being the date on
which the last options granted under this plan, may be exercised or will expire.

Resulting from the rights offer made to ordinary shareholders, which was finalized during July 2008, additional
options were awarded to existing option holders in terms of the anti-dilution provision of the original grant. As the
employees did not receive any benefit in excess of the original grant value, no additional compensation cost was
recognized. Approximately one option was awarded for every four held at an exercise price of R194.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-70
29.
ANGLOGOLD LIMITED SHARE INCENTIVE SCHEME AND PLANS (continued)
A summary of time related options showing movement from the beginning of the year to the end of the year, is
presented below:
2008
Options
(000)
2008
Weighted-
average
exercise price
R
Outstanding at the beginning of the year
207
125
Granted as a result of rights offer
42
194
Exercised
(129)
125
Forfeited (terminations)
(4)
194
Outstanding at the end of the year
116
140
Exercisable at the end of the year
116
140

The total intrinsic value of options outstanding at year-end was R13 million (2007: R35 million), with a weighted
average remaining contractual term of 1.7 years (2007: 2.4 years). The intrinsic value of options exercised during
the years ended December 31, 2008, 2007 and 2006 was R15 million, R48 million and R76 million, respectively.

During the years ended December 31, 2007 and 2006 the Company recognized compensation expense related to
time-based awards of less than $1 million and $1 million, respectively. There was no income statement charge for
the current year, as the total compensation cost was expensed up to date of vesting in 2007.
•
Performance related options
Performance related options granted vest in full, three years after date of grant, provided that the conditions on
which the options were granted, namely related to the performance of the Company (growth in an adjusted
earnings per share) as determined by the directors, are met. If the performance conditions are not met at the end
of the first three year period, then performance is re-tested each year over the ten year life of the option on a
rolling three year basis. Options are normally exercisable, subject to satisfaction of the performance conditions,
between three and ten years from date of grant. As none of the performance criteria of the options issued in 2002
and 2003 were met in the initial three years, the grantor decided to roll the schemes forward on a “roll over reset”
basis to be reviewed annually. The performance criteria of th e options issued in 2002, 2003 and 2004 were
achieved during 2006.

The performance related options’ compensation expense is fixed at grant date and recorded when it is probable
that the performance criteria will be met.

Resulting from the rights offer made to ordinary shareholders, which was finalized during July 2008, additional
options were awarded to existing option holders in terms of the anti-dilution provision of the original grant. As the
employees did not receive any benefit in excess of the original grant value, no additional compensation cost was
recognized. Approximately one option was awarded for every four held at an exercise price of R194.

No further performance related options will be granted and all options granted hereunder will terminate on
November 1, 2014, being the date on which the last options granted under these criteria may be exercised or will
expire.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-71
29.
ANGLOGOLD LIMITED SHARE INCENTIVE SCHEME AND PLANS (continued)

A summary of performance related options showing movement from the beginning of the year to the end of the
year, is presented below:
2008
Options
(000)
2008
Weighted-
average
exercise price
R
Outstanding at the beginning of the year
1,638
249
Granted as a result of rights offer
313
194
Exercised
(385)
237
Forfeited (terminations)
(176)
254
Outstanding at the end of the year
1,390
239
Exercisable at the end of the year
1,390
239
The total intrinsic value of options outstanding at year-end was R18 million (2007: R72 million), with a weighted
average remaining contractual term of 5 years (2007: 6 years). The intrinsic value of options exercised during the
years ended December 31, 2008, 2007 and 2006 was R3 million, R53 million and less than R1 million for 2006,
respectively.

All options which have not been exercised within ten years from the date on which they were granted automatically
expire.

During the years ended December 31, 2007 and 2006 the Company recognized $3 million and $29 million,
respectively, compensation expense related to performance related awards. There was no income statement
charge for the current year, as the total compensation cost was expensed up to date of vesting in 2007.

During 2008, a total of 513,444 common shares were issued under the share incentive scheme in terms of time-< br>based and performance awards.

As of December 31, 2008, there was no unrecognized compensation cost related to unvested stock options.

The weighted average of all options outstanding as at December 31, 2008, is as follows:
Range of exercise
Prices
R
Quantity of options
within range
(000)
Weighted average
exercise price
R
Weighted average
contractual life
Years
95 – 143
79
122
1.8
144 – 211
305
192
4.5
212 – 300
1,122
250
4.6
1,506
(1)
231
3.7
(1)
Represents a total of 116,491 time related options and 1,389,833 performance related options outstanding.

No options expired during the year ended December 31, 2008.

Since December 31, 2008 to and including March, 31, 2009, 525,515 options (granted in respect of time and
performance related options) have been exercised.

On January 1, 2006, the Company adopted the fair value recognition provisions of SFAS No. 123(R), “Share-
Based Payment”, using the modified prospective transition method. Under this method, compensation cost
recognized in the year ended December 31, 2006 includes: a) compensation cost for all share-based payments
granted prior to, but not yet vested as of January 1, 2006, based on the grant-date fair value estimated in
accordance with the original provisions of SFAS123, and b) compensation cost for all share-based payments
granted subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the
provisions of SFAS123(R). Th e results for prior periods have not been restated.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-72
29.
ANGLOGOLD LIMITED SHARE INCENTIVE SCHEME AND PLANS (continued)
Bonus Share Plan (BSP) and Long-Term Incentive Plan (LTIP)
At the annual general meeting held on April 29, 2005, shareholders approved the introduction of the BSP and LTIP and
the discontinuation of the previous share incentive scheme. Options granted under the previous share incentive
scheme will remain subject to the conditions under which they were originally granted.

Bonus Share Plan (BSP)
The BSP is intended to provide effective incentives to eligible employees. An eligible employee is one who devotes
substantially the whole of his working time to the business of the Company, any subsidiary of the Company or a
company under the control of AngloGold Ashanti. An award in terms of the BSP may be made at any date at the
discretion of the board, the only vesting condition being three years’ service for awards granted prior to 2008. For all
BSP awards granted from 200 8, 40 percent will vest after one year and the remaining 60 percent will vest after two
years. An additional 20 percent of the original award will be granted to employees if the full award remains unexercised
after three years. The board is required to determine a BSP award value and this will be converted to a share amount
based on the closing price of the Company shares on the JSE on the last business day prior to the date of grant.

During 2008 a total of 115,458 common shares were issued in terms of the BSP rules.

During 2008, additional BSP awards were made to all scheme participants as a result of the rights offer to ordinary
shareholders. The award was made in terms of the anti-dilution provision of the original grant. Employees did not
receive any benefit in excess of the original grant value and no additional compensation cost was recognized.

For awards made, the following information is presented:
Award date
2008                                      2007
2006
Calculated fair value
267.05
322.00
308.00
Vesting date
January 1, 2011
January 1, 2010
March 8, 2009
Expiry date
December 31, 2017
December 31, 2016
March 7, 2016

A summary of time related equity settled compensation scheme showing movement from the beginning of the year to
the end of the year, is presented below:
2008
Options
(000)
Outstanding at the beginning of the year
686
Granted
390
Granted as a result of rights offer
75
Exercised
(116)
Forfeited (terminations)
(90)
Outstanding at the end of the year
945
Exercisable at the end of the year
136

The total intrinsic value of awards outstanding at year-end was R238 million (2007: R201 million), with a weighted
average remaining contractual term of 8 years (2007: 8 years). The intrinsic value of awards exercised during the years
ended December 31, 2008, 2007 and 2006 was R28 million, R13 million and R1 million, respectively. BSP awards are
issued with no exercise price.

Long-Term Incentive Plan (LTIP)
The LTIP is an equity settled share-based payment arrangement, intended to provide effective incentives for executives
to earn shares in the Company based on the achievement of stretched Company performance conditions. Participation
in the LTIP will be offered to executive directors, executive officers/management and selected members of senior
management. An award in terms of the LTIP may be granted at any date during the year that the board of the Company
determine and ma y even be more than once a year. The board is required to determine an LTIP award value and this
will be converted to a share amount based on the closing price of the Company shares on the JSE on the last business
day prior to the date of grant.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-73
29.
ANGLOGOLD LIMITED SHARE INCENTIVE SCHEME AND PLANS (continued)

The main performance conditions in terms of the LTIP issued in 2006 and 2007 are:
•
up to 40 percent of an award will be determined by the performance of total shareholder returns (TSR) compared
with that of a group of comparative gold-producing companies;
•
up to 30 percent of an award will be determined by an adjusted earnings per share compared to a planned
adjusted earnings per share over the performance period;
•
up to 30 percent of an award will be dependent on the achievement of strategic performance measures which will
be set by the Remuneration Committee; and
•
three year’s service is required.
The main performance conditions in terms of the LTIP issued in 2008 are:
•
up to 30 percent of an award will be determined by the performance of total shareholder returns (TSR) compared
with that of a group of comparative gold-producing companies;
•
up to 30 percent of an award will be determined by real growth (above US inflation) in adjusted earnings per share
over the performance period;
•
up to 40 percent of an award will be dependent on the achievement of strategic performance measures which will
be set by the Remuneration Committee; and
•
three-year’s service is required.
During 2008, additional LTIP awards were made to all scheme participants as a result of the rights offer to ordinary
shareholders. The award was made in terms of the anti-dilution provision of the original grant. Employees did not
receive any benefit in excess of the original grant value and no additional compensation cost was recognized.

For awards made, the following information is presented:
Award date
2008                                      2007
2006
Calculated fair value
267.05
322.00
327.00
Vesting date
January 1, 2011
January 1, 2010
August 1, 2009
Expiry date
December 31, 2017
December 31, 2016
July 31, 2016

A summary of time related equity settled compensation scheme showing movement from the beginning of the year to
the end of the year, is presented below:
2008
Options
(000)
Outstanding at the beginning of the year
783
Granted
497
Granted as a result of rights offer
75
Exercised
(44)
Forfeited (terminations)
(321)
Outstanding at the end of the year
990
Exercisable at the end of the year
65
The total intrinsic value of awards outstanding at year-end was R250 million (2007: R230 million), with a weighted
average remaining contractual term of 8 years (2007: 8 years). The intrinsic value of awards exercised during the year
ended December 31, 2008 was R11 million. No awards were exercised during 2007 and 2006. LTIP awards are issued
with no exercise price.

During the years ended December 31, 2008, 2007 and 2006 the Company recognized a compensation expense of
$20 million, $12 million and $9 million, respectively, related to BSP and LTIP awards.

As of December 31, 2008, there was $12 million of unrecognized compensation cost related to unvested awards of the
BSP and LTIP plans. This cost is expected to be recognized over a weighted-average period of approximately 2 years.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-74
29.
ANGLOGOLD LIMITED SHARE INCENTIVE SCHEME AND PLANS (continued)

Employee Share Ownership Plan (ESOP)
On December 12, 2006, AngloGold Ashanti announced the finalization of the Bokamoso Employee Share Ownership
Plan (Bokamoso ESOP) for employees of the South African operations. The Bokamoso ESOP creates an opportunity
for AngloGold Ashanti and the unions to ensure a closer alignment of the interest between South African based
employees and the Company. Participation is restricted to those employees not eligible for participation in any other
South African share incentive plan.

In order to facilitate these transactions the Company established a trust to acquire and administer the ESOP shares.
AngloGold Ashanti allotted and issued free ordinary shares to the trust and also created, allotted and issued E ordinary
shares to the trust for th e benefit of employees. The Company also undertook an empowerment transaction with a
Black Economic Empowerment investment vehicle, Izingwe Holdings (Proprietary) Limited (Izingwe) and recorded a
cost of $19 million during 2006, which was included in general and administrative expenses. The Company also
created, allotted and issued E ordinary shares to Izingwe. The key terms of the E ordinary share are:

•       AngloGold Ashanti will have the right to cancel the E ordinary shares, or a portion of them, in accordance with the
        ESOP and Izingwe cancellation formula, respectively;
•       the E ordinary shares will not be listed;
•       the E ordinary shares which are not cancelled will be converted into ordinary shares; and
•       the E ordinary shares will each be entitled to receive a cash dividend equal to one-half of the dividend per ordinary
        share declared by the Company from time to time and a further one-half is included in the calculation of the strike
        price calculation.

The award of free shares to employees:

The fair value of each free share awarded in 2008 is R188 (2007: R306 and 2006: R320). The fair value is equal to the
market value at the date-of-grant. Dividends declared and paid to the trust will accrue and be paid to ESOP members,
pro rata to the number of shares allocated to them. An equal number of shares vests in 2009, and each subsequent
year up to expiry date of November 1, 2013.

A summary of time related equity settled compensation scheme showing movement from the beginning of the year to
the end of the year, is presented below:
2008
Options
(000)
Outstanding at the beginning of the year
910
Granted
58
Exercised
(58)
Forfeited (terminations)
(54)
Outstanding at the end of the year
856
Exercisable at the end of the year
-

The total intrinsic value of awards outstanding at year-end was R216 million (2007: R267 million), with a weighted
average remaining contractual term of 3 years (2007: 4 years). The intrinsic value of awards exercised during the years
ended December 31, 2008 and 2007 was R14 million and R14 million, respectively. No awards were exercised during
2006.

The Company awarded the right to acquire approximately one AngloGold Ashanti ordinary share for every four free
ordinary shares held in the rights offer finalized during July 2008. The benefit to employees were in terms of the anti-
dilution provision of the original grant and no additional compensation cost was recognized.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-75
29.
ANGLOGOLD LIMITED SHARE INCENTIVE SCHEME AND PLANS (continued)
The award of E ordinary shares to the employees:
The average fair value of the E ordinary shares awarded to employees in 2008 was R13 (2007: R79 and 2006: R105)
per share. Dividends declared in respect of the E ordinary shares will firstly be allocated to cover administration
expenses of the trust, whereafter it will accrue and be paid to ESOP members, pro rata to the number of shares
allocated to them. At each anniversary over a five year period commencing on the third anniversary of the original 2006
award, the Company will cancel the relevant number of E ordinary shares as stipulated by a cancellation formula. Any
E ordinary shares remaining in the tranche will be converted to ordinary shares for the benefit of the employees. All
unexercised awards will be cancelled on May 1, 2014.
The value of each share granted is estimated on the date of grant using the Black-Scholes option-pricing model. The
Black-Scholes option-pricing model requires the input of subjective assumptions, including the expected term of the
option award and stock price volatility. These estimates involve inherent uncertainties and the application of
management judgment. In addition, the Company is required to estimate the expected forfeiture rate and only
recognize expense for those options expected to vest. As a result, if other assumptions had been used, the Company’s
recorded compensation expense could have been different from that reported.
The Black-Scholes option-pricing model used the following assumptions, at grant date:
2008                           2007
2006
Risk-free interest rate
7.00%
7.00%
7.00%
Dividend yield
1.39%
2.06%
2.30%
Volatility factor of market share price
35.00%
33.00%
36.00%
A summary of E ordinary shares, awarded to employees, showing movement from the beginning of the year to the end
of the year, is presented below:
2008
Options
(000)
2008
Weighted-
average
exercise price
R
Outstanding at the beginning of the year
2,731
307
Granted
172
324
Converted
(11)
310
Forfeited (terminations)
(163)
316
Cancelled
(162)
318
Outstanding at the end of the year
2,567
327
Exercisable at the end of the year
-
-
The options outstanding at year-end had no intrinsic value as the share price at year-end of R252 was lower than the
weighted average exercise price of R327 (2007: total intrinsic value of awards outstanding totaled Rnil million). The
options have a weighted average remaining contractual term of 3 years (2007: 4 years). The intrinsic value of options
exercised during the years ended December 31, 2008 and 2007 was less than R1 million. No awards were exercised
during 2006.
Weighted average exercise price is calculated as the initial grant price of R288 plus interest factor less dividend
apportionment. This value will change on a monthly basis.
During the years ended December 31, 2008, 2007 and 2006, the Company recognized a compensation expense of
$14 million, $18 million and $3 million, respectively, related to the ESOP scheme.
In addition to the above share scheme expenses relating to the Bokamoso ESOP plan, the Company awarded the right
to acquire approximately one AngloGold Ashanti ordinary share for every four E ordinary shares held in the rights offer
finalized during July 2008. The benefit to employees was in excess of the anti-dilution provision of the original grant and
additional compensation cost was recognized. The fair value at grant date of these rights awarded to Bokamoso was
calculated at R76 per right. The income statement charge relating to the rights offer to Bokamoso participants was
$6 million in 2008. As the rights were issued as fully vested, the expense was recorded immediately.
As of December 31, 2008, there was $14 million of unrecognized compensation cost related to unvested awards of the
ESOP scheme. This cost is expected to be recognized over the remaining scheme term of 5 years.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
F-76
30.
SUBSEQUENT EVENTS
Repayment of convertible bond
The $1.0 billion convertible bond matured on February 27, 2009 and was redeemed by the Company using the
proceeds from the Standard Chartered Term Facility that had been arranged for this purpose. The Company has
signed an agreement with Standard Chartered amending the terms of the Term Facility signed in November 2008. The
amendment, which comes into effect upon repayment of $750 million of the facility prior to August 26, 2009 will, in
addition to the outstanding balance of $250 million allow the Company to retain revolving access to a further
$250 million. The margin over the bank’s capped cost of funds will now remain fixed at 4.25 percent for the full two year
period of the facility.
Sale of AngloGold Ashanti’s 33.33 percent joint venture interest in Boddington Gold Mine to Newmont Mining
Corporation
On January 28, 2009, AngloGold Ashanti announced that it had agreed to sell its indirect 33.33 percent joint venture
interest in the Boddington Gold Mine in Western Australia to Newmont Mining Corporation (Newmont). Consideration
for the sale consists of:
•
$750 million payable in cash upon the fulfillment of all conditions precedent expected to be fulfilled by
June 30, 2008;
•
$240 million that will be settled in December 2009, payable in cash and/or Newmont shares, at Newmont’s option;
and
•
A royalty capped at $100 million, calculated as the product of, 50 percent of the amount by which the average spot
gold price in each quarter exceeds the costs applicable to sales of the Boddington Gold Mine, as reported by
Newmont, by $600 per ounce and, one-third of total gold production from the Boddington Gold Mine in that
quarter. The royalty is payable in each quarter from and after the second quarter in 2010 that the above threshold
is achieved.
AngloGold Ashanti will be reimbursed for all contributions made to the joint venture after January 1, 2009 and
AngloGold Ashanti will pay Newmont $8 million in respect of its share of working capital at January 1, 2009.
Sale of Tau Lekoa mine
On February 17, 2009, AngloGold Ashanti announced that it had agreed to sell, with effect from January 1, 2010 (or
after), the Tau Lekoa mine together with the adjacent Weltevreden and Goedgenoeg project areas to Simmer and Jack
Mines Limited (Simmers) for an aggregate consideration of:
•
R600 million less an offset up to a maximum of R150 million for un-hedged free cash flow (net cash inflow from
operating activities less stay-in-business capital expenditure) generated by the Tau Lekoa mine in the period
between January 1, 2009 and December 31, 2009, as well as an offset for un-hedged free cash flow generated by
the Tau Lekoa mine in the period between January 1, 2010 and the effective date of the sale. Simmers shall
endeavor to settle the full amount in cash, however it may issue to AngloGold Ashanti ordinary shares in Simmers
up to a maximum value of R150 million, with the remainder payable in cash; and
•
a royalty (Royalty), determined at 3 percent of the net revenue (being gross revenue less state royalties)
generated by the Tau Lekoa mine and any operations as developed at Weltevreden and Goedgenoeg. The
Royalty will be payable quarterly for each quarter commencing from January 1, 2010 until the total production
upon which the Royalty is paid is equal to 1.5 million ounces and provided that the average quarterly rand price of
gold is equal to or exceeds R180,000 per kg (in January 1, 2010 terms).
As at December 31, 2008, the carrying amounts of major classes of assets and liabilities of Tau Lekoa included:
$
million
Inventories
2
Property, plant and equipment
45
Acquired properties
4
Trade and other payables
(2)
Provision for environmental rehabilitation
(3)
46

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F-77





SOCIÉTÉ DES MINES DE MORILA S.A.
FINANCIAL STATEMENTS
for the year ended December 31, 2008
Registration number: 15430
Incorporated in the Republic of Mali

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F-78
Société des Mines de Morila S.A.
Financial Statements
for the year ended December 31, 2008


Statement of responsibility by the board of directors

Report of Independent Registered Public Accounting Firm

Income statement

Balance sheet

Statement of changes in shareholders’ equity

Cash flow statement

Notes to the financial statements



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F-79
Statement of Responsibility by the Board of Directors
For the year ended December 31, 2008

The directors are responsible for the preparation, integrity and fair presentation of the financial statements of Société des
Mines de Morila S.A.. The financial statements presented on pages 5 to 33 have been prepared in accordance with
International Financial Reporting Standards as issued by the IASB, and include amounts based on judgments and estimates
made by management.

The directors are also responsible for the Company’s system of internal financial controls. These are designed to provide
reasonable, but not absolute, assurance as to the reliability of the financial statements and to adequately safeguard, verify and
maintain accountability of assets, and to prevent and detect misstatement and loss. Nothing has come to the attention of the
directors to indicate that any material breakdown in the functioning of these controls, pr ocedures and systems has occurred
during the year under review.

The going concern basis has been adopted in preparing the financial statements. The directors have no reason to believe that
the Company will not be a going concern in the foreseeable future based on forecasts and available cash resources. These
financial statements support the viability of the Company.



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F-80
Report of the Independent Registered Public Accounting Firm
To the Members of Société des Mines de Morila S.A.


We have audited the accompanying balance sheet of Société des Mines de Morila S.A. (the Company) as of
December 31, 2008, and the related statement of income, shareholders’ equity, and cash flows for the year then ended. These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. Our audit included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of express ing an
opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Société
des Mines de Morila S.A. at December 31, 2008 and the results of its operations and its cash flows for the year then ended, in
conformity with International Financial Reporting Standards as issued by the IASB.








BDO Stoy Hayward LLP

London, England
April 22, 2009
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F-81
Report of the Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Société des Mines de Morila S.A.


We have audited the accompanying balance sheet of Société des Mines de Morila S.A. (the Company) as of
December 31, 2006, and the related statement of income, shareholders’ equity, and cash flows for the year then ended. These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over
financial reporting. Our audit included consideration of internal control over financial reporting as a basis for desig ning audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Société
des Mines de Morila S.A. at December 31, 2006 and the results of its operations and its cash flows for the year then ended, in
conformity with International Financial Reporting Standards.








Ernst & Young Inc. Registered Auditor

Johannesburg, Republic of South Africa
June 15, 2007




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F-82
Société des Mines de Morila S.A.
Income Statements
for the years ended December 31,

Note
2008
$’000
Unaudited
2007
$’000
2006
$’000
Restated
(Note 2.5)
Revenue
370,586
319,218
314,878
Operating costs
(188,174)                 (170,332)                (156,552)
182,412
148,886
158,326
Other (expenditure) / income – net
(5,108)
(990)
2,718
Operating profit
13
177,304
147,896
161,044
Finance income
21
246
362
651
Finance costs
21
(2,450)
(3,392)
(3,739)
Finance costs – net
21
(2,204)
(3,030)
(3,088)
Profit before taxation
175,100
144,866
157,956
Taxation 14
(57,971)
(52,058)
(57,717)
Net profit attributable to Equity Shareholders
117,129
92,808
100,239

The accompanying notes are an integral part of the financial statements.
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F-83
Société des Mines de Morila S.A.
Balance sheets
At December 31,

Note
2008
$’000
Unaudited
2007
$’000
ASSETS
Non-current assets
197,891                   213,409
Property, plant and equipment
9
65,829
77,159
Deferred tax asset
8
3,897
5,408
Non-current receivables
12
6,087
28,822
Long-term
ore
stockpiles
10                   122,078                   102,020
Current assets
147,550                   120,020
Inventories
10 95,917                      72,061
Accounts
receivable
12 15,728                     33,952
Prepaid expenses
8,429
14,007
Cash and cash equivalents
27,476
-
Total assets
345,441                   333,429
EQUITY
AND
LIABILITIES
Capital and reserves
Share
capital
4                            16                            16
Distributable reserves
282,386                   266,257
Shareholder’s equity
282,402                   266,273
Non-current liabilities
21,259                     22,808
Deferred tax liability
3,025
2,324
Shareholder’s
loan
5                       4,040                       3,860
Environmental rehabilitation provision
6
10,984
11,218
Interest bearing borrowings
7
3,210
5,406
Current liabilities
41,780                     44,348
Accounts
payable
11                     16,608                     22,495
Taxation payable
22,976
6,574
Short-term portion of interest bearing
borrowings
7                        2,196                      2,715
Bank overdrafts
-
12,564
Total shareholders’ equity and liabilities
345,441                  333,429

The accompanying notes are an integral part of the financial statements.


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F-84
Société des Mines de Morila S.A.
Statements of changes in shareholders’ equity
for the years ended December 31,

Share
Capital
$’000
Retained
Income
$’000
Total
$’000
Balance at January 1, 2005
16
221,710
221,726
Net profit for the year
-
100,239
100,239
Dividends declared and paid
-
(76,000)
(76,000)
Balance at December 31, 2006
16
245,949
245,965
Net profit for the year
-
92,808
92,808
Dividends declared and paid
-
(72,500)
(72,500)
Balance at December 31, 2007
16
266,257
266,273
Net profit for the year
-
117,129
117,129
Dividends declared and paid
-
(101,000)
(101,000)
Balance at December 31, 2008
16
282,386
282,402

The accompanying notes are an integral part of the financial statements.



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F-85
Société des Mines de Morila S.A.
Cash flow statements
for the years ended December 31,

Note
2008
$’000
Unaudited
2007
$’000
2006
$’000
Restated
(Note 2.5)
Cash flows from operating activities
Profit after taxation
117,129
92,808
100,239
Adjustments:
- Tax expense
57,971
52,058
57,717
- Net finance charges
2,203
3,030
2,495
- Depreciation
13,397
13,566
15,583
- Provision for bad debt
-
(1,364)
1,137
190,700
160,098
177,171
Effects of changes in operating working capital items
- Receivables
19,591
(33,149)
(21,680)
- Inventories and ore stockpiles
(43,913)
(39,092)
(29,441)
- Accounts payable and accrued liabilities
(5,887)
5,437
(5,103)
Cash generated from operations before interest and tax
160,940
93,895
121,540
Taxation paid
15
(12,412)
(30,592)
(36,960)
Interest received
246
362
651
Interest paid –net
(2,449)
(3,392)
(2,982 )
Net cash generated from operating activities
146,505
60,445
82,249
Cash flows from investing activities
Additions to mining assets
(2,750)
(1,694)
(2,900)
Net cash flows utilized in investing activities
(2,750)
(1,694)
(2,900 )
Cash flows from financing activities
Long term liabilities repaid
(2,715)                     (3,243)
(2,825)
Increase in shareholder loan
180
171
-
Dividends paid
(101,000)                   (72,500)
(76,000)
Net cash flows utilized in financing activities
(103,535)
(75,572)
(78,825 )
Net increase/(decrease) in cash and equivalents
40,040
(16,992)
524
Cash and equivalents at beginning of year
(12,564)
4,428
3,904
Cash and equivalents at end of year
27,476
(12,564)
4,428
Cash at bank and in hand
27,476
(12,564)
4,428

The principal non-cash transactions are the acquisition of mining assets through finance leases (note 7) and the off-set of
income taxes against indirect tax receivables (note 15).

The accompanying notes are an integral part of the financial statements.




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Société des Mines de Morila S.A.
Notes to the financial statements
for the year ended December 31, 2006, 2007 and 2008
F-86

1.
Nature of operations

Société des Mines de Morila S.A. (the “Company”) owns the Morila gold mine in Mali. The Company is owned 80% by
Morila Limited and 20% by the Government of Mali. Randgold Resources Limited and AngloGold Ashanti Limited
(formerly AngloGold Limited) each own 50% of Morila Limited. The Company is engaged in gold mining and related
activities, including exploration, extraction, processing and smelting. Gold bullion, the Company’s principal product, is
currently produced and sold in Mali.
2.
Significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. These
policies have been consistently applied to all the years presented and are consistent with prior years, except for the
change in accounting policy relating to stripping costs. Refer note 2.5.

2.1
Basis of preparation

These financial statements have been prepared in accordance with International Financial Reporting Standards
(“IFRS”) as issued by the International Accounting Standards Board (IASB). The financial statements have been
prepared under the historical cost convention, as modified by certain financial assets and financial liabilities
(including derivative instruments), which are carried at fair value.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting
estimates. It also requires management to exercise its judgement in the process of applying the company’s
accounting policies. The areas involving a high degree of judgement or complexity, or areas where assumptions
and estimates are significant to the financial statements, are disclosed in note 3.
2.2
General

The financial statements are measured and presented in US dollars, as it is the primary measurement currency
in which transactions are undertaken. Monetary assets and liabilities in foreign currencies are translated to
US dollars at rates of exchange ruling at the end of the financial period. Translation gains and losses arising at
period-end, as well as those arising on the translation of settled transactions occurring in currencies other than
the functional currency, are included in net income.
2.3
Foreign currency translation
(a) Functional and presentation currency

The consolidated financial statements are presented in US dollars, which is the Company’s functional and
presentation currency.

(b) Transactions and balances

Foreign currency transactions are translated into the measurement currency using the exchange rates prevailing
at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated
in foreign currencies are recognized in the income statement.
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Société des Mines de Morila S.A.
Notes to the financial statements
for the year ended December 31, 2006, 2007 and 2008
F-87

2.
Significant accounting policies (continued)
2.4
Property, plant and equipment
(a) Undeveloped properties

Undeveloped properties upon which the Company has not performed sufficient exploration work to determine
whether significant mineralization exists, are carried at original cost. Where the directors consider that there is
little likelihood of the properties being exploited, or the values of the exploitable rights have diminished below
cost, an impairment is recorded.

(b) Long-lived assets

Long-lived assets including development costs and mine plant facilities are initially recorded at cost. Where
relevant the estimated cost of dismantling the asset and remediating the site is included in the cost of property,
plant and equipment, subsequently they are measured at cost less accumulated amortisation and impairment.
Development costs and mine plant facilities relating to existing and new mines are capitalised. Development
costs consist primarily of direct expenditure incurred to establish or expand productive capacity, and are
capitalised until commercial levels of production are achieved, after which the costs are amortised.

(c) Short-lived assets

Short-lived assets including non-mining assets are shown at cost less accumulated depreciation and impairment.

(d) Depreciation and amortization

Long-lived assets include mining properties, mine development costs and mine plant facilities. Depreciation and
amortization in respect of long-lived assets are charged over the life of the mine based on estimated ore tons
contained in proven and probable reserves. Proven and probable ore reserves reflect estimated quantities of
economically recoverable reserves, which can be recovered in the future from known mineral deposits. Short-
lived assets, which include motor vehicles, office equipment and computer equipment, are depreciated over
estimated useful lives of between two to five years, using the straight-line method but limited to the life of mine.

(e) Impairment

The carrying amounts of the property, plant an d equipment of the Company are compared to the recoverable
amount of the assets whenever events or changes in circumstances indicate that the net book value may not be
recoverable. The recoverable amount is the higher of value in use and fair value less cost to sell.

In assessing the value in use, the expected future cash flows from the asset is determined by applying a
discount rate to the anticipated pre-tax future cash flows. The discount rate used is derived from the Company’s
credit-adjusted risk-free rate. Revenue for pit optimization assumptions are based on a gold price of $650
(2007: $550) and the extraction of proven and probable reserves as per the approved mine plan. Working costs
and sustaining capital expenditure are estimated based on the approved mine plan. An impairment is
recognized in the income statement to the extent that the carrying amount exceeds the assets’ recoverable
amount. The revised carrying amounts are depreciated in line with accounting policies.

A previously recognized impairment loss is reversed if the recoverable amount increases as a result of a reversal
of the conditions that originally resulted in the impairment. This reversal is recognized in the income statement
and is limited to the carrying amount that would have been determined, net of depreciation, had no impairment
loss been recognized in prior years.

The estimates of future discounted cash flows are subject to risks and uncertainties including the future gold
price. It is therefore reasonably possible that changes could occur which may affect the recoverability of mining
assets.
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Société des Mines de Morila S.A.
Notes to the financial statements
for the year ended December 31, 2006, 2007 and 2008
F-88

2.
Significant accounting policies (continued)
2.5
Stripping costs

All stripping costs incurred (costs incurred in removing overburden to expose the ore) during the production
phase of a mine are treated as variable production costs and as a result are included in the cost of inventory
produced during the period that the stripping costs are incurred.
2.6
Inventories

Inventories, which include consumable stores, gold in process and ore stockpiled, are stated at the lower of cost
or net realizable value. The cost of ore stockpiles and gold produced is determined principally by the weighted
average cost method using related production costs. Costs of gold inventories include all costs incurred in gold
production such as milling costs, mining costs and directly attributable mine general and administration costs but
exclude transport costs, refining costs and royalties.

Net realizable value is determined with reference to current market prices. A selective mining process is used
and a number of grade categories exist. Full grade ore is defined as ore above 1.4g/t and marginal ore is
defined a sore between 1.0g/t and 1.4g/t. Mineralised waste is between 0.7g/t and 1.0g/t and was being less
than 0.7g/t. Full grade ore and margina l ore form part of inventory. Under present market conditions the
mineralised waste is classified as waste.

All stockpile grades are currently being processed and all ore is expected to be fully processed. This does not
include high grade tailings, which are carried at zero value due to uncertainty as to whether they will be
processed through the plant.

The processing of ore in stockpiles occurs in accordance with the life of mine processing plan that has been
optimized based on the known mineral reserves, current plant capacity and mine design.

Consumable stores are valued at average cost after appropriate provision for redundant and slow moving items
have been made.
2.7
Interest and borrowing cost

Interest and borrowing cost is recognised on a time proportion basis, taking into account the principal
outstanding and the effective rate over the period to maturity. Borrowing cost is expensed as incurred except to
the extent that it relates directly to the construction of property, plant and equipment during the time that is
required to complete and prepare the asset for its intended use, when it is capitalised as part of property, plant
and equipment. Borrowing cost is capitalised as part of the cost of the asset where it is probable that the asset
will result in economic benefit and where the borrowing cost can be measured reliably.
2.8
Financial instruments

Financial instruments are measured as indicated below. Financial instruments carried on the balance sheet
include cash and cash equivalents, receivables, accounts payable and borrowings.
2.9
Receivables

Receivables are recognised initially at fair value. There is a rebuttable presumption that the transaction price is
fair value unless this could be refuted by reference to market indicators. Subsequently, receivables are
measured at amortised cost using the effective interest method, less provision for impairment.

A provision for impairment of trade receivables is established when there is objective evidence that the company
will not be able to collect all amounts due according to the original terms of receivables.
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Société des Mines de Morila S.A.
Notes to the financial statements
for the year ended December 31, 2006, 2007 and 2008
F-89

2.
Significant accounting policies (continued)
Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial
reorganisation, and default or delinquency in payments are considered indicators that the trade receivable is
impaired. The amount of the provision is the difference between the asset’s carrying amount and the present
value of estimated future cash flows, discounted at the effective interest rate. The amount of the provision is
recognised in the income statement.
2.10    Cash and cash equivalents

Cash and cash equivalents are carried in the balance sheet at cost. For the purpose of the cash flow statement,
cash and cash equivalents comprise cash on hand, deposits held at call with banks, other short term highly liquid
investments with a maturity of three months or less at the date of purchase and bank overdrafts. In the balance
sheet, bank overdrafts are included in current liabilities.
2.11    Borrowings

Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently
stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption
value is recognized in the income statement over the period of the borrowings using the effective interest
method.

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement
of the liability for at least 12 months after the balance sheet date.
2.12    Accounts payable

Accounts payable and other short-term monetary liabilities, are initially recognised at fair value and subsequently
carried at amortised cost using the effective interest method.
2.13    Rehabilitation costs

The net present value of estimated future rehabilitation cost estimates is recognized and provided for in the
financial statements and capitalized to mining assets on initial recognition. Initial recognition is at the time of the
disturbance occurring and thereafter as and when additional environmental disturbances are created. The
estimates are reviewed annually to take into account the effects of inflation and changes in estimates and are
discounted using rates that reflect the time value of money.

Annual increases in the provision are charged to income and consist of finance costs relating to the change in
present value of the provision and inflationary increases in the provision estimate. The present value of
additional environmental disturbances created are capitalized to mining assets against an increase in the
rehabilitation provision. The rehabilitation asset is depreciated as not ed previously. Rehabilitation projects
undertaken, included in the estimates, are charged to the provision as incurred.

Environmental liabilities, other than rehabilitation costs, which relate to liabilities arising from specific events, are
expensed when they are known, probable and may be reasonably estimated.
2.14    Provisions

Provisions are recognized when the Company has a present legal or constructive obligation as a result of past
events where it is probable that an outflow of resources embodying economic benefits will be required to settle
the obligation, and a reliable estimate of the amount of the obligation can be made.
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Société des Mines de Morila S.A.
Notes to the financial statements
for the year ended December 31, 2006, 2007 and 2008
F-90

2.
Significant accounting policies (continued)
2.15     Employee benefits

(a) Post employment benefits

The Company has a defined contribution plan. A defined contribution plan is a plan under which the Company
pays fixed contributions. The Company has no legal or constructive obligations to pay further contributions if the
fund does not hold sufficient assets to pay all employees.

Retirement benefits for employees of the Company are provided by the Mali Government social security system
to which the Company and its employees contribute a fixed percentage of payroll costs each month. The
Company has no further payment obligations once the contributions have been paid. The contributions are
recognized as employee benefit expense when they are due.

(b) Termination benefits

Termination benefits are payable when employment is terminated before the normal retirement date, or
whenever an employee accepts voluntary redundancy in exchange for these benefits. The Company recognizes
termination benefits when it is demonstrably committed to either: terminating the employment of current
employees according to a detailed formal plan without possibility of withdrawal; or providing termination benefits
as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after
balance sheet date are discounted to present value.
2.16    Finance Leases

Leases of plant and equipment where the Company assumes a significant portion of risks and rewards of
ownership are classified as a finance lease. Finance leases are capitalized at the estimated present value of the
underlying lease payments. Each lease payment is allocated between the liability and the finance charges to
achieve a constant rate on the finance balance outstanding. The interest portion of the finance payment is
charged to the income statement over the lease period. The plant and equipment acquired under the finance
lease are depreciated over the shorter of the lease term or the useful lives of the assets.
2.17    Revenue recognition

Revenue is recognized as follows:

a)
Gold sales - Revenue arising from gold sales is recognized when the risks and rewards of ownership and
title pass to the buyer under the terms of the applicable contract and the pricing is fixed and determinable.

These are met when the gold and silver leaves the mine’s smelthouse.

As gold sales are subject to customer survey adjustment, sales are initially recorded on a provisional basis
using the Company’s best estimate of contained metal. Subsequently adjustments are recorded in turnover
within a matter of days to take into account final assay and weight certificates from the refinery, if different
from the initial certificates. Historically the differences between the estimated and actual contained gold
have not been significant.
b)      Interest income - Interest is recognized on a time proportion basis, taking into account the principal
outstanding and the effective rate over the period to maturity. Interest income is included within finance
income.
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Société des Mines de Morila S.A.
Notes to the financial statements
for the year ended December 31, 2006, 2007 and 2008
F-91

2.
Significant accounting policies (continued)
2.18    Exploration costs

The Company expenses all exploration and evaluation expenditures until the directors conclude that a future
economic benefit is more likely than not of being realised, i.e. “probable”. In evaluating if expenditures meet this
criterion to be capitalised, the directors utilise several different sources of information depending on the level of
exploration. While the criteria for concluding that expenditure should be capitalised is always probable, the
information that the directors use to make that determination depends on the level of exploration.

a)
Exploration and evaluation expenditure on brownfield sites, being those adjacent to mineral deposits which
are already being mined or developed, is expensed as incurred until the directors are able to demonstrate
that future economic benefits are probable through the completion of a prefeasibility study, after which the
expenditure is capitalised as a mine development cost. A ‘prefeasibility study’ consists of a comprehensive
study of the viability of a mineral project that has advanced to a stage where the mining method, in the case
of underground mining, or the pit configuration, in the case of an open pit, has been established, and which,
if an effective method of mineral processing has been determined, includes a financial analysis based on
reasonable assumptions of technical, engineering, operating economic factors and the evaluation of other
relevant factors. The prefeasibility study, when combined with existing knowledge of the mineral property
that is adjacent to mineral deposits that are already being mined or developed, allow the directors to
conclude that it is more likely than not that the company will obtain future economic benefit from the
expenditures.

b)
Exploration and evaluation expenditure on greenfield sites, being those where the company does not have
any mineral deposits which are already being mined or developed, is expensed as incurred until a final
feasibility study has been completed, after which the expenditure is capitalised within development costs if
the final feasibility study demonstrates that future economic benefits are probable.

c)
Exploration and evaluation expenditure relating to extensions of mineral deposits which are already being
mined or developed, including expenditure on the definition of mineralisation of such mineral deposits, is
capitalised as a mine development cost following the completion of an economic evaluation equivalent to a
prefeasibility study. This economic evaluation is distinguished from a prefeasibility study in that some of the
information that would normally be determined in a prefeasibility study is instead obtained from the existing
mine or development. This information when combined with existing knowledge of the mineral property
already being mined or developed, allow the directors to conclude that more likely than not the group will
obtain future economic benefit from the expenditures. Costs relating to property acquisitions are also
capitalised. These costs are capitalised within developm ent costs.
2.19    Current taxation

Current tax is the tax expected to be payable on the taxable income for the year calculated using rates (and
laws) that have been enacted or substantively enacted by the balance sheet date. It includes adjustments for tax
expected to be payable or recoverable in respect of previous periods.
2.20    Deferred taxation

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the consolidated financial statements. However, if the
temporary difference arise from initial recognition of an asset or liability in a transaction other than a business
combination that at the time of the transaction affects neither accounting nor taxable profit or loss, it is not
accounted for.

Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the
balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax
liability is settled. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will
be available against which the temporary differences can be utilised.
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Société des Mines de Morila S.A.
Notes to the financial statements
for the year ended December 31, 2006, 2007 and 2008
F-92

2.
Significant accounting policies (continued)
2.21 Recent accounting pronouncements

The following standards and interpretations which have been recently issued or revised have not been adopted
early by the group. Their expected impact is discussed below:

•  Amendment to IAS 23 Borrowing Costs (effective for annual periods beginning on or after
1 January 2009).
The amendment removes the option of immediately recognising as an expense borrowing costs that relate to
qualifying assets (assets that take a substantial period of time to get ready for use or sale). Instead, an entity will
be required to capitalise borrowing costs whenever the conditions for capitalisation are met. The company will
apply amendments to IAS 23 from 1 January 2009, but it is not expected to have any significant impact on the
accounts of the company.

•  Amendment to IFRS 2 Share-based Payment: Vesting Conditions and cancellations (effective for
annual periods beginning on or after 1 January 2009).
This amendment clarifies that vesting conditions are service conditions and performance conditions only. Other
features of a share-based payment are not vesting conditions. The purpose of making the distinction is so as to
be able to address the accounting for non-vesting conditions, which were not previously covered by IFRS 2. The
guidance in IFRS 2 covering the accounting for vesting conditions is not affected by the amendment. The
amendment also specifies that all cancellations, whether by the entity or by other parties, should receive the
same accounting treatment. The amendment is likely to have a particular impact on entities operating Save As
You Earn (SAYE) schemes because it results in an immediate acceleration of the IFRS 2 expense if an
employee decides to stop contributing to the savings plan, as well as a potential revision to the fair value of the
awards granted to factor in the probability of employe es withdrawing from such a plan. The company will apply
amendments to IFRS 2 from 1 January 2009, but it is not expected to have any significant impact on the
accounts of the company.

•  Amendments to IAS 1 Presentation of Financial Statements: A Revised Presentation (effective for
annual periods beginning on or after 1 January 2009).
The amendment to IAS 1 affects the presentation of owner changes in equity and of comprehensive income. An
entity will be required to present, in a statement of changes in equity, all owner changes in equity. All non-owner
changes in equity (i.e. comprehensive income) are required to be presented in one statement of comprehensive
income or in two statements (a separate income statement and a statement of comprehensive income). The
standard does not change the recognition, measurement or disclosure of specific transactions and other events
required by other IFRSs. The company will apply amendments to IAS 1 from 1 January 2009, but it is not
expected to have any significant impact on the accounts of the company.

•  Amendments to IAS 27 Consolidated and Separate Financial Statements (effective for annual periods
beginning on or after 1 July 2009).
This amendment relates in particular to acquisitions of subsidiaries achieved in stages and disposals of interests,
with significant differences in the accounting depending on whether control is gained or not, or a transaction
simply results in a change in the percentage of the controlling interest. The amendment does not require the
restatement of previous transactions. The amendment to IAS 27 must be adopted at the same time as IFRS 3
Revised. The company will apply amendments to IAS 27 from 1 July 2009, but it is not expected to have any
significant impact on the accounts of the company.

•  Amendments to IAS 32 and IAS 1 Puttable Financial Instruments and Obligations Arising on
Liquidation (effective for annual periods beginning on or after 1 January 2009).
This amendment results in certain types of financial instrument that meet the definition of a liability, but represent
the residual interest in the net assets of the entity, being classified as equity. The amendment requires entities
to classify the following types of financial instruments as equity, provided they have particular features and meet
specific conditions: (a) Puttable financial instruments; and, (b) instruments, or components of instruments, that
impose on the entity an obligation to deliver to another party a pro rata share of the net assets of the entity only
on liquidation. The company will apply amendments to IAS 32 from 1 January 2009, but it is not expected to
have any significant impact on the accounts of the company.
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Société des Mines de Morila S.A.
Notes to the financial statements
for the year ended December 31, 2006, 2007 and 2008
F-93

2.
Significant accounting policies (continued)
• Amendments to IFRS 1 and IAS 27 Cost of an Investment in a subsidiary, jointly-controlled entity or
associate (effective for annual periods beginning on or after 1 January 2009).
This amendment allows a first-time adopter that, in its separate financial statements, elects to measure its
investments in subsidiaries, jointly controlled entities or associates at cost to initially recognise these investments
either at cost determined in accordance with IAS 27 or deemed cost (being either its fair value at the date of
transition to IFRSs or its previous GAAP carrying amount at that date). The company will apply amendments to
IFRS 1 and IAS 27 from 1 January 2009, but it is not expected to have any impact on the accounts of the
company.

•  Amendment to IAS 39 Financial Instruments: Recognition and Measurement: Eligible Hedged Items
(effective for annual periods beginning on or after 1 July 2009).
This amendment clarifies how the principles that determine whether a hedged risk or portion of cash flows is
eligible for designation should be applied in the designation of a one-sided risk in a hedged item, and inflation in
a financial hedged item. The company will apply amendments to IAS 39 from 1 July 2009, but it is not expected
to have any impact on the accounts of the company.

•  IFRIC 13 Customer Loyalty Programmes (effective for annual periods beginning on or after 1 July 2008).
The Interpretation addresses accounting by entities that grant loyalty award credits (such as ‘points’ or travel
miles) to customers who buy other goods or services. Specifically, it explains how such entities should account
for their obligations to provide free or discounted goods or services (‘awards’) to customers who redeem award
credits. The Interpretation requires entities to allocate some of the proceeds of the initial sale to the award
credits and recognise these proceeds as revenue only when they have fulfilled their obligations. They may fulfil
their obligations by supplying awards themselves or engaging (and paying) a third party to do so. The company
will apply IFRIC 13 from 1 January 2009, but it is not expected to have any impact on the accounts of the
company.

•  IFRIC 15 Agreements for the Construction of Real Estate (effective for annual periods beginning on or
after 1 January 2009).
This Interpretation clarifies the definition of a construction contract, the interaction between IAS 11 and IAS 18
and provides guidance on how to account for revenue when the agreement for the construction of real estate
falls within the scope of IAS 18. For some entities, the Interpretation may give rise to a shift from the recognition
of revenue using the percentage of completion method to the recognition of revenue at a single time (e.g. at
completion, upon or after delivery). Affected agreements will be mainly those accounted for in accordance with
IAS 11 that do not meet the definition of a construction contract as interpreted by the IFRIC and do not result in a
‘continuous transfer’ (i.e. agreements in which the entity transfers to the buyer control and the significant risks
and rewards of ownership of the work in progress in its current state as construction progresses). The company
will apply IFRIC 15 from 1 January 2009, but it is not expected to have any significant impact on the accounts of
the company.

•  IFRIC 16 Hedges of a Net Investment in a Foreign Operation (effective for annual periods beginning on
or after 1 October 2008).
IFRIC 16 clarifies that: (a) The presentation currency does not create an exposure to which an entity may apply
hedge accounting. Consequently, a parent entity may designate as a hedged risk only the foreign exchange
differences arising from a difference between its own functional currency and that of its foreign operation. (b) The
hedging instrument(s) may be held by any entity or entities within the group, other than the entity being hedged.
(c) While IAS 39 Financial Instruments: Recognition and Measurement must be applied to determine the amount
that needs to be reclassified to profit or loss from the foreign currency translation reserve in respect of the
hedging instrument, IAS 21 The Effects of Changes in Foreign Exchange Rates must be applied in respect of the
hedged item. IFRIC 16 applies prospectively from its effective date. The company will apply IFRIC 16 from
1 January 2009, but it is not expected to have any impact on the accounts of the company.
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Société des Mines de Morila S.A.
Notes to the financial statements
for the year ended December 31, 2006, 2007 and 2008
F-94

2.
Significant accounting policies (continued)
•  IFRIC 17 Distributions of Non-cash Assets to Owners Estate (effective for annual periods beginning on
or after 1 July 2009).
Prior to this interpretation, IFRSs did not address how an entity should measure distributions of assets other than
cash when it pays dividends. Dividends payable were sometimes recognised at the carrying amount of the
assets to be distributed and sometimes at their fair value. The Interpretation clarifies that: a dividend payable
should be recognised when the dividend is appropriately authorised and is no longer at the discretion of the
entity; that an entity should measure the dividend payable at the fair value of the net assets to be distributed;
and, that an entity should recognise the difference between the dividend paid and the carrying amount of the net
assets distributed in profit or loss. The Interpretation also requires an entity to provide additional disclosures if
the net assets being held for distribution to owners meet the definition of a discontinued operation. IFRIC 17
applies to pro rata distributions of non-cash assets except f or common control transactions. It does not have to
be applied retrospectively. The company will apply IFRIC 17 from 1 January 2010, but it is not expected to have
any impact on the accounts of the company.

•  IFRS 8 Operating Segments Estate (effective for annual periods beginning on or after 1 January 2009).
This standard requires an entity to adopt the ‘management approach’ to reporting on the financial performance of
its operating segments. Generally, the information to be reported would be what management uses internally for
evaluating segment performance and deciding how to allocate resources to operating segments. Such
information may be different from what is used to prepare the income statement and balance sheet. The
standard also requires explanations of the basis on which the segment information is prepared and
reconciliations to the amounts recognised in the income statement and balance sheet. The company will apply
IFRS 8 from 1 January 2009, but it is not expected to have any significant impact on the accounts of the
company.

•  Improvements to IFRSs (effective for annual periods beginning on or after 1 January 2009).
This amendment takes various forms, including the clarification of the requirements of IFRSs and the elimination
of inconsistencies between Standards. The most significant changes cover the following issues: The
classification of assets and liabilities as held for sale where a non-controlling interest is retained; accounting by
companies that routinely sells assets previously held for rental to others; accounting for loans given at a nil or
below market rate of interest; the reversal of impairments against investments in associates accounted for using
the equity method; the timing of expense recognition for costs incurred on advertising and other promotional
activity; and, accounting for properties in the course of construction. The company will apply improvements to
IFRSs from 1 January 2009, but it is not expected to have any significant impact on the accounts of the
company.

•  Revised IFRS 1 First-time Adoption of international Financial Reporting Standards (effective for
annual periods beginning on or after 1 January 2009).
The revised version of IFRS 1 has an improved structure but does not contain any technical changes. This
revision is not applicable to the company, as it already prepares it financial statements under IFRS.

•  Revised IFRS 3 Business Combinations (effective for annual periods beginning o or after 1 July 2009).
The basic approach of the existing IFRS 3 to apply acquisition accounting in all cases and identify an acquirer is
retained in this revised version of the standard. This includes much of the current guidance for the identification
and recognition of intangible assets separately from goodwill. However, in some respects the revised standard
may result in very significant changes, including: The requirement to write of all acquisition costs to profit or loss
instead of including them in the cost of investment; the requirement to recognise an intangible asset even if it
cannot be reliably measured; and, an option to gross up the balance sheet for goodwill attributable to minority
interests (which are renamed ‘non-controlling interests’). The revised standard does not require the restatement
of previous business combinations. Revised IFRS 3 must be adopted at the same time as the amendment to
IAS 27. The company will apply revised IFRS 3 from 1 January 2009, but it is not expected to have any
significant impact on the accounts of the company.

The company has adopted the following standards which is effective for the first time this year. The impact is
discussed below:
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Société des Mines de Morila S.A.
Notes to the financial statements
for the year ended December 31, 2006, 2007 and 2008
F-95

2.
Significant accounting policies (continued)

•  IFRIC INTERPRETATION 11 IFRS 2 SHARE-BASED PAYMENT - GROUP AND TREASURY SHARE
TRANSACTIONS (effective for annual periods beginning on or after 1 March 2007)
This interpretation addresses the classification of a share based payment transaction (as equity or cash-settled),
in which equity instruments of the parent or another group entity are transferred, in the financial statements of
the entity receiving accounts of the company or group. The company has applied IFRIC Interpretation 11 from
1 January 2008, but it has not had any impact on the accounts of the company.

•  IFRIC INTERPRETATION 12 SERVICE CONCESSION ARRANGEMENTS (effective for annual periods
beginning on or after 1 January 2008)
This interpretation provides guidance to private sector entities on certain recognition and measurement issues
that arise in accounting for public to private service concession arrangements. The company has applied IFRIC
Interpretation 12 from 1 January 2008, but it has not had any impact on the accounts of the company.

•  IFRIC 14 AND IAS 19 THE LIMITS ON DEFINED ASSET, MINIMUM FUNDING REQUIREMENTS AND
THEIR INTERACTION (for annual periods beginning on or after 1 January 2008).
This interpretation clarifies when refunds or reductions in future contributions should be regarded as available in
accordance with paragraph 58 of IAS 19, how a minimum funding requirement might affect the availability of
reductions in future contributions and when a funding requirement might give rise to a liability. The company has
applied IFRIC Interpretation 14 from 1 January 2008, but it has not had any impact on the accounts of the
company.

•  AMENDMENTS TO IAS 39 AND IFRS7: RECLASSIFICATION OF FINANCIAL INSTRUMENTS
(effective 1 July 2008) AMENDMENTS TO IAS 39 AND IFRS7: RECLASSIFICATION OF FINANCIAL
INSTRUMENTS – EFFECTIVE DATE AND TRANSITION (effective 1 July 2008)
This amendment permits an entity to reclassify non-derivative financial assets (other than those designated at
fair value through profit or loss by the entity upon initial recognition) out of the fair value through profit or loss
category in particular circumstances. The amendment also permits an entity to transfer from the available-for-
sale category to the loans and receivables category a financial asset that would have met the definition of loans
and receivables (if the financial asset had not been designated as available for sale), if the entity has the
intention and ability to hold that financial asset for the foreseeable future. The company has applied the
amendment to IAS39 and IFRS7 from 1 July 2008, but it has not had any impact on the accounts of the
company.
3.
Critical accounting estimates and judgements

Some of the accounting policies require the application of significant judgement by management in selecting the
appropriate assumptions for calculating financial estimates. By their nature, these judgements are subject to an inherent
degree of uncertainty and are based on historical experience, terms of existing contracts, management’s view on trends
in the gold mining industry and information from outside sources.

Key sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year are:

Future rehabilitation obligations

The net present value of current rehabilitation estimates have been discounted to their present value at 3.5% per annum
(2007: 4%), being an estimate of the prevailing interest rates. Expe nditure is expected to be incurred at the end of the
mine life. For further information, including the carrying amounts of the liabilities, refer to note 6. A 1% change in the
discount rate of the company’s rehabilitation estimates would result in a US$0.7 million (2007: US$0.7 million) impact on
the provision for environmental rehabilitation.
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Société des Mines de Morila S.A.
Notes to the financial statements
for the year ended December 31, 2006, 2007 and 2008
F-96

3.
Critical accounting estimates and judgements (continued)

Determination of ore reserves

The company estimates its ore reserves and mineral resources based on information compiled by Competent Persons
as defined in accordance with the Australasian Code for Reporting of Exploration Results, Mineral Resources and ore
Reserves of December 2004 (the JORC code). Reserves determined in this way are used in the calculation of
depreciation, amortization and impairment charges, as well as the assessment of the carrying value of mining assets.

There are numerous uncertainties inherent in estimating ore reserves and assumptions that are valid at the time of
estimation may change significantly when new information becomes available. Changes in the forecast prices of
commodities, exchange rates, production costs or recovery rates may change the economic status of reserves and
may, ulti mately, result in the reserves being restated.

Gold price assumptions

The gold price used in the mineral reserves optimization calculation is US$650 (2007: US$525). Changes in the gold
price used could result in changes in the mineral reserve optimization calculations. Mine modeling is a complex process
and hence it is not feasible to perform sensitivities on gold price assumptions.

Indirect taxes receivable

Given their slow moving nature, the group has had to apply judgement in determining when amounts will be recovered
with respect to indirect taxes owing by the Mali Government. The amounts reflected in the financial statements are
based on the directors’ best estimate of the timing of the recovery of these amounts. For further information, including
carrying amounts of the assets, refer to note 12.

Areas of judgement made in applying specific accounting policies that have the most significant effect on the amounts
recognized in the financial statements are:

Exploration and evaluation expenditure

The Company has to apply judgement in determining whether exploration and evaluation expenditure should be
capitilised or expensed, under the policy described in note 2. Management exercises this jdugement based on the
results of economic evaluation, prefeasibility or feasibility studies. Costs are capitalized where those studies conclude
the more likely than not that the company will obtain future economic benefit from the expenditures.

Depreciation

There are several methods for calculating depreciation, i.e. the straight-line method, the units of production method
using ounces produced and the units of production method using tonnes milled. The directors believe that the tonnes
milled method is the best indication of plant and infrastructure usage.

Carrying values of property, plant and equipment

The company assess at each reporting period whether there is any ind ication that these assets may be impaired. If
such indication exists, the company estimates the recoverable amount of the asset. The recoverable amount is
assessed by reference to the higher of “value in use” (being the net present value of expected future cash flows of the
relevant cash generating unit) and “fair value less cost to sell” . The estimates used for impairment reviews are based
on detailed mine plans and operating plans. Future cash flows are based on estimates of:

•     The quantities of the reserves and mineral resources for which there is a high degree of confidence in economic
       extraction;
•      Future production levels;
•      Future commodity prices;
•      Future cash cost of production, capital expenditure, close down, restoration and environmental clean up; and
•      Future gold prices (a US$800 gold price was used for the current year’s impairment calculations).
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Société des Mines de Morila S.A.
Notes to the financial statements
for the year ended December 31, 2006, 2007 and 2008
F-97
4.        Share capital

Share capital consists of the following authorized and issued ordinary par value shares with a nominal value of
Communauté Financière Africaine franc (“CFA”) 10 000 ($16.356) each:
Number of Shares
authorized and
issued
Unaudited
2008
$’000
Unaudited
2007
$’000
Morila Limited
800
13
13
Government of Mali
200
3
3
1,000                                 16                                  16

5.         Shareholder’s loan
2008
$’000
Unaudited
2007
$’000
Government of Mali
4,040
3,860
4,040
3,860
Made up of:
Principal
2,560
2,560
Deferred interest
1,480
1,300
4,040
3,860

The shareholder loan is denominated in US dollars and interest accrues at a LIBOR dollar rate plus 2% per annum and
has no fixed terms of repayment. The weighted average interest rate as at December 31, 2008 on the shareholders’
subordinated loans was 7% (December 31, 2007: 7%).

6.
Environmental rehabilitation provision
Opening balance
11,218
10,012
Accretion expense
449                               601
Change in estimate
(683)
605
10,984                          11,218


The provisions for close down and restoration costs include estimates for the effect of future inflation and have been
discounted to their present value at 3.5% per annum (2007: 4%), being an estimate of the risk free pre-tax, cost of
borrowing.

While the ultimate amount of rehabilitation costs to be incurred in the future is uncertain, the Company has estimated
that the remaining costs for Morila, in current monetary terms, will be $12.1 million (December 31, 2007: $12.7 million),
the majority of which will only be expended at the end of the mine life.

Although limited environmental rehabilitation regulations currently exist in Mali to govern the mines, management has
based the environmental rehabilitation provision using the standards as set by the World Bank which require an
environmental management plan, an annual environmental report, a closure plan, an up-to-date register of plans of the
facility, preservation of public safety on closure, carrying out rehabilitation works and ensuring sufficient funds exist for
the closure works. However, it is reasonably possible that the Company’s estimate of its ultimate rehabilitation liabilities
could change as a result of changes in regulations or cost estimates.

The Company is committed to rehabilitation of its properties and to ensure that it is adequately provided to do so it
makes use of independent environmental consultants to advise it. It also uses past experience in similar situations to
ensure that the provisions for rehabilitation are adequate.
background image
Société des Mines de Morila S.A.
Notes to the financial statements
for the year ended December 31, 2006, 2007 and 2008
F-98

6.
Environmental rehabilitation provision (continued)

While the ultimate closure costs may be uncertain, there are no uncertainties with respect to joint and several liability
that may affect the magnitude of the contingency as these are clearly defined in the Company’s mining convention.

There are no other potentially responsible parties to consider for cost sharing arrangements.

The Company carries insurance against pollution including cost of cleanup. At present, there are no losses and or
claims outstanding.

7.
Interest bearing borrowings
2008
$’000
Unaudited
2007
$’000
a) Rolls Royce finance lease
4,481
6,754
b) Air Liquide finance lease
925
1,367
5,406                            8,121
Less: Current portion of long term liabilities:
a) Rolls Royce finance lease
1,741
2,273
b) Air Liquide finance lease
455
442
2,196                            2,715
3,210                            5,406

a)
Rolls Royce finance lease
This lease relates to five generators leased from Rolls Royce. The lease is repayable over ten years commencing
April 1, 2001 and bears interest at a variable rate which as at December 31, 2008 was approximately 33%
(2007: 23%) per annum. The lease is collateralized by plant and equipment whose net book value at
December 31, 2008 amounted to $4.5 million (2007: $8.9 million). Average annual lease payment of $3.8 million
(capital and interest) are payable in instalments over the term of the lease. Randgold Resources Limited
guaranteed the repayment of the lease.
b)
Air Liquide finance lease
The Air Liquide finance lease relates to three oxygen generating units leased from Air Liquide. The lease is
payable over 10 years commencing December 1, 2000 and bears interest at a variable rate which as at
December 31, 2008 was approximately 3.09% (2007: 3.09%) per annum. The lease is collateralized by the
production units whose net book value at December 31, 2008 amounted to $0.9 million (2007: $1.3 million).

Finance lease liabilities – minimum lease payments:
Not later than 1 year
3,261
4,202
Later than 1 year and not later than 5 years
4,449
7,710
Later than 5 years
-
-
7,710
11,912
Future finance costs of finance leases
(2,304)
(3,791)
Present value of finance lease liabilities
5,406
8,121
The present value of the finance lease liabilities is as follows:
Not later than 1 year
2,196
2,715
Later than 1 year and not later than 5 years
3,210
5,406
Later than 5 years
-                                  -
5,406                            8,121

The sensitivity of the company’s borrowing to changes in interest rates is included in note 16.3.
background image
Société des Mines de Morila S.A.
Notes to the financial statements
for the year ended December 31, 2006, 2007 and 2008
F-99

7.
Interest Bearing Borrowings (continued)
The carrying amounts and fair value of the non-current borrowings are as follows:
Carrying amount
Fair value
2008
$’000
Unaudited
2007
$’000
2008
$’000
Unaudited
2007
$’000
Finance leases
3,210
5,406
3,210
5,406
3,210
5,406
3,210
5,406
The fair value of current borrowings equals their carrying amount, as the impact of discounting is not significant. The
fair values are based on cash flows discounted using a rate based on the borrowing rate.
The carrying amounts of the Group's borrowings are denominated in the following currencies:
2008
$’000
Unaudited
2007
$’000
US Dollar
5,406
8,121
8.        Deferred taxation
Deferred tax is calculated in full on temporary differences under the liability method using a principal tax rate of
35% (2007: 35%).
The movement on deferred taxation is a follows:
At beginning of the year
3,084
6261
Income statement charge
(2,212)
(3,177)
At end of year
872                     3,084
Deferred taxation assets and liabilities comprise of the following
Accelerated tax depreciation
(3,025)
(2,324)
Deferred taxation liability
(3,025)                   (2,324)
Ore stockpiles and gold-in-process
Decelerated tax depreciation
3,897
5,408
Deferred taxation asset
3,897                      5,408
Net deferred taxation asset
872
3,084
9.
Property, plant and equipment
Mine properties, mine development costs and mine plant facilities and equipment
Cost
Beginning of year
203,273
200,975
Additions
2,750
1,693
Revision in estimate of rehabilitation costs
(683)
605
205,340
203,273
Accumulated depreciation
At beginning of year
126,114
112,548
Charge for the year
13,397
13,566
139,511
126,114
Net book value
65,829
77,159
Long-lived assets
Long-lived assets are those assets which are amortized over the life of the mine and are comprised of the metallurgical
plant, tailings and raw water dams, power plant and mine infrastructure. The net book value of these assets was
$61 million as at December 31, 2008 (2007: $74 million).
  background image
Société des Mines de Morila S.A.
Notes to the financial statements
for the year ended December 31, 2006, 2007 and 2008
F-100

9.
Property, plant and equipment (continued)

Short-lived assets

Short-lived assets are those assets which are amortized over their useful life but limited to the life of the mine and are
comprised of motor vehicles and other equipment. The net book value of these assets was $4.8 million as at
December 31, 2008 (2007: $3.2 million).
10.      Inventories
2008
$’000
Unaudited
2007
$’000
Consumables stores
29,857
25,914
Gold in process
2,834                           2,500
Short-term portion of ore stockpiles
65,110
45,650
97,801                         74,064
Provision for obsolescence
(1,884)
(2,003)
95,917                          72,061
Long-term portion of ore stockpiles
122,078
102,020
217,995                        174,081

Ore stockpiles have been split between long and short-term based on the current life of mine plan estimates.
11.        Accounts payable
Related party payables
- AngloGold Ashanti Limited
742
3,591
- AngloGold Services Mali S.A.
-
513
- Societe d’Exploitation des Mines d’Or de Sadiola S.A.
-
-
Trade creditors
1,774                            7,754
Payroll cost accruals
807
1,216
Indirect taxes payable
-                                   -
Accruals
13,285                            9,421
16,608                          22,495
12.        Accounts receivable
Related party receivables
- AngloGold Ashanti Limited
89
19
- AngloGold Services Mali S.A.
-
-
- Societe d’ Exploitation des Mines d’Or de Sadiola S.A.
32
99
- Societe des Mines de Loulo S.A.
31
-
- Societé Ashanti Goldfields de Guinée S.A.
16
46
- Geita Gold Mining Limited
-
-
Gold sales trade receivable
6,344
16,148
Value added tax receivable
12,243
37,760
Fuel duties receivable
5,367
10,094
MDM receivable
-
-
Other
534
1,449
24,656
65,615
Impairment provision
(2,841)
(2,841)
(6,087)                         62,774
Less non – current portion
15,728
(28,822)
Current accounts receivable
15,728
33,952
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Société des Mines de Morila S.A.
Notes to the financial statements
for the year ended December 31, 2006, 2007 and 2008
F-101

12.
Accounts Receivable (continued)

The credit quality of receivables that are not past due or impaired remains very high. The maximum exposure to credit
risk at the reporting date is the fair value of each class of receivable mentioned above. The group does not hold any
collateral as security. Refer to note 16 for further information on the concentration of credit risk.

The fair values of trade and other receivables are as follows:
2008
$’000
Unaudited
2007
$’000
Related party receivables
- AngloGold Ashanti Limited
89
19
- AngloGold Services Mali S.A.
-
-
- Societe d’ Exploitation des Mines d’Or de Sadiola S.A.
32
99
- Societe des Mines de Loulo S.A.
31
-
- AngloGold Mines de Siguiri Guinea
16
46
- -Geita Gold Mining
-
-
Gold sales trade receivable
6,344
16,148
Value added tax receivable
11,668
37,185
Fuel duties receivable
3,101
7,828
MDM receivable
-
-
Other
534
1,449
21,815
62,774
13.
Profit before taxation
2008
$’000
Unaudited
2007
$’000
2006
$’000
Profit before tax is arrived at after taking into account the following:
Depreciation
13,397               13,566
15,583
Auditor’s remuneration
- audit fees
107
141
141
(Reversal of)/Impairment on accounts receivable
-              (3,886)                 1,137
Forex differences - net
(4,237)              (3,709)
(2,124)
Inventory obsolescence provision
-                1,063
1,062
Exploration Expense
134                2,076
6,606
Royalties
22,246              19,170
18,856
Total employee benefit cost
13,849               14,108               13,631
Related party management fee (note 21)
3,715                 3,202
3,149
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Société des Mines de Morila S.A.
Notes to the financial statements
for the year ended December 31, 2006, 2007 and 2008
F-102
14.     Taxation

Major items causing the Company’s actual income tax charge to differ from estimates at the standard charge of
35 percent of taxable income are as follows:
2008
$’000
Unaudited
2007
$’000
2006
$’000
Current taxation
55,759               48,881
56,427
Deferred taxation charge/(credit) relating to the origination and
reversal of temporary differences
2,212
3,177
1,290
57,971               52,058
57,717
The tax on the Company’s profit before tax differs from the theoretical
amount that would arise using the statutory tax rate as follows:
Profit before tax
175,099             144,867
157,956
Tax calculated at tax rate of 35%
61,284               50,703
55,285
Expenses not deductible for tax purposes
- Provisions/allowances
885                   947
2,708
- Other Permanent Differences
(4,198)
408
(276)
Taxation charge
57,971             52,058
57,717

Under Malian tax law, income tax expense is based on the greater of 35 per cent of taxable income or 0.75 per cent of
gross revenue.

The Morila operations have no assessable capital expenditure carry forwards or assessable tax losses, as at
December 31, 2008, 2007 and 2006 respectively, for deduction against future mining income.
15.1     Notes to the cash flow statement
Taxation paid
- Balance at beginning of year
6,574
4,434
6,844
- Charge to income statement
57,971
52,058
57,717
- Offsets against indirect tax receivables                                                              (26,945)
(16,149)
(21,877)
- Movement in deferred taxation
(2,212)
(3,177)
(1,290)
- Balance at end of year
(22,976)
(6,574)
(4,434)
- Tax paid
12,412
30,592
36,960

15.2     Non-cash transactions

The principal non-cash transaction is the off-set of income taxes against indirect tax receivables.
background image
Société des Mines de Morila S.A.
Notes to the financial statements
for the year ended December 31, 2006, 2007 and 2008
F-103
16.
Financial risk management

In the normal course of its operations, the Company is exposed to commodity price, currency, interest, liquidity and
credit risk. In order to manage these risks, the Company may enter into transactions which include mainly gold forward
and gold option contracts.

16.1    Concentration of credit risk

The company’s financial instruments and cash balances do not give rise to a concentration of credit risk because
it deals with a variety of major financial institutions. Its receivables and loans are regularly monitored and
assessed. Receivables are impaired when it is probable that amounts outstanding are not recoverable as set
out in the accounting policy note for receivables. Gold bullion, the company’s principal product, is produced in
Mali. The gold produced is sold to a reputable gold refinery. The company is not exposed to significant credit
risk, as cash is received within a few days of the sale taking place.

Included in receivables is US$15million net of a present value provision (2007: US$45 million), see note 12,
relating to indirect taxes owing to the company by the State of Mali, which are denominated in FCFA.
16.2    Foreign currency and commodity price risk

In the normal course of business, the company enters into transactions denominated in foreign currencies
(primarily Euro and Communauté Financière Africaine Franc). As a result, the company is subject to exposure
from fluctuations in foreign currency exchange rates. In general, the company does not enter into derivatives to
manage these currency risks. Generally, the company does not hedge its exposure to gold price fluctuation risk
and sells at market spot prices.

The company does not enter into any contracts or options to manage the foreign currency exchange risk
associated with entering into transactions denominated in Euro and CFA. Gold sales are disclosed in US dollars
and do not expose the company to any currency fluctuation risk. However, during periods of capital expenditure
or loan finance, the company may use forward contracts or options to reduce the exposure to price movements,
while maintaining significant exposure to spot prices. The company does not currently have any such contracts
or options. The company is also exposed to fluctuations in the price of consumables such as fuel, steel, rubber,
cyanide and lime, mainly due to changes in the price of oil, as well as fluctuations in exchange rates.
2008
$’000
Unaudited
2007
$’000
Cash and cash equivalents includes balances denominated in
- Communauté Financière Africaine franc (CFA)
(6,204)
(13,792)
Accounts receivable and prepayments include balances
denominated in
- Communauté Financière Africaine franc (CFA)
12,615
49,096
- South African Rand (ZAR)
31
-
- Euro (EUR)
17
-
Accounts payable and taxation payable include balances
denominated in
- Communauté Financière Africaine franc (CFA)
(6,394)
3,319
- South African Rand (ZAR)
(1,350)
(414)
- Pound Sterling (GBP)
(4)
(64)
- Euro (EUR)
(78)
(74)
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Société des Mines de Morila S.A.
Notes to the financial statements
for the year ended December 31, 2006, 2007 and 2008
F-104

16.
Financial Risk Management (continued)

16.3    Interest rates and liquidity risk

Fluctuations in interest rates impact on the value of short term cash investments and interest payable on
financing activities (including long term loans), giving rise to interest rate risk. In the ordinary course of business,
the company receives cash from its operations and is required to fund working capital and capital expenditure
requirements. The company generally enters into variable interest bearing borrowings. This cash is managed to
ensure surplus funds are invested in a manner to achieve maximum returns while minimising risks. Cash is
therefore only held on deposit with reputable banks. The company has in the past been able to actively source
financing through public offerings, shareholder loans and third party loans. A 1% change in interest rates on the
company’s borrowings would result in a US$2.7 million (2007: US$2.4 million) negative impact on profit before
tax. Th e maturity of borrowings is set out in note 7, the maturity of all other financial liabilities is not later than
one year.
16.4    Capital risk management

The company's objectives when managing capital are to safeguard the company's ability to continue as a going
concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an
optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the
company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new
shares or sell assets to reduce debt. Consistent with others in the industry, the company monitors capital on the
basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as
total borrowings (including borrowings and trade and other payables, as shown in the balance sheet) less cash
and cash equivalents. Total capital is calculated as equity, as shown in the balance sheet, plus net debt.
Maturity analysis

The table below analyses the Company’s financial liabilities into the relevant maturity groupings based on the remaining
period from the balance sheet to the contractual maturity date. As the amounts disclosed in the table are the
contractual undiscounted cash flows, these balances will not necessarily agreed with the amounts disclosed in the
balance sheet.

At 31 December 2008
Trade and
other Payables
Borrowings
Expected future
interest
payments
Other
financial
liabilities
US$000                 US$000
US$000                US$000
Financial liabilities
Within 1 year, on demand
16,608
2,196
1,065
-
Between 1 and 2 years
-
2,625
990
-
Between 2 and 3 years
-
585
248
-
Between 3 and 4 years
-
-
-
-
Between 4 and 5 years
-
-
-
-
After 5 years
-
-
-
4,040
Total 16,608
5,406
2,303
4,040

Sensitivities

The following table sets forth a sensitivity analysis of profit after tax as affected by fluctuations in the gold spot price as
at 31 December, 2008:
Sensitivity to Change in Gold Price at December 31, 2008
Change in $ gold price
300
200
100
0
(100)
(200)
(300)
Profit/(loss) after tax ($ millions)
192
165
139
113
86
60
33
background image
Société des Mines de Morila S.A.
Notes to the financial statements
for the year ended December 31, 2006, 2007 and 2008
F-105
17.
Fair value of financial instruments
The following table presents the carrying amounts and fair values of the Company's financial instruments outstanding at
December 31, 2006 and 2005. The fair value of a financial instrument is defined as the amount at which the instrument
could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
December 31, 2008
Unaudited
December 31, 2007
Classes of
Financial
instruments
Carrying
amount
$’000
Fair
Value
$’000
Carrying
amount
$’000
Fair
Value
$’000
Financial assets
Cash and equivalents
Loans and
receivables             27,476
27,476
-
-
Receivables                                                                                      Loans and
receivable             21,815
21,815            62,774
62,774
Financial liabilities
Bank overdraft
Other financial
liabilities                          -
-
(12,564)
(12,564)
Accounts payable
Other financial
liabilities             16,608
16,608              22,495
22,495
Long-term liabilities
Other financial
liabilities
3,210        3,210                 5,406      5,406
Short term portion of long term liabilities
Other financial
liabilities              2,196
2,196                2,715
2,715
Shareholder’s loan
Other financial
liabilities              4,040
4,040                3,860
3,860

Estimation of fair values

Receivables, restricted cash, accounts payable, cash and equivalents and bank overdrafts
The carrying amounts are a reasonable estimate of the fair values because of the short maturity of such instruments.

Long term debt
The fair value of market-based floating rate long-term debt is estimated using the expected future payments discounted
at market interest rates.
18.
Post employment benefits

Retirement benefits for employees of the Company are provided by the Mali Government social security system to
which the Company and its employees contribute a fixed percentage of payroll costs each month. Fund contributions
by the Company for the years ended December 31, 2008, 2007 and 2006 amounted to $2.1 million, $2.2 million and
$2.6 million respectively.
19.         Commitments

Capital expenditure for mining assets
2008
$’000
Unaudited
2007
$’000
Contracts for capital expenditure
-
-
Authorized but not contracted for
141
1,265
141                            1,265
background image
Société des Mines de Morila S.A.
Notes to the financial statements
for the year ended December 31, 2006, 2007 and 2008
F-106

19.      Commitments (continued)

Somadex mining contractor expenditure
2008
$’000
Unaudited
2007
$’000
Not later than 1 year
30,178
49,281
Later than 1 year and not later than 5 years
-
23,742
Later than 5 years
-                                   -
30,178
73,023
20.      Related party transactions

In terms of the Operator Agreement between Morila SA and AngloGold Services Mali SA, a management fee,
calculated as 1% of the total sales of Morila, is payable to AngloGold Service Mali SA quarterly in arrears. The
management fees for the year ended December 31, 2008 amounted to $0.4 million (2007: $3.2 million)
(2006: $3.1 million). With effect from 15 February 2008, Randgold Resources (through Mining Investments Jersey
Limited) assumed responsibility for the operatorship of Morila SA and accordingly receives payment of the management
fees. The total management fee received for the year amounted to US$3.3 million and the amount outstanding at year
end was US$1 million.

Royalties are payable to the Government of Mali in the form of Ad Valorem taxes and CPS at a total rate of 6% of total
sales. The royalties for the year ended December 31, 2008 amounted to $22.2 million (2007: $19.1 million)
(2006: $18.9 million). Refer to the Value added tax receivable and Fuel duty receivable in note 11 to the financial
statements for the balances owed by the Government of Mali to the Company.

Notes 11 and 12 to the financial statements set out the other balances receivable and payable relating to fellow
subsidiaries.

Transactions with fellow subsidiaries and shareholders are set out as follows:
2008
$’000
Unaudited
2007
$’000
Sales/services to related parties
- AngloGold Ashanti Limited
1
59
- AngloGold Services Mali S.A.
-
28
- Societe d’ Exploitation des Mines d’Or de Sadiola S.A.
188
261
- Societé d'Exploitation des Mines d'Or de Yatela S.A.
3
2
- Societe des Mines de Loulo S.A.
-
-
- Societé Ashanti Goldfields de Guinée S.A.
180
27
- Geita Gold Mining Limited
-
1
Purchases from related parties
- AngloGold Ashanti Limited
(2,457)
(5,677)
- AngloGold Services Mali S.A.
(810)
(4,260)
- Societe d’Exploitation des Mines d’Or de Sadiola S.A.
23
(21)
- Societé d'Exploitation des Mines d'Or de Yatela S.A.
3
(1)
- Geita Gold Mining Limited
1
(91)
- Mining Investments Jersey Limited
(3,300)
-
background image
Société des Mines de Morila S.A.
Notes to the financial statements
for the year ended December 31, 2006, 2007 and 2008
F-107
20.
Related Party Transaction (continued)

Key management remuneration:
2008
$’000
Unaudited
2007
$’000
2006
$’000
Short-term employee benefits
2,161
1,636
1,090
Post-employment benefits
-
148
36
2,161                 1,784                  1,126

21.
Finance income and costs
Finance income – interest income on short term deposits
246
362
651
Finance income
246
362
651
Interest expense – borrowings
(2,000)
(2,791)
(3,146)
Unwind of discount on provisions for environmental
rehabilitation
(450)                  (601)                  (593)
Finance costs
(2,450)
(3,392)
(3,739)
Finance costs - net
(2,204)
(3,030)
(3,088)

22.
Post balance sheet events

An amount of US$45 million was declared and paid to shareholders as dividends for the period 1 January 2009 to
31 March 2009.




background image
F-108





SOCIÉTÉ D’EXPLOITATION DES MINES D’OR DE SADIOLA S.A.
FINANCIAL STATEMENTS
as of and for the year ended December 31, 2008

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F-109
Société d’Exploitation des Mines d’Or de Sadiola S.A.
Financial statements and report of the Independent Registered Public Accounting Firm
For the year ended December 31, 2008


Report of independent registered public accounting firm

Income statements

Balance sheets

Statement of changes in stockholders’ equity

Cash flow statements

Notes to the financial statements



background image
F-110
Report of Independent Registered Public Accounting Firm

The Board of Directors and stockholders of Societe d’Exploitation des Mines d’Or de Sadiola S.A.:

We have audited the accompanying balance sheet of Societe d’Exploitation des Mines d’Or de Sadiola S.A. (the company) as of
December 31, 2008, and the related statements of income, changes in stockholders’ equity and cash flows for the year then
ended. We have also audited the accompanying statements of income, changes in stockholders’ equity and cash flows for the
year ended December 31, 2006. These financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Societe
d’Exploitation des Mines d’Or de Sadiola S.A. as of December 31, 2008, and the results of its operations and its cash flows for
each of the years ended December 31, 2008 and 2006 in conformity with International Financial Reporting Standards as
issued by the International Accounting Standards Board.





< br>

KPMG Inc.
Registered Auditor


Bloemfontein, South Africa
May 4, 2009

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F-111
Société d’Exploitation des Mines d’Or de Sadiola S.A.
Income Statements
For the years ended December 31,

2008
Unaudited
2007                    2006
Note
U$
Revenue
3 396,209,095        267,911,114           300,727,005
Operating costs
(251,400,605)     (173,088,367)        (167,004,820)
Gross profit
144,808,490          94,822,747          133,722,185
Exploration
costs
(3,664,509)         (1,816,335)              (553,347)
Other operating income
38,344
44,668
692,296
Operating special items
(167,498)
-
-
Net foreign exchange gain (loss)
(3,645,159)             1,926,568             1,208,733
Special impairments of indirect receivables and special
expenses for indirect taxes payable
5
(11,708,229)           (2,652,397)          (4,136,344)
Operating profit
4           125,661,439            92,325,251        130,933,523
Interest
income
626,239                876,185
1,004,863
Interest
expense
(1,173,763)           (2,426,997)            (748,870)
Profit before taxation
125,113,915           90,774,439        131,189,516
Taxation
6           (56,548,428)         (24,299,036)       (40,925,311)
Profit for the year attributable to equity holders
68,565,487           66,475,403         90,264,205

The accompanying notes are an integral part of the financial statements.

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F-112
Société d’Exploitation des Mines d’Or de Sadiola S.A.
Balance Sheet
As at December 31,

2008
Unaudited
2007
Note
US$
ASSETS
Non-current assets
Property, plant and equipment
7
71,153,793
127,714,713
Inventories
8              80,393,816               50,846,071
Trade and other receivables
9
-
30,260,588
Deferred taxation
12
17,449,416
1,243,101
168,997,025            210,064,473
Current assets
Inventories
8              73,790,047              62,915,746
Trade and other receivables
9
38,062,006
16,635,571
Taxation
15                              -
2,019,356
Cash and cash equivalents
10
48,578,860
17,842,992
160,430,913              99,413,665
Total assets
329,427,938            309,478,138
EQUITY AND LIABILITIES
Equity
Stockholders' equity
204,334,161
245,768,674
Non-current liabilities
Provisions
11              38,892,261             31,904,870
38,892,261             31,904,870
Current liabilities
Trade and other payables
13
34,595,980
31,804,594
Taxation
15             51,605,536
-
86,201,516               31,804,594
Total liabilities
125,093,777              63,709,464
Total equity and liabilities
329,427,938             309,478,138

The accompanying notes are an integral part of the financial statements.



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F-113
Société d’Exploitation des Mines d’Or de Sadiola S.A.
Statement of changes in stockholders’ equity
For the years ended December 31,

Ordinary stock
(note 16)
Non-
distributable
reserve
Retained
earnings
Total
stockholders’
equity
Note
US$
Balance at December 31, 2005
20,000,000
4,000,000
155,029,066
179,029,066
Profit for the year
-
-
90,264,205
90,264,205
Dividends declared
-
-
(90,000,000)
(90,000,000)
Balance at December 31, 2006
20,000,000
4,000,000
155,293,271
179,293,271
Profit for the year
-
-
66,475,403
66,475,403
Balance at December 31, 2007 (unaudited)
20,000,000
4,000,000
221,768,674
245,768,674
Profit for the year
-
-
68,565,487
68,565,487
Dividends declared
14
-
-
(110,000,000)
(110,000,000)
Balance at December 31, 2008
20,000,000
4,000,000
180,334,161
204,334,161

The non-distributable reserve is a legal reserve created in 1997 and is a requirement of the commercial law of Mali. This law
prescribes the transfer of 10% of profits, restricted to a maximum of 20% of ordinary share capital, to a non-distributable
reserve. Such reserve only becomes distributable in the event the company is liquidated.

The accompanying notes are an integral part of the financial statements.

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F-114
Société d’Exploitation des Mines d’Or de Sadiola S.A.
Cash flow statements
For the years ended December 31,

2008
Unaudited
2007                       2006
Note
US$
Net cash provided by operating activities
Profit for the year
68,565,487              66,475,403              90,264,205
Adjusted for:
Non-cash movements
-
taxation charge per income statement
56,548,428
24,299,036               40,925,311
-
adjustment for obsolete and slow-moving
consumable stores
-                               -
432,263
-
net foreign exchange (gains) / losses
3,645,159
(1,926,568)
(1,208,733)
-
present value adjustment of VAT taxes refundable
-
1,749,582
(81,012)
-
present value adjustment on refundable tax on fuel
-
(65,701)
247,119
-
operating special items
167,498
-
-
-       unwinding of non-current provisions
1,173,763
743,116
582,763
-
environmental restoration charge to the income
statement
2,103,747
5,734,370
67,261
-
employee long service obligation charge to the
income statement
485,555
202,188
(1,737,418)
-
amortisation of property, plant and equipment
68,304,975               12,100,569             34,039,909
Special impairment of indirect taxes receivable and
special expenses for indirect taxes payable
11,708,229                  2,652,397              4,136,344
Employees long service obligation paid
(131,527)
-                             -
Increase in non-current inventories
(29,547,745)
(22,174,129)          (10,735,511)
Increase in non-current VAT and fuel tax refundable
-
(1,925,262)          (13,784,316)
Income tax paid
15
(19,129,851)
(63,124,917)          (19,291,949)
Increase in inventories
(10,874,301)
(8,937,676)          (12,888,499)
Decrease in trade and other receivables
3,471,718
2,211,923                2,693,227
Increase (decrease) in trade and other payables
(7,199,567)
9,055,877
386,231
Net cash inflow from operating activities
149,291,568              27,070,208             114,047,195
Net cash used in investing activities
Capital expenditure
(8,555,700)
(15,139,463)          (10,320,354)
Net cash outflow from investing activities
(8,555,700)
(15,139,463)          (10,320,354)
Net cash used in financing activities
Dividends paid
14
(110,000,000)
(22,906,407)         (87,093,593)
Net cash outflow from financing activities
(110,000,000)
(22,906,407)         (87,093,593)
Net increase / (decrease) in cash and cash equivalents
30,735,868
(10,975,662)           16,633,248
Cash and cash equivalents at beginning of year
17,842,992
28,818,654            12,185,406
Cash and cash equivalents at end of year
10
48,578,860
17,842,992            28,818,654

The accompanying notes are an integral part of the financial statements.



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Société d’Exploitation des Mines d’Or de Sadiola S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-115

1.
Business activities

Société d’Exploitation des Mines d’Or de Sadiola S.A. (Semos) is a company registered in Mali. The Company operates
a mine for the commercial exploitation of gold in the Kayes region of Western Mali. Commercial production commenced
on March 4, 1997.
2.
Accounting policies

Statement of compliance
The company financial statements are prepared in compliance with International Financial Reporting Standards (IFRS)
and Interpretations of those standards, as adopted by the International Accounting Standards Board (IASB) and
applicable legislation.

During the current financial year the following new or revised accounting standards, amendments to standards and new
interpretations were adopted by Société d’Exploitation des Mines d’Or de Sadiola S.A:
Standard or
Interpretation
Title Effective
date
IAS 39 & IFRS 7
Reclassification Amendments to IAS 39 Financial
Instruments: Recognition and Measurement and
IFRS 7 Financial Instruments: Disclosures
For reclassifications on or after
1 November 2008, date of reclassification
or for previous reclassifications,
1 July 2008

The adoption of the amendment to IAS 39 and IFRS 7 did not have any effect on the financial position or performance
of Société d’Exploitation des Mines d’Or de Sadiola S.A

During the current financial year no new or revised accounting standards, amendments to standards and new
interpretations were early adopted by Société d’Exploitation des Mines d’Or de Sadiola S.A

The following accounting standards, amendments to standards and new interpretations, which are not yet mandatory for
Société d’Exploitation des Mines d’Or de Sadiola S.A, have not been adopted in the current year:
Standard or
Interpretation
Title
Effective for annual period
beginning on or after
IFRS 1
First-time Adoption of International Financial Reporting Standards
1 January 2009
IFRS 1/IAS 27
Amendments – Cost of an Investment in a Subsidiary, Jointly
Controlled Entity or Associate
1 January 2009
IFRS 2
Amendments – Vesting Conditions and Cancellations
1 January 2009
IFRS 3
Business Combinations (revised)
1 July 2009
IFRS 8
Operating Segments
1 January 2009
IAS 1
Presentation of Financial Statements – (revised)
1 January 2009
IAS 32/IAS 1
Amendments – Puttable Financial Instruments and Obligations
arising on Liquidation
1 January 2009
IAS 27
Consolidated and Separate Financial Statement (revised)
1 July 2009
IAS 39
Amendment – Eligible Hedged Items
1 July 2009
IFRSs
Annual Improvements Project
1 July 2009
IFRIC 15
Agreements for the Construction of Real Estate
1 January 2009
IFRIC 16
Hedges of a Net Investment in a Foreign Operation
1 October 2008
IFRIC 17
Distributions of Non-cash Assets to Owners
1 July 2009
IFRIC 18
Transfers of Assets from Customers
1 July 2009

The company has assessed the significance of these new standards, amendments to standards and new
interpretations, which will be applicable from 1 January 2009 and later years and concluded that they will have no
material financial impact.
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Société d’Exploitation des Mines d’Or de Sadiola S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-116
2.
Accounting policies (continued)

2.1  Basis of preparation

The financial statements are prepared according to the historical cost accounting convention, except for the revaluation
of certain financial instruments to fair value. The company's accounting policies as set out below are consistent in all
material respects with those applied in the previous year, except for the adoption of the new and revised standards
mentioned above. The financial statements are presented in US dollars.

2.2  Changes in accounting policies

The adoption of the new and revised standards and interpretations mentioned above did not have any consequential
effect on the accounting policies:

2.3  Significant accounting judgments and estimates

Use of estimates: The preparation of the financial statements requires the company’s management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the
reporting period. The determination of estimates requires the exercise of judgement based on various assumptions and
other factors such as historical experience, current and expected economic conditions, and in some cases actuarial
techniques. Actual results could differ from those estimates.

The more significant areas requiring the use of management estimates and assumptions relate to mineral reserves that
are the basis of future cash flow estimates and unit-of-production depreciation, depletion and amortisation calculations;
environmenta l, reclamation and closure obligations; estimates of recoverable gold and other materials in heap leach
pads; asset impairments, write-downs of inventory to net realisable value; post-employment, post-retirement and other
employee benefit liabilities, the fair value and accounting treatment of financial instruments and deferred taxation.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances.

As a global company, the company is exposed to numerous legal risks. The outcome of currently pending and future
proceedings cannot be predicted with certainty. Thus, an adverse decision in a lawsuit could result in additional costs
that are not covered, either wholly or partly, under insurance policies and that could significantly influence the business
and results of operations.

The judgements that management have app lied in the application of accounting policies, and the estimates and
assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year, are discussed below.

Carrying value of property, plant and equipment

All mining assets are amortised using the units-of-production (UOP) method where the mine operating plan calls for
production from well-defined mineral reserves over proved and probable reserves.

For mobile and other equipment, the straight-line method is applied over the estimated useful life of the asset which
does not exceed the estimated mine life based on proved and probable mineral reserves as the useful lives of these
assets are considered to be limited to the life of the mine.

The calculation of the UOP rate of amortisation could be impacted to the extent that actual production in the future is
different from current forecast production based on proved and probable mineral reserves. This would generally result to
the extent that there are significant changes in any of the factors or assumptions used in estimating mineral reserves.
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Société d’Exploitation des Mines d’Or de Sadiola S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-117
2.
Accounting policies (continued)

2.3
Significant accounting judgments and estimates (continued)

Carrying value of property, plant and equipment (continued)

These factors could include:
•
changes in proved and probable mineral reserves;
•
the grade of mineral reserves may vary significantly from time to time;
•
differences between actual commodity prices and commodity price assumptions;
•
unforeseen operational issues at mine sites;
•
changes in capital, operating, mining, processing and reclamation costs, discount rates and foreign exchange
rates; and
•
changes in mineral reserves could similarly impact the useful lives of assets depreciated on a straight-line basis,
where those lives are limited to the life of the mine.

The recoverable amounts of individual assets have been determined based on the higher of value-in-use calculations
and fair values less costs to sell. These calculations require the use of estimates and assumptions. It is reasonably
possible that the gold price assumption may change which may then impact the estimated life of mine determinant and
may then require a material adjustment to the carrying value of property, plant and equipment.

The company defers stripping costs incurred during the production stage of its open-pit operations, where this is the
most appropriate basis for matching the costs against the related economic benefits. This is generally the case where
there are fluctuations in stripping costs over the life of the mine.

In the production stage of the open-pit operations, further development of the mine requires a phase of unusually high
overburden removal activity that is similar in nature to preproduction mine development. The costs of such unusually
high overburden removal activity are deferred and charged against reported profits in subsequent periods on a units-of-
production basis. This accounting treatment is consistent with that for stripping costs incurred during the development
phase of a mine, before production commences.

If the company were to expense production stage stripping costs as incurred, this would result in volatility in the year to
year results from open-pit operations and excess stripping costs would be expensed at an earlier stage of the mine’s
operation.

Deferred stripping costs are included in ‘Mine development costs’, within Property, plant and equipment. These form
part of the total investment in the individual asset, which is reviewed for impairment if events or a change in
circumstances indicate that the carrying value may not be recoverable. Amortisation of deferred stri pping costs is
included in operating costs.

The company reviews and tests the carrying value of assets when events or changes in circumstances suggest that the
carrying amount may not be recoverable. Assets are grouped at the lowest level for which identifiable cash flows are
largely independent of cash flows of other assets. If there are indications that impairment may have occurred, estimates
are prepared of expected future cash flows for each group of assets.

Expected future cash flows used to determine the value in use of property, plant and equipment are inherently uncertain
and could materially change over time. They are significantly affected by a number of factors including published
reserves, resources, exploration potential and production estimates, together with economic factors such as spot and
future gold prices, discount rates, foreign currency exchange rates, estimates of costs to produce reserves and future
capital expenditure.


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Société d’Exploitation des Mines d’Or de Sadiola S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-118
2.
Accounting policies (continued)

2.3
Significant accounting judgments and estimates (continued)

Production start date

The company assesses the mine construction project to determine when it moves into the production stage. The criteria
used to assess the start date are determined based on the unique nature of the construction project such as the
complexity of a plant and its location. The company considers various relevant criteria to assess when the mine is
substantially complete and ready for its intended use and moves into the production stage. Some of the criteria would
include, but, are not limited to, the following:

•      the level of capital expenditure compared to the construction cost estimates;
•      completion of a reasonable period of testing of the mine plant and equipment;
•      ability to produce gold in saleable form (within specifications and with insignificant revenue);
•      ability to sustain ongoing production of gold.

When a mine construction project moves into the production stage, the capitalisation of certain mine construction costs
ceases and costs are either regarded as inventory or expensed, except for capitalisable costs related to mining asset
additions or improvements or reserve development.

Income taxes

The company is subject to income tax. Significant judgement is required in determining the provision for income taxes
due to the complexity of legislation. There are many transactions and calculations for which the ultimate tax
determination is uncertain during the ordinary course of business. The company recognises liabilities for anticipated tax
audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is
different from the amounts that were initially recorded, such differences will impact th e income tax and deferred tax
provisions in the period in which such determination is made.

The company recognises the net future tax benefit related to deferred income tax assets to the extent that it is probable
that the deductible temporary differences will reverse in the foreseeable future. Assessing the recoverability of deferred
income tax assets requires the company to make significant estimates related to expectations of future taxable income.
Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax
laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the
ability of the company to realise the net deferred tax assets recorded at the balance sheet date could be impacted.

Additionally, future changes in tax laws in the jurisdiction in which the company operates could limit the ability of the
company to obtain tax deductions in fut ure periods.

Provision for environmental rehabilitation obligations

The company’s mining and exploration activities are subject to various laws and regulations governing the protection of
the environment. The company recognises management’s best estimate for decommissioning and restoration
obligations in the period in which they are incurred. Actual costs incurred in future periods could differ materially from
the estimates. Additionally, future changes to environmental laws and regulations, life of mine estimates and discount
rates could affect the carrying amount of this provision. Such changes could similarly impact the useful lives of assets
depreciated on a straight-line-basis, where those lives are limited to the life of mine.

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Société d’Exploitation des Mines d’Or de Sadiola S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-119
2.
Accounting policies (continued)

2.3
Significant accounting judgments and estimates (continued)

Stockpiles, gold in process and product inventories

Costs that are incurred in or benefit the production process are accumulated as stockpiles, gold in process and product
inventories. Net realisable value tests are performed at least annually and represent the estimated future sales price of
the product, based on prevailing and long-term metals prices, less estimated costs to complete production and bring the
product to sale.

Stockpiles are measured by estimating the number of tonnes added and removed from the stockpile, the number of
contained gold ounces based on assay data, and the estimated recovery percentage based on the expected processing
method. Stockpile tonnages are verified by periodic surveys.

Although the quantities of recoverable metal are reconciled by comparing the grades of ore to the quantities of gold
actually recover ed (metallurgical balancing), the nature of the process inherently limits the ability to precisely monitor
recoverability levels. As a result, the metallurgical balancing process is constantly monitored and the engineering
estimates are refined based on actual results over time.

Recoverable tax, rebates, levies and duties

Société d’Exploitation des Mines d’Or de Sadiola S.A. is due refunds of input tax which remain outstanding for periods
longer than those provided for in the respective statutes. In addition Société d’Exploitation des Mines d’Or de Sadiola
S.A. has unresolved tax disputes. If the outstanding input taxes are not received and the tax disputes are not resolved in
a manner favourable to Société d’Exploitation des Mines d’Or de Sadiola S.A. it could have an adverse effect upon the
carrying value of these assets.

Ore Reserve estimates

Ore Reserves are estimat es of the amount of product that can be economically and legally extracted from the
company’s properties. In order to calculate Ore Reserves, estimates and assumptions are required about a range of
geological, technical and economic factors, including quantities, grades, production techniques, recovery rates,
production costs, transport costs, commodity demand, commodity prices and exchange rates.

Estimating the quantity and/or grade of Ore Reserves requires the size, shape and depth of orebodies to be determined
by analysing geological data such as the logging and assaying of drill samples. This process may require complex and
difficult geological judgements and calculations to interpret the data.

The company is required to determine and report Ore Reserves in accordance with the SAMREC code.

Because the economic assumptions used to estimate Ore Reserves change from period to period, and because
additional geological data is generated during the c ourse of operations, estimates of Ore Reserves may change from
period to period. Changes in reported Ore Reserves may affect the company’s financial results and financial position in
a number of ways, including the following:

•      asset carrying values may be affected due to changes in estimated future cash flows.
•      depreciation, depletion and amortisation charged in the income statement may change where such charges are
        determined by the units-of-production basis, or where the useful economic lives of assets change.
•      overburden removal costs recorded on the balance sheet or charged in the income statement may change due to
        changes in stripping ratios or the units-of-production basis of depreciation.
•      decommissioning, site restoration and environmental provisions may change where changes in estimated Ore Reserves 
        affect expectations about the timing or cost of these activities.
•      the carrying value of deferred tax assets may change due to changes in estimates of the likely recovery of the tax
       benefits.
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Société d’Exploitation des Mines d’Or de Sadiola S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-120
2.
Accounting policies (continued)

2.3
Significant accounting judgments and estimates (continued)

Exploration and evaluation expenditure
The company’s accounting policy for exploration and evaluation expenditure results in certain items of expenditure
being capitalised for an area of interest where it is considered likely to be recoverable by future exploitation. This policy
requires management to make certain estimates and assumptions as to future events and circumstances, in particular
whether an economically viable extraction operation can be established. Any such estimates and assumptions may
change as new information becomes available. If, after having capitalised the expenditure, a judgement is made that
recovery of the expenditure is unlikely, the relevant capitalised amount will be written off to the income statement.

Development expenditure
Development activities commence after project sanctioning by the appropriate level of management. Judgement is
applied by management in determining when a project has reached a stage at which economically recoverable reserves
exist such that development may be sanctioned. In exercising this judgement, management is required to make certain
estimates and assumptions similar to those described above for capitalised exploration and evaluation expenditure.
Any such estimates and assumptions may change as new information becomes available. If, after having started the
development activity, a judgement is made that a development asset is impaired, the appropriate amount will be written
off to the income statement.

Contingencies
By their nature, contingencies will only be resolved when one or more future events occur or fail to occur. The
assessment of such contingencies inherently involves the exercise of judgement and estimates of the outcome of future
events.
Litigation and other judicial proceedings as a rule raise difficult and complex legal issues and are subject to
uncertainties and complexities including, but not limited to, the facts and circumstances of each particular case, issues
regarding the jurisdiction in which each suit is brought and differences in applicable law. Upon resolution of any pending
legal matter, the company may be forced to incur charges in excess of the presently established provisions and related
insurance coverage. It is possible that the financial position, results of operations or cash flows of the company could be
materially affected by the unfavourable outcome of litigation.

2.4       Summary of significant accounting policies

Foreign currency translation

Functional currency
Items included in the financial statements are measured using the currency of the primary economic environment in
which the entity operates (the ‘functional currency’). The functional currency of United States Dollars (US$) is used as
opposed to the currency of the country in which the enterprise is domiciled, namely Franc de la Communauté
Financière d’Afrique (F CFA). The decision has been taken on the basis of US$ being the functional currency in which
the enterprise receives its revenue and majority of costs are mainly influenced by the US dollar.

Transactions and balances
Foreign currency transactions are translated into the functional currency using the approximate exchange rates
prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of foreign
currency transactions and from the translation at the year-end exchange rate of monetary assets and liabilities
denominated in foreign currencies are recognised in the income statement, except for derivative balances that are
within the scope of IAS 39. Translation differences on these balances are reported as part of their fair value gain or loss.
Non monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated
using the exchange rate at the date of the transaction.
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Société d’Exploitation des Mines d’Or de Sadiola S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-121
2.
Accounting policies (continued)

2.4
Summary of significant accounting policies (continued)

Property, plant and equipment

Property, plant and equipment are recorded at cost less accumulated amortisation and impairments. Cost includes pre-
production expenditure incurred during the development of a mine and the present value of related future
decommissioning costs.

Interest on borrowings relating to the financing of major capital projects under construction is capitalised during the
construction phase as part of the cost of the project. Such borrowing costs are capitalised over the period during which
the asset is being acquired or constructed and borrowings have been incurred. Capitalisation ceases when construction
is interrupted for an extended period or when the asset is substantially complete. Other borrowing costs are expensed
as incurred.

If there is an indication that the recoverable amount of any property, plant and equipment is less than the carryi ng value,
the recoverable amount is estimated and an allowance is made for the impairment in value.

Subsequent costs are included in the asset’s carrying amount only when it is probable that future economic benefits
associated with the item will flow to the company, and the cost of the addition can be measured reliably. All other repairs
and maintenance are charged to the income statement during the financial period in which they are incurred.

To the extent a legal or constructive obligation to a third party exists, the acquisition cost includes estimated costs of
dismantling and removing the asset and restoring the site. A change in estimated expenditures for dismantling, removal
and restoration is added to and/or deducted from the carrying value of the related asset. To the extent that the change
would result in a negative carrying amount, this effect is recognised as income. The change in depreciation charge is
recognised prospectively.

Amortisa tion of assets (mine development costs) is calculated to allocate the cost of each asset to its residual value
over its estimated useful life. Those assets not amortised on the units-of-production method (include in mine
infrastructure) as amortised as follows:  

•      buildings up to life of mine;
•      plant and machinery up to life of mine;
•      equipment and motor vehicles up to five years;
•      computer equipment up to three years; and
•      leased assets over the period of the lease.

Major renovations are depreciated over the remaining useful life of the related asset or to the date of the next major
renovation, whichever is sooner.

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.

Gains and losses on disposals are determined by comparing net sales proceeds with the carrying amount. These are
included in the income statement.

Mine development costs

Capitalised mine development costs include expenditure incurred to develop new orebodies, to define further
mineralisation in existing orebodies, to expand the capacity of the mine and to maintain production. Where funds have
been borrowed specifically to finance a project, the amount of interest capitalised represents the actual borrowing costs
incurred. Mine development costs include acquired proved and probable Mineral Resources at cost at the acquisition
date.

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Société d’Exploitation des Mines d’Or de Sadiola S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-122
2.
Accounting policies (continued)

2.4
Summary of significant accounting policies (continued)

Mine development costs (continued)

Depreciation, depletion and amortisation of mine development costs are computed by the units-of-production method
based on estimated proved and probable mineral reserves. Proved and probable mineral reserves reflect estimated
quantities of economically recoverable reserves which can be recovered in the future from known mineral deposits.
These reserves are amortised from the date on which commercial production begins.

Stripping costs incurred in open-pit operations during the production phase to remove additional waste are charged to
operating costs on the basis of the average life of mine stripping ratio and the average life of mine costs per tonne. The
average stripping ratio is calculated as the number of tonnes of waste material expected to be removed during the life of
mine per tonne of ore mined. The average life of mine cost per tonne is calculated as the total expected costs to be
incurred to mine the orebody, divided by the number of tonnes expected to be mined. The average life of mine stripping
ratio and the average life of mine cost per tonne are recalculated annually in the light of additional knowledge and
changes in estimates.

The cost of the “excess stripping” is capitalised as mine development costs when the actual mining costs exceed the
sum of the adjusted tonnes mined, being the actual ore tonnes plus the product of the actual ore tonnes multiplied by
the average life of mine stripping ratio multiplied by the life of mine cost per tonne. When the actual mining costs are
below the sum of the adjusted tonnes mined, being the actual ore tonnes plus the product of the actual ore tonnes
multiplied by the average life of mine stripping ratio, multiplied by the life of mine cost per tonne, previously capitalised
costs are expensed to increase the cost up to the average.

The cost of stripping in any period will be reflective of the average stripping rates for the orebody as a whole. Changes
in the life of mine stripping ratio are accounted for prospectively as a change in estimate.

Mine infrastructure

Mine plant facilities, including decommissioning assets, are amortised using the lesser of their useful life or units-of-
production method based on estimated proved and probable mineral reserves. Other property, plant and equipment
comprising vehicles and computer equipment are depreciated by the straight-line method over their estimated useful
lives.

Exploration and Evaluation assets

All exploration costs are expensed until the directors conclude that a future economic benefit will more likely than not
be realised. In evaluating if expenditures meet this criterion to be capitalised, the directors use several different sources
of information depending on the level of explorat ion. While the criteria for concluding that expenditure should be
capitalised is always probable, the information that the directors use to make that determination depends on the
level of exploration.
•
Costs on greenfields sites, being those where the company does not have any mineral deposits which are already
being mined or developed, are expensed as incurred until the directors are able to demonstrate that future
economic benefits are probable, which generally will be the establishment of proved and probable reserves at this
location.
•
Costs on brownfields sites, being those adjacent to mineral deposits which are already being mined or developed,
are expensed as incurred until the directors are able to demonstrate that future economic benefits are probable,
which generally will be the establishment of increased proved and probable reserves after which the expenditure is
capitalised as a mine development cost.
•
Costs relating to extensions of mineral deposits, which are already being mined or developed, including
expenditure on the definition of mineralisation of such mineral deposits, is capitalised as a mine development cost.

Costs relating to property acquisitions are capitalised within development costs.
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Société d’Exploitation des Mines d’Or de Sadiola S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-123
2.
Accounting policies (continued)

2.4
Summary of significant accounting policies (continued)

Impairment of assets

Assets that are subject to amortisation are tested for impairment whenever events or changes in circumstance indicate
that the carrying amount may not be recoverable.

An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset’s fair value, less costs to sell and value in use. For the purposes of
assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows.

Impairment calculation assumptions include life of mine plans based on published reserves and resources,
management’s estimate of the future gold price, based on current market price trends, foreign exchange rates, and a
pre-tax discount rate adjusted for country and project risk. It is therefore reasonably possible that changes could occur
which may affect the recoverability of property, plant and equipment.

Leased assets

Operating lease rentals are charged against operating profits in a systematic manner related to the period the assets
concerned will be used.

Exploration and research expenditure

Pre – license costs are recognised in profit or loss as incurred. Exploration and research expenditure is expensed in the
year in which it is incurred. These expenses include: geological and geographical costs, labour, mineral resources and
exploratory drilling costs.

Inventories

Inventories are valued at the lower of cost and net realisable value after appropriate allowances for redundant and slow
moving items. Cost is determined on the following bases:

•      gold in process is valued at the average total production cost at the relevant stage of production;
•      gold doré / bullion is valued on an average total production cost method;
•      ore stockpiles are valued at the average moving cost of mining and stockpiling the ore. Stockpiles are classified as
        a non-current asset where the stockpile exceeds current processing capacity;
•      by-products are valued on an average total production cost method.
•      Mine operating supplies are valued at average cost

A portion of the related depreciation, depletion and amortisation charge is included in the cost of inventory.

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Société d’Exploitation des Mines d’Or de Sadiola S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-124
2.
Accounting policies (continued)

2.4
Summary of significant accounting policies (continued)

Provisions

Provisions are recognised when the company has a present obligation, whether legal or constructive, because of a past
event for which it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation. Where some or all of the expenditure
required to settle a provision is expected to be reimbursed by another party, the reimbursement is recognised only when
the reimbursement is virtually certain. The amount to be reimbursed is recognised as a separate asset. Where the
company has a joint and several liability with one or more other parties, no provision is recognised to the extent that
those other parties are expected to settle part or all of the obligation.

Provisions are measured at the present value of management’s best estimate of the expendi ture required to settle the
obligation at the balance sheet date. The discount rate used to determine the present value reflects current market
assessments of the time value of money and the risks specific to the liability.

Litigation and administrative proceedings are evaluated on a case-by-case basis considering the information available,
including that of legal counsel, to assess potential outcomes. Where it is considered probable that an obligation will
result in an outflow of resources, a provision is recorded for the present value of the expected cash outflows if these are
reasonably measurable. These provisions cover the estimated payments to plaintiffs, court fees and the cost of potential
settlements.

A contingent liability is disclosed when the possibility of an outflow of resources embodying economic benefits is not
remote.

Employee benefits

Short-term employee benefits
The cost of all short-term employee benefits i s recognised during the period in which the employee renders the related
service.

The provisions for employee entitlements to wages, salaries, and annual leave represent the amount which the
company has a present obligation to pay as a result of employees’ services provided to the balance sheet date. The
provisions have been calculated at undiscounted amounts based on current wage and salary rates.

Long-term employee benefits
Liabilities for employee benefits which are not expected to be settled within 12 months are discounted at a pre tax rate
that reflects current market assessments of the time value of money.

The Company and all employees contribute towards the Malian Government social security fund. Accordingly, on
retirement, the Malian employees are entitled to a retirement benefit from the Malian Government. Expatriate
employees are reimbursed their contributions made to the social security fund.

Environmental expenditure

The company has long-term remediation obligations comprising decommissioning and restoration liabilities relating to its
past operations which are based on the company's environmental management plans, in compliance with current
environmental and regulatory requirements. Provisions for non-recurring remediation costs are made when there is a
present obligation, it is probable that expense on remediation work will be required and the cost can be estimated within
a reasonable range of possible outcomes. The costs are based on currently available facts, technology expected to be
available at the time of the clean up, laws and regulations presently or virtually certain to be enacted and prior
experience in remediation of contaminated sites.
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Société d’Exploitation des Mines d’Or de Sadiola S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-125
2.
Accounting policies (continued)

2.4
Summary of significant accounting policies (continued)

Decommissioning costs

The provision for decommissioning represents the cost that will arise from rectifying damage caused before production
commenced. Accordingly an asset is recognised and included within mine infrastructure.

Decommissioning costs are provided at the present value of the expenditures expected to settle the obligation, using
estimated cash flows based on current prices. The unwinding of the decommissioning obligation is included in the
income statement.

Estimated future costs of decommissioning obligations are reviewed regularly and adjusted as appropriate for new
circumstances or changes in law or technology. Changes in estimates are capitalised or reversed against the relevant
asset. Estimates are discounted at a pre-tax rate that reflects current market assessments of the time value of money.

Gains or losses from the expected disposal of a ssets are not taken into account when determining the provision.

Restoration costs

The provision for restoration represents the cost of restoring site damage after the start of production. Increases in the
provision are charged to the income statement as a cost of production.

Gross restoration costs are estimated at the present value of the expenditures expected to settle the obligation, using
estimated cash flows based on current prices. The estimates are discounted at a pre-tax rate that reflects current
market assessments of the time value of money and risks specific to the liability.

Revenue recognition

Revenue is recognised at the fair value of the consideration received or receivable to the extent that it is probable that
the economic benefits will flow to the company and the revenue can be reliably measured. The following criteria must
also be present:

•      the sale of mining products is recognised when the significant risks and rewards of ownership of the products are
        transferred to the buyer;
•      interest is recognised on a time proportion basis, taking account of the principal outstanding and the effective rate
        over the period to maturity, when it is determined that such income will accrue to the company; and
•      where a by-product is not regarded as significant, revenue is credited against cost of sales, when the significant
        risks and rewards of ownership of the products are transferred to the buyer.

Taxation

Deferred taxation is provided on all qualifying temporary differences at the balance sheet date between the tax bases of
assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax assets are only recognised to the extent that it is probable that the deductible temporary differences will
reverse in the foreseeable future and future taxable profit will be available against which the temporary difference can
be utilised.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is
no longer probable that sufficient future taxable profit will be available to allow all or part of the deferred tax asset to be
utilised.

Deferred tax assets and liabilities are measured at future anticipated tax rates, which have been enacted or
substantively enacted at the balance sheet date.
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Société d’Exploitation des Mines d’Or de Sadiola S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-126
2.
Accounting policies (continued)

2.4
Summary of significant accounting policies (continued)

Taxation (continued)

Current and deferred tax is recognised as income or expense and included in profit or loss for the period.

Current tax is measured on taxable income at the applicable statutory rate enacted or substantially enacted at the
balance sheet date.

Special items

Items of income and expense that are material and require separate disclosure, in accordance with IAS 1.86, are
classified as “special items” on the face of the income statement. Special items that relate to the underlying
performance of the business are classified as “operating special items” and include impairment charges and reversals.
Special items that do not relate to underlying business performance are classified as “non-operating special items” and
are presented below “Operating (loss) profit” on the income statement.

Dividend distribution

Dividend distribution to the company’s shareholders is recognised as a liability in the company’s financial statements in
the period in which the dividends are declared by the board of directors of Société d’Exploitation des Mines d’Or de
Sadiola S.A..

Financial instruments

Financial instruments are initially measured at fair value when the company becomes a party to their contractual
arrangements. Transaction costs are included in the initial measurement of financial instruments, except financial
instruments classified as at fair value through profit and loss. The subsequent measurement of financial instruments is
dealt with below.

A financial asset is derecognised when the right to receive cash flows from the asset has expired or the company has
transferred its rights to receive cash and either (a) has transferred substantially all the risks and rewards of the asset, or
(b) h as neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of
the asset.

A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires.

On derecognition of a financial asset, the difference between the proceeds received or receivable and the carrying
amount of the asset is included in income.

On derecognition of a financial liability, the difference between the carrying amount of the liability extinguished or
transferred to another party and the amount paid is included in income.

Regular way purchases and sales of all financial assets and liabilities are accounted for at settlement date.

Other non-current assets

•      Loans and receivables are subsequently measured at amortised cost using the effective interest method. If there is
        evidence that loans and receivables are impaired, the carrying amount of the assets is reduced and the loss
        recognised in the income statement.
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Société d’Exploitation des Mines d’Or de Sadiola S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-127
2.
Accounting policies (continued)

2.4
Summary of significant accounting policies (continued)

Trade and other receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective
interest method, less accumulated impairment. Impairment of trade and other receivables is established when there is
objective evidence as a result of a loss event that the company will not be able to collect all amounts due according to
the original terms of the receivables. Objective evidence includes failure by the counterparty to perform in terms of
contractual arrangements and agreed terms. The amount of the impairment is the difference between the asset’s
carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate.
The impairment is recognised in the income statement.

Cash and cash equivalents

Cash and cash equivalents are defined as cash on h and, demand deposits and short-term, highly liquid investments
which are readily convertible to known amounts of cash and subject to insignificant risk of changes in value. They are
measured at cost which is deemed to be fair value as they have a short-term maturity.

Financial liabilities

Financial liabilities are subsequently measured at amortised cost, using the effective interest method.
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Société d’Exploitation des Mines d’Or de Sadiola S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-128
2008
Unaudited
2007                  2006
US$
3.
Revenue
Product sales
396,209,095
267,911,114        300,727,005
4.
Operating profit
Operating profit is arrived at after taking account of:
Royalties
23,750,861        16,059,074         18,027,171
Amortisation of property, plant and equipment (note 7)
68,304,975        12,100,569         34,039,909
Auditors' remuneration
– Statutory audit fees
30,922               47,673                31,981
– External audit - audit fees
549,171             615,013              404,681
Contributions to Malian State social security fund
3,264,198          3,225,695          3,650,222
Exploration and evaluation expenditure
3,664,509          1,816,335              553,347
Legal fees
74,906               57,300                65,201
Provision for obsolete and slow-moving consumable stores
-                        -
432,263
Remuneration other than to employees
 
– management fees
3,962,091          2,679,111           3,007,271
Salaries, wages and benefits
15,646,151        15,020,927         14,900,568
Mining contractor fees
44,940,226        42,431,789         29,057,225
Operating leases
26,919,581        29,457,981         26,214,997
5.
Special impairments of indirect taxes receivable and special
expenses for indirect taxes payable
2003/2004 tax audit (note 5.3)
-                         -          4,136,344
2005/2006 tax audit (note 5.1)
4,627,182
1,984,564                        -
2007 tax submissions (note 5.2)
1,718,612
667,833                        -
Impairment of indirect taxes receivable (note 5.4)
5,362,435
-                       -
11,708,229
2,652,397         4,136,344
5.1
Payment relating to the 2005/2006 tax audit
During 2007, the Malian tax authorities conducted a tax audit of the corporate taxation and various indirect tax
submissions of the company for previous years. The result of the audit, which was communicated to the company in
October, indicated that the Company owed the Government of Mali an amount of F CFA 10.5 billion (US$23.6 million
as of December 31, 2007). The company objected to the claim as management was of the opinion that the tax
submissions of the Company were in compliance with applicable laws and regulations. The company however provided
an amount of F CFA 877 million (US$1.98 million as of December 31, 2007) in respect of indirect taxes and
F CFA 403 million (US$0.9 million as of December 31, 2007) in respect of corporate taxation based on the uncertainty
of the interpretation of certain rules (Refer Note 17.3). The tax auth orities confirmed the 2005/2006 audit claim in
November 2008 indicating that the Company owed the Government of Mali a reduced amount of F CFA 4.2 billion
(US$8.2 million as of December 31, 2008). Due to the uncertainty of the interpretation of certain rules the company
provided an additional amount of F CFA 2.5 billion (US$4.63 million as of December 31, 2008) in respect of indirect
taxes and F CFA 388 million (US$0.65 million as of December 31, 2008) in respect of corporate taxation. The company
has therefore provided for the full amount of the confirmed 2005/2006 audit claim as of December 31, 2008.
5.2
Provision relating to the 2007 and 2008 tax submissions
The company has reviewed the 2007 and 2008 tax submissions based on the interpretations applied by the tax
authorities in conducting the 2005/2006 audit. Management determined that there may be an under payment of
F CFA 295 million (US$0.67 million as of December 31, 2007) which was provided for in the 2007 financial results. The
company has reviewed the tax submissions for the 2007 and 2008 financial years based on the interpretations applied
by the tax authorities in confirming the 2005/2006 audit claim. An additional amount of F CFA 927 million
(US$1.7 million as of December 31, 2008) was provided in the 2008 financial results.
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Société d’Exploitation des Mines d’Or de Sadiola S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-129
5.
Special impairment of indirect taxes receivable and special expenses for indirect taxes payable (continued)
5.3
Payment relating to the 2003/2004 tax audit
During the 2005 financial year a tax assessment was received for corporate tax and various indirect taxes by
Government of Mali authorities for the 2003 and 2004 fiscal years. Management objected to the assessment as it did
not reflect the protocol agreement reached between the company and the Government of Mali with regard to the tax
audit of the Company for fiscal years 2000 to 2002 (note 5.1). As discussed in note 5.1 the Government of Mali
required an advance be made which the Company refused. Without admitting guilt the Company decided to pay the
Government of Mali an amount agreed by both parties. The Company and the Government of Mali reached settlement
on the disputes relating to the 2003 and 2004 fiscal year tax assessments in 2006. The additional settlement of
$4.1 million has been recorded as an special payment of indirect taxe s.
5.4
Impairment of indirect taxes receivable
The company entered into a second protocol with the Government of Mali whereby the Government of Mali will enter
into a loan agreement with a local bank to finance the refund of the audited VAT and refundable tax on fuel in arrears. In
terms of the protocol the company has agreed to allow a deduction from the arrears of an amount to pay the discount on
behalf of the Government, which represents the costs related to the loan financing. The company has therefore
impaired the VAT refundable balance by an amount of F CFA 2.3 billion (US$4.93 million as of December 31, 2008) and
the refundable tax on fuel balance by an amount of F CFA 202 million (US$0.43 million as of December 31, 2008) to
account for this cost. This expense, together with present value adjustments recorded in previous periods, represent the
full cost of the discount that the compan y has agreed to.
6.
Taxation
All pre-tax income and income tax expense is related to operations in Mali
2008
Unaudited
2007                   2006
US$
Current tax expense
72,473,043         27,056,753        44,327,378
Current tax expense – prior year
281,700              911,737
-
Deferred tax income
(16,206,315)        (3,669,454)        (3,402,067)
56,548,428         24,299,036         40,925,311

A reconciliation of the statutory tax rate to that charged in the income statement is set out in the following table:
%
%
%
Statutory tax rate in Mali
35.0
35.0                  35.0
Disallowable expenses:
-
Net foreign exchange (gain) loss
1.3
(0.7)                 (0.3)
-
Special impairment of indirect taxes receivable and special
expenses for indirect taxes payable
1.6
1.0                   0.7
Translation (loss) gain on current and deferred tax
7.1
(9.5)                (4.2)
Prior year tax expense
0.2
1.0                     -
Effective tax rate
45.2
26.8                31.2
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Société d’Exploitation des Mines d’Or de Sadiola S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-130
Mine
development
costs
US$
Work in
progress
US$
Mine
infrastructure
US$
Total
US$
7.
Property, plant and equipment at December 31, 2008
Cost
Balance at January 1, 2008
204,594,957
4,382,026
234,914,367
443,891,350
Additions 2,634,597
1,595,118
4,325,985
8,555,700
Amounts written off
-
-
(426,201)
(426,201)
Transfers and other movements
-
(5,976,423)
9,332,276
3,355,853
Balance at December 31, 2008
207,229,554
721
248,146,427
455,376,702
Accumulated amortisation
Balance at January 1, 2008
150,652,677
-
165,523,960
316,176,637
Amortisation for the year
29,234,781
-
39,070,194
68,304,975
Impairments                                                                                                     -                       -
167,498
167,498
Amounts written off
-
-
(426,201)
(426,201)
Balance at December 31, 2008
179,887,458
-
204,335,451
384,222,909
Carrying amount at December 31, 2008
27,342,096                    721
43,810,976
71,153,793
Mine
development
costs
US$
Work in
progress
US$
Mine
infrastructure
US$
Total
US$
Balance at January 1, 2007
195,904,306
-
220,619,116
416,523,422
Additions                                                                                            8.690,651
4,382,026
2,066,786
15,139,463
Transfers and other movements
-
-
12,228,465
12,228,465
Balance at December 31, 2007
204,594,957
4,382,026
234,914,367
443,891,350
Accumulated amortization
Balance at January 1, 2007
145,045,091
-
159,030,977
304,076,068
Amortisation for the year
5,607,586
-
6,492,983
12,100,569
Balance at December 31, 2007
150,652,677
-
165,523,960
316,176,637
Carrying amount at December 31, 2007 (unaudited)
53,942,280
4,382,026
69,390,407
127,714,713

Transfers and other movements comprise amounts from changes in estimates of decommissioning assets and asset
reclassifications.
2008
Unaudited
2007
US$
8.
Inventories
Non-current portion of inventories
Ore stockpiles
80,393,816
50,846,071
Current portion of inventories
Ore stockpiles
49,781,463
46,601,337
Gold bullion
-                         36,220
Gold-in-process                                                                                                                    1,449,122
1,529,754
Consumable stores
22,559,462                  14,748,435
Consumable stores
25,680,591
17,869,564
Less: adjustment for obsolete and slow-moving items
(3,121,129)
(3,121,129)
Total current inventory
73,790,047
62,915,746
Total inventories
154,183,863
113,761,817
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Société d’Exploitation des Mines d’Or de Sadiola S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-131
2008
Unaudited
2007
US$
9.
Trade and other receivables
Related party receivables
- Société d'Exploitation des Mines d’Or de Yatela S.A.
981,400
493,053
- Rand Refinery
10,430,699
5,426,583
- Other
-                       117,049
11,412,099                    6,036,685
Special tax account with Government of Mali
464,288
1,165,003
VAT refundable by Government of Mali (note 19.2.1)
21,306,774
31,645,860
Refundable tax on fuel by Government of Mali (note 19.2.2)
4,126,907
4,846,963
Prepaid expenses
-                       278,097
Other
751,938                    2,923,551
Total current and non-current trade and other receivables
38,062,006
46,896,159
Less: non-current portion of amounts refundable by Government of Mali
-
30,260,588
Total current trade and other receivables
38,062,006
16,635,571
10.
Cash and cash equivalents
HypoVereinsbank and Citibank balances – Current accounts
46,555,323
9,828,224
Malian bank balances
1,998,062
6,967,804
London and South African bank balances
-
1,028,380
Petty cash
25,475
18,584
48,578,860
17,842,992
11.
Provisions
Environmental rehabilitation obligation
Balance at beginning of year
30,888,509                  14,087,265
Unwinding of obligation
1,173,763                       704,356
Change in estimate
5,459,600                  16,096,888
Balance at end of year
37,521,872                  30,888,509
Employee long service obligation
Balance at beginning of year
1,016,361                      775,266
Unwinding of obligation
-                       38,760
Change in estimate
485,555                      202,335
Utilised during the year
(131,527)                                 -
Balance at end of year
1,370,389                   1,016,361
Total provisions
38,892,261                 31,904,870
Assumptions applicable to the environmental rehabilitation provision
Estimated gross future environmental rehabilitation costs
US$45.3 million
US$36.7 million
Discount rate
2.5%                         3.80%
Inflation rate
1.0%                          2.30%
Average cash flow period
26 years
18 years

The average cash flow period is based on the current estimate of the life of mine, which is subject to revision annually.
The estimated gross future costs are based on management's best estimates at December 31, 2008, and are also
subject to revision annually. The change in estimate arises due to the change in the assumption of the discount rate
applicable and a change in the estimate of the gross future costs.
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Société d’Exploitation des Mines d’Or de Sadiola S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-132

Malian Government social security fund

The company and all employees contribute to the Malian Government social security fund. On retirement, the Malian
employees are entitled to a retirement benefit from the fund. The fund reimburses expatriate employees only their own
contributions made to the fund. Accordingly, there is no obligation for defined employee benefits. The company's
contributions to the Malian Government social security fund are disclosed in note 4.
2008
Unaudited
2007
US$
12.
Deferred taxation
The net deferred taxation asset relating to temporary differences is made up as follows:
- Property, plant and equipment
(2,952,675)
(14,429,798)
- Non-current provisions
13,612,291
11,166,704
- Inventory
1,092,395
1,092,395
- Present value adjustment on taxes refundable
3,522,024
1,645,172
- Accruals
2,175,381
1,768,628
17,449,416
1,243,101
The movement on the net deferred tax asset (liability) is as follows:
Balance at beginning of year
1,243,101
(2,426,353)
Deferred tax income (note 6)
16,206,315
3,669,454
Balance at end of year
17,449,416
1,243,101
13.
Trade and other payables
Related party payables
- AngloGold Ashanti Limited
1,720,047
2,997,170
- AngloGold Ashanti Mali S.A.
553,172
1,485,597
- Société des Mines de Morila S.A.
30,469
-
- Société Ashanti Goldfields de Guinée S.A.
203,593
98,473
- AngloGold Ashanti Iduapriem Limited
150,122
-
2,657,403
4,581,240
Accruals
7,395,742
3,338,449
Trade and other payables
24,542,835
23,884,905
34,595,980
31,804,594
2008
Unaudited
2007
2006
US$
14.
Dividends paid
Amount outstanding at beginning of year
-
22,906,407        20,000,000
Dividends declared during the year
110,000,000
-
90,000,000
Less: amount outstanding at end of year
-
-
(22,906,407)
Dividends
paid
110,000,000         22,906,407        87,093,593
15.
Income tax paid
Amount payable (receivable) at beginning of year
(2,019,356)         33,137,071         8,101,642
Current tax expense (note 6)
72,754,743
27,968,490
44,327,378
Amount (payable) receivable at end of year                                                   (51,605,536)
2,019,356
(33,137,071)
Income
tax
paid
19,129,851         63,124,917        19,291,949
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Société d’Exploitation des Mines d’Or de Sadiola S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-133
16.
Ordinary stock
Authorised and issued: ordinary par value stock with a nominal value of F CFA 109 000 (US$200) each.

2008
Unaudited
2007
Held by:
Number of
outstanding
stock in
issue
US$
AngloGold Mali Holdings 1 (subsidiary of AngloGold Ashanti Ltd)
38,000           7,600,000         7,600,000
AGEM Limited (subsidiary of IAMGOLD Corporation)                                                38,000
7,600,000
7,600,000
Government of Mali
18,000
3,600,000
3,600,000
International Finance Corporation                                                                                6,000
1,200,000
1,200,000
100,000        20,000,000        20,000,000
17.
Contractual commitments and contingencies
17.1    Operating leases
At December 31, 2008, the company was committed to making the following minimum payments in respect of operating
leases for amongst others, hire of plant and equipment and land and buildings.
2008
Unaudited
2007
US$
Expiry within:
- One year
873,988                    1,476,119
These balances are calculated based on the minimum rentals due in terms of the contract up to and including the expiry
date (December 2009) or minimum notice period (six months), whichever is the lesser. The contract does not provide
for guaranteed escalations. The company has no other restrictions on any of its leasing arrangements.
17.2    Capital commitments
Contracted for
1,631,466                     1,348,314
Not contracted for
200,000
5.804,754
Total authorised by the directors
1,831,466
7,153,068
Purchase obligations
Contracted
38,984,926                   31,758,000
The proposed capital expenditure for mine infrastructure and other purchase obligations will be financed from cash
resources generated by operating activities of the company.
17.3    The company is subject to and pays taxes in Mali. Some of these taxes are defined by contractual agreements with the
local government, but others are defined by the general corporate tax laws of the country. The company has historically
filed, and continues to file, all required tax returns and to pay the taxes reasonably determined to be due. The tax rules
in Mali are complex and subject to interpretation. From time to time the company is subject to a review of its historic tax
filings and in connection with such reviews, disputes can arise with the taxing authorities over the interpretation or
application of certain rules to the company’s business conducted in Mali. During 2007 the Malian tax authorities
conducted a tax audit of the corporate taxation and various indirect tax submissions of the company for previous years.
The result of the audit, which was communicated to the company in October, indicated that the company owed the
Government of Mali an amount of F CFA 10.5 billion (US$23.6 million as of Decem ber 31, 2007) The company objected
to the claim as management was of the opinion that the tax submissions of the company were in compliance with
applicable laws and regulations. The company however provided an amount of F CFA 877 million (US$1.98 million as of
December 31, 2007) in respect of indirect taxes and F CFA 403 million (US$0.9 million as of December 31, 2007) in
respect of corporate taxation based on the uncertainty of the interpretation of certain rules. The tax authorities
subsequently reviewed their claim and submitted a revised claim of F CFA 5.2 billion (US$11.7 million as of
February 29, 2008) on the 19 February 2008. The company objected to the revised claim as management was of the
opinion that the authorities had no grounds for reassessing submissions for fiscal years that have previously been
closed. The tax authorities confirmed the tax audit claim in November 2008 indicating that the Company owed the
Government of Mali a reduced amount of F CFA 4.2 b illion (US$8.2 million as of December 31, 2008). Due to the
uncertainty of the interpretation of certain rules the company provided an additional amount of F CFA 2.5 billion
(US$4.64 million as of December 31, 2008) in respect of indirect taxes and F CFA 388 million (US$0.65 million as of
December 31, 2008) in respect of corporate taxation. The company has therefore provided for the full amount of the
confirmed tax audit claim as of December 31, 2008.
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Société d’Exploitation des Mines d’Or de Sadiola S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-134
18.
Related parties
18.1    Identity of related parties
The stockholders of the company are disclosed in note 16. Entities within the AngloGold Ashanti group and with which
the Company has transacted, are listed in note 18.2. The directors of the company are listed below:
NF Nicolau (Chairman) (South African)
(resigned January 14, 2008)
C Rampa-Luhembwe (Chairman) (Congolese)
(appointed April 23, 2008)
C Barjot (French)
J McCombe (Canadian)
MEH Keita (Malian)
M Diallo (Malian)
FRL Neethling (South African)
(resigned February 29, 2008)
AW Mbugua (Kenyan)
(resigned April 23, 2008)
A der Hovanessian (American)
(resigned October 23, 2008)
DA Dembele (Malian)
ND Keita (Malian)
(resigned October 10, 2008)
DH Diering (South African)
(resigned October 24, 2008)
LE Philips (Canadian)
MP O’Hare (South African)
(appointed April 23, 2008)
K Addo-Kufuor (Ghanaian)
(appointed April 23, 2008)
AE Coetzee (South African)
(appointed October 24, 2008)
MB Kone (Malian)
(appointed October 24, 2008)
EM Essien (American)
(appointed December 11, 2008)
18.2    Material related party transactions
Transactions
with related
parties
Net amounts
due by/
(owed to)
related parties
(notes 9 & 13)
Transactions
with related
parties
Net amounts
due by/
(owed to)
related parties
(notes 9 & 13)
Transactions
with related
parties
Net amounts
due by/
(owed to)
related
parties
Material related party transactions are as
follows:
2008
Unaudited                 2007
2006
US$
-      AngloGold Ashanti Mali S.A.
4,142,235
(553,172)
3,239,467
(1,485,597)
5,105,740
(493,841)
-      Société des Mines de Morila S.A.
(Morila)
260,197                       (30,469)                    225,674                       (98,473)
(476,657)
174,237
-       Société Ashanti Goldfields de
Guinée S.A. (Siguiri)
203,593
(203,593)
(153,345)
123,699
(153,345)
153,345
AngloGold Ashanti Iduapriem Limited
(Iduapriem)
150,122
(150,122)                               -                                     -                               -                                 -
-       Société d’Exploitation des Mines
d’Or de Yatela S.A. (Yatela)
(3,383,480)                       981,400
(2,619,552)                      493,053
(2,865,379)
381,436
-       AngloGold Ashanti Limited
48,641,003
(1,720,047)
7,318,000
(2,997,170)
3,662,857
(156,096)
-      Rand Refinery Limited
(395,486,258)
10,430,699
(267,391,388)
5,426,583
(300,178,723)
23,892
-      Key Management Personnel
remuneration                                                                 1,537,329
-
1,056,175
-
506,223
-
-      Salary
1,443,265
-
991,990
-
414,803
-
-      Performance related payments
94,064
-
64,185
-
91,420
-
AngloGold Ashanti Mali S.A. is a service organisation within the AngloGold Ashanti group and, accordingly, provides
management services to the company. Included in transactions with AngloGold Ashanti Mali S.A. are management fees
paid by the Company of US$3,962,091 (2007: US$2,679,111) (refer note 4). Morila and Yatela are fellow subsidiaries to
the company, also located in Mali. Sadiola shares certain employees with Yatela, as well as the elution and smelting of
the gold production process. The company incurs only ad hoc transactions with Morila.
The company has entered into contractual agreements with AngloGold Ashanti Limited, for the provision of purchasing
services of goods and materials originating in South Africa. Include in transactions with AngloGold Ashanti Limited are
purchases by the Company of US$48,641,003 (2007: US$7,318,000).
Rand Refinery Limited is a subsidiary company within the AngloGold Ashanti group. The company has entered into
contractual agreements with Rand Refinery Limited for the provision of all services required for the collection, transport,
refining and purchase of the doré bars produced by the company. Included in transactions with Rand Refinery Limited
are sales by the company of US$396.2 million (2007: US$267.9 million) and purchases by the company of
US$0.7 million (2007: US$0.5 million).
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Société d’Exploitation des Mines d’Or de Sadiola S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-135
19.
Risk management activities
In the normal course of its operations, the company is exposed to gold price, other commodity price, foreign exchange,
interest rate, liquidity, price and credit risks. In order to manage these risks, the company may enter into transactions
which make use of both on and off balance sheet derivatives. The company does not acquire, hold or issue derivatives
for trading purposes. The company has access via its shareholders to a developed comprehensive risk management
process to facilitate, control and monitor these risks.

The financial risk management objectives of the company are defined as follows :

•      safeguarding the company’s core earnings stream from its major assets through the effective control and
        management of gold price risk, other commodity risk, foreign exchange risk and interest rate risk;
•      effective and efficient usage of credit facilities in both the short and long term through the adoption of reliable
       liquidity management planning and procedures;
•      ensuring that investment and hedging transactions are undertaken with creditworthy counterparts; and
•      ensuring that all contracts and agreements related to risk management activities are coordinated and consistent
       throughout the company and that they comply where necessary with all relevant regulatory and statutory
       requirements
19.1    Gold price and currency risk
Gold price risk arises from the risk of an adverse effect on current or future earnings resulting from fluctuations in the
price of gold. The company does not hedge against the effects of fluctuations in the gold price.
19.2    Credit Risk
Credit risk arises from the risk that a counter party may default or not meet its obligations in a timely manner.

The company does not obtain collateral or other security to support financial instruments subject to credit risk, but
monitors the credit standing of counter parties. Although the company sells gold to only one counter party, the company
does not believe that this concentration of credit results in significant credit risk as the majority of proceeds are received
within two working days of the gold leaving the mine. There is however a concentration of credit risk with respect to
various taxes receivable from the Malian State. These taxes and the measures taken to ensure recoverability thereof
are discussed below.

Ageing and impairment of financial assets

The following age analysis provides information regarding the credit quality of assets which expose the company to
credit risk:
2008
2005
2006
2007                 2008
2008
Total
US$
VAT and Fuel tax receivable
2,453
2,581
19,462
11,001
35,497
Impairment                                                                   (695)
(732)
(5,517)              (3,119)
(10,063)
1,758
1,849
13,945
7,882
25,434
2007
2005
2006                 2007
2007
Total
US$
VAT and Fuel tax receivable
2,595
14,044
24,555
41,194
Discounting                                                                                           (296)
(1,603)
(2,802)
(4,701)
2,299
12,441               21,753              36,493
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Société d’Exploitation des Mines d’Or de Sadiola S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-136
19.
Risk management activities (continued)
19.2.1 Vulnerability from concentrations of VAT refundable by the Government of Mali
The gross undiscounted amount of value added taxes receivable from the Government of Mali amounts to
US$34.7 million at 31 December 2008 (2007: US$38.9 million). VAT is refundable from the government in F CFA. The
last audited VAT return was for the period ended June 30, 2008 and at 31 December 2008 US$30.2 million (2007:
US$16.2 million) is still outstanding and US$4.5 million (2007: US$22.7 million) is still subject to audit. The accounting
processes for the unaudited amount are in accordance with the processes advised by the Government of Mali in terms
of the previous audits. The Government of Mali is a shareholder in the company and concluded a first protocol
agreement with the company for reimbursement of outstanding VAT on July 5, 2006. All provisions of the first protocol
were fulfilled as at December 2008. Certain amounts at the end of 2007 were expected to be received after 12 months
of the balance sheet date and were classified as non-current accordingly. The amounts provided for in 2007 were
discounted to their present value at a rate of 6.5% per annum. The Company entered into a second protocol with the
Government of Mali whereby the Government of Mali will enter into a loan agreement with a local bank to finance the
payment of the audited amounts in arrears. In accordance with the protocol the Company has agreed to allow a
deduction from the arrears of an amount to pay the discount on behalf of the Government, which represents the costs
related to the loan financing. The amounts provided in 2008 have been discounted by the amount of the deduction
proposed in the second protocol. The cumulative present value and impairment adjustment made against the gross VAT
receivable amounts to US$9.1 million (2007: US$4.2 million). Due to the signing of the second protocol 0n
6 March 2009 all amounts outstanding at the balance sheet date have been classified as cur rent.
19.2.2 Vulnerability from concentrations of refundable tax on fuel
The gross undiscounted amount of fuel duties receivable from the Government of Mali amounts to US$5.0 million at
31 December 2008 (2007: US$5.3 million). Fuel duties are paid on receipt of the fuel supply and are refundable in
F CFA, requiring the claim to be submitted before January 31, of the following year, and are subject to authorisation by
firstly the Department of Mining and secondly the Customs and Excise authorities. The Customs and Excise authorities
have not approved any payments for 2008 and 2007, US$5.0 million (2007 US$5.3 million) is still subject to
authorisation. The accounting processes for the unauthorised amount are in accordance with the processes advised by
the Government of Mali in terms of the previous authorisations. With effect from February 2006, fuel duties are no
longer payable to the Government of Mali. The Government of Mali is a shareholder in the Company and conclud ed a
first protocol agreement with the Company for reimbursement of outstanding fuel duties on July 5, 2006. All provisions
of the first protocol were fulfilled as at December 2008. Certain amounts at the end of 2007 were expected to be
received after 12 months of the balance sheet date and were classified as non-current accordingly. The amounts
provided for in 2007 were discounted to their present value at a rate of 6.5% per annum. The Company entered into a
second protocol with the Government of Mali whereby the Government of Mali will enter into a loan agreement with a
local bank to finance the payment of the amounts in arrears. In terms of the protocol the Company has agreed to allow a
deduction from the arrears of an amount to pay the discount on behalf of the Government, which represents the costs
related to the loan financing. The amounts provided in 2008 have been determined with reference to the amount of the
deduction recommended in the second protocol. The cum ulative present value and impairment adjustments made
against the gross fuel tax receivable amounts to US$0.91 million (2007: US$0.48 million). Due to the signing of the
second protocol 6 March 2009 all amounts outstanding at the balance sheet date have been classified as current.
19.3    Currency risk
Since the functional currency of the company is US Dollars, currency risk is incurred primarily as a result of purchases
made in other currencies, such as the Euro, South African Rand and the Franc de la Communauté Financière d’Afrique
(F CFA). The company does not use derivatives to hedge foreign currency transactions.

As the company does not enter into financial instruments for trading purposes, the risks inherent to financial instruments
are always offset by the underlying risk being hedged. The company further manages such risks by ensuring that when
decisions are made to utilise hedging the level of hedge cover will not exceed expected requirements in future periods,
that the tenor of instruments will not exceed the life of mine and that no basis risk exist.

Management is of the opinion that the exposure to foreign currency fluctuations will not have a significant impact on
equity or profit and loss.
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Société d’Exploitation des Mines d’Or de Sadiola S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-137
19.
Risk management activities (continued)
19.4     Fair values of financial instruments
The estimated fair values of the current financial instruments are determined based on relevant market information.
These estimates involve uncertainties and cannot be determined with precision. The estimated fair values of the
company’s current financial instruments as at December 31, 2008 approximates the carrying amount of such financial
instruments as reflected in the balance sheet.

All amounts are expected to be recoverable or payable within the 2009 financial year.
20.
Capital management
The primary objective of managing the company’s capital is to ensure that there is sufficient capital available to support
the funding requirements of the company, including capital expenditure, in a way that optimises the cost of capital,
maximises shareholders’ returns and ensures that the company remains in a sound financial position. There were no
changes to the company’s overall capital management approach during the current year. The company manages and
makes adjustments to the capital structure as and when funding is required. This may take the form of raising
shareholder or bank debt or hybrids thereof.

background image
F-138





SOCIÉTÉ D’EXPLOITATION DES MINES D’OR DE YATELA S.A.
FINANCIAL STATEMENTS
as of and for the year ended December 31, 2008




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F-139
Société d’Exploitation des Mines d’Or de Yatela S.A.
Financial statements and report of the Independent Registered Public Accounting Firm
For the year ended December 31, 2008


Independent Auditor’s Report

Income statements

Balance sheets

Statement of changes in stockholders’ equity

Cash flow statements

Notes to the financial statements



background image
F-140
Report of the Independent Registered Public Accounting Firm

The board of directors and stockholders of Société d’Exploitation des Mines d’Or de Yatela S.A.


We have audited the accompanying balance sheet of Société d’Exploitation des Mines d’Or de Yatela S.A. as of
December 31, 2006 and the related statements of income, changes in stockholders’ equity and cash flows for the year then
ended. These financial statements are the responsibility of the company’s management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a tes t basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Société
d’Exploitation des Mines d’Or de Yatela S.A. as of December 31, 2006 and the results of its operations and its cash flows for
the year then ended, in conformity with International Financial Reporting Standards as issued by the International Accounting
Standards Board.

KPMG Inc.




Johannesburg, South Africa
June 25, 2007

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F-141
Société d’Exploitation des Mines d’Or de Yatela S.A.
Income Statement
For the years ended December 31,

Unaudited
2008
Unaudited
2007                      2006
Note
US$
Revenue
3
144,447,245
208,846,031
214,500,620
Cost of sales
(97,153,052)
(110,271,525)
(116,283,590)
Gross profit
47,294,193
98,574,506
98,217,030
Exploration costs
(897,435)
(1,978,821)
(27,821)
Other operating expenses / (income)
68,703
111,707
(896,162)
Net foreign exchange gain / (loss)
(4,048,541)
(1,635,215)
297,449
Special impairments of indirect taxes receivable and special
income (expenses) for indirect taxes payable
5              835,768             (6,201,491)                (531,017)
Operating profit
4
43,252,688
88,870,686
97,059,479
Interest income
448,161
1,679,426
1,218,954
Interest expense
(804,853)
(2,132,580)
(2,996,042)
Profit before taxation
42,895,996
88,417,532
95,282,391
Taxation
6
(16,523,617)
(31,323,388)
(12,538,580)
Profit for the year
26,372,379
57,094,144
82,743,811

The accompanying notes are an integral part of the financial statements.


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F-142
Société d’Exploitation des Mines d’Or de Yatela S.A.
Balance Sheet
As at December 31,

Unaudited
2008
Unaudited
2007
Note
US$
ASSETS
Non-current assets
Property, plant and equipment
7
40,412,569
23,567,351
Trade and other receivables
9
625,000
19,267,402
Deferred taxation
10
3,347,730
10,199,283
44,385,299                 53,034,036
Current assets
Inventories                                                                                                                    8
23,075,472
38,503,196
Trade and other receivables
9
29,291,694
16,341,087
Taxation
4,088,457
-
Cash and cash equivalents
11
23,870,729
26,970,783
80,326,352                 81,815,066
Total assets
124,711,651
134,849,102
EQUITY AND LIABILITIES
Equity
Stockholders' equity
82,359,523
55,987,144
Non-current liabilities
Provisions                                                                                                                   12
25,338,123
21,180,344
25,338,123                 21,180,344
Current liabilities
Trade and other payables
13
17,014,005
24,515,932
Taxation
-
33,165,682
17,014,005                 57,681,614
Total liabilities
42,352,128                 78,861,958
Total equity and liabilities
124,711,651              134,849,102

The accompanying notes are an integral part of the financial statements.





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F-143
Société d’Exploitation des Mines d’Or de Yatela S.A.
Statements of changes in stockholders’ equity
For the years ended December 31,

Ordinary
stock
(note 17)
Non-
distributable
reserve
Retained
earnings
Total
stockholders’
equity
Note
US$
Balance at 31 December 2006
14,513
2,903
78,875,584
78,893,000
Profit for the year
-
-
57,094,144
57,094,144
Dividends declared
14
(80,000,000)        (80,000,000)
Balance at 31 December 2007 (unaudited)
14,513
2,903
55,969,728
55,987,144
Profit for the year
-
-
26,372,379
26,372,379
Dividends declared (note 14)
14
-
-
Balance at December 31, 2008 (unaudited)
14,513
2,903
82,342,107
82,359,523

The non-distributable reserve is a legal reserve created in 2000 and is a requirement of the commercial law of Mali. This law
prescribes the transfer of 10% of profits, restricted to a maximum of 20% of ordinary share capital, to a non-distributable
reserve. Such reserve only becomes distributable when the Company is liquidated.

The accompanying notes are an integral part of the financial statements.


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F-144
Société d’Exploitation des Mines d’Or de Yatela S.A.
Cash flow statements
For the years ended December 31,

Unaudited
2008
Unaudited
2007                    2006
Note
US$
Net cash provided by operating activities
Profit for the year
26,372,379
57,094,144
82,743,811
Adjusted for:
Non-cash
movements
-
taxation charge per income statement
16,523,617
31,323,388
12,538,580
-     deferred stripping
2,947,331
20,346,982
13,779,768
-
provision for obsolete and slow moving consumable stores
-
(435,834)
757,951
-
net foreign exchange (gain) / loss
4,048,541
1,635,215
(297,449)
-
unwinding of non-current provisions
804,853
725,324
689,997
-
environmental restoration charge to the income statement
560,513                  3,776,192
1,688,625
-
employee long service obligation charge to the income
statement
-
-
(939,691)
-
present value adjustment on VAT taxes refundable
-
1,360,681
1,100,081
-
present value adjustment on refundable tax on fuel
-
46,575
21,528
-
loss on disposal of property, plant and equipment
-
-
226,478
-
amortisation of property, plant and equipment
4,916,982
9,753,803
39,381,404
-
finance charges
-
-
1,184,436
Special impairments of indirect taxes refundable and special
(income) expenses for indirect taxes payable
(835,768)
6,201,491
531,017
Restoration expenditure
(382,132)
(1,001,027)
(1,626,621)
Decrease (increase) in non-current inventories
-
-
4,138,853
Interest paid
-
-
(1,184,436)
Income tax paid
15
(47,069,205)
(19,929,143)
(452,463)
Decrease (increase) in inventories
15,427,724
(12,000,227)
(11,071,231)
Decrease (increase) in trade and other receivables (current and
non-current)
4,930,567
(8,698,629)            (10,094,951)
Decrease in trade and other payables
(9,810,471)
(1,135,278)
6,597,221
Net cash inflow from operating activities
18,434,931
89,063,657
139,712,908
Net cash used in investing activities
Capital
expenditure
(4,550,004)               (5,340,768)               (2,586,002)
Additional waste stripping
(16,984,981)              (3,963,909)
(19,015,243)
Net cash outflow from investing activities
(21,534,985)
(9,304,677)
(21,601,245)
Net cash used in financing activities
Interest-bearing loans repaid
-
-
(52,391,551)
Dividends paid
14
-
(80,000,000)
(51,000,000)
Net cash outflow from financing activities
-
(80,000,000)
(103,391,551)
Net (decrease) in cash and cash equivalents
(3,100,054)
(241,020)
14,720,112
Cash and cash equivalents at beginning of year
26,970,783
27,211,803
12,491,691
Cash and cash equivalents at end of year
11             23,870,729
26,970,783
27,211,803

The accompanying notes are an integral part of the financial statements.


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Société d’Exploitation des Mines d’Or de Yatela S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-145


1.        Business activities

Société d’Exploitation des Mines d’Or de Yatela S.A. (Yatela) is a Company registered in Mali. The Company operates
a mine for the commercial exploitation of gold in the Kayes region of Western Mali. Commercial production commenced
on July 3, 2001.
2.         Accounting policies

Statement of compliance
The Company financial statements are prepared in compliance with International Financial Reporting Standards (IFRS)
and Interpretations of those standards, as adopted by the International Accounting Standards Board (IASB) and
applicable legislation.

During the current financial year the following new or revised accounting standards, amendments to standards and new
interpretations were adopted by Société d’Exploitation des Mines d’Or de Yatela S.A:
Standard or
Interpretation
Title Effective
date
IAS 39 and
IFRS 7
Reclassification Amendments to IAS 39 Financial
Instruments: Recognition and Measurement and
IFRS 7 Financial Instruments: Disclosures
For reclassifications on or after
1 November 2008, date of reclassification or
for previous reclassifications, 1 July 2008

The adoption of the amendments to IAS 39 and IFRS 7did not have any effect on the financial position or performance
of Société d’Exploitation des Mines d’Or de Yatela S.A.

During the current financial year no new or revised accounting standards, amendments to standards and new
interpretations were early adopted by Société d’Exploitation des Mines d’Or de Yatela S.A.

The following accounting standards, amendments to standards and new interpretations, which are not yet mandatory for
Société d’Exploitation des Mines d’Or de Yatela S.A, have not been adopted in the current year:

Standard or
Interpretation
Title
Effective for annual period
beginning on or after
IFRS 1
First-time Adoption of International Financial Reporting Standards
1 January 2009
IFRS 1/IAS 27
Amendments – Cost of an Investment in a Subsidiary, Jointly
Controlled Entity or Associate
1 January 2009
IFRS 2
Amendments – Vesting Conditions and Cancellations
1 January 2009
IFRS 3
Business Combinations (revised)
1 July 2009
IFRS 8
Operating Segments
1 January 2009
IAS 1
Presentation of Financial Statements – (revised)
1 January 2009
IAS 32/IAS 1
Amendments – Puttable Financial Instruments and Obligations
arising on Liquidation
1 January 2009
IAS 27
Consolidated and Separate Financial Statement (revised)
1 July 2009
IAS 39
Amendment – Eligible Hedged Items
1 July 2009
IFRSs
Annual Improvements Project
1 July 2009
IFRIC 15
Agreements for the Construction of Real Estate
1 January 2009
IFRIC 16
Hedges of a Net Investment in a Foreign Operation
1 October 2008
IFRIC 17
Distributions of Non-cash Assets to Owners
1 July 2009
IFRIC 18
Transfers of Assets from Customers
1 July 2009
The Company has assessed the significance of these new standards, amendments to standards and new
interpretations, which will be applicable from 1 January 2009 and later years and concluded that they will have no
material financial impact.
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Société d’Exploitation des Mines d’Or de Yatela S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-146

2.
Accounting policies (continued)

2.1      Basis of preparation

The financial statements are prepared according to the historical cost accounting convention. The Company’s
accounting policies as set out below are consistent in all material respects with those applied in the previous year,
except for the adoption of the new and revised standards and interpretations mentioned above. The financial
statements are presented in US dollars.

2.2
Significant accounting judgements and estimates

Use of estimates: The preparation of the financial statements requires the Company’s management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the
reporting period. The determination of estimates requires the exercise of judgement based on various assumptions and
other factors such as historical experience, current and expected economic conditions, and in some cases actuarial
techniques. Actual results could differ from those estimates.

The more significant areas requiring the use of management estimates and assumptions relate to mineral reserves that
are the basis of future cash flow estimates and unit-of-production amortisation calculations; environmental, reclamation
and closure o bligations; estimates of recoverable gold and other materials in heap leach pads; asset impairments, write-
downs of inventory to net realisable value; post-employment, post-retirement and other employee benefit liabilities; the
accounting treatment of financial instruments and deferred taxation.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances.

As a global Company, the entity is exposed to numerous legal risks. The outcome of currently pending and future
proceedings cannot be predicted with certainty. Thus, an adverse decision in a lawsuit could result in additional costs
that are not covered, either wholly or partly, under insurance policies and that could significantly influence the business
and results of operations.

The judgements that management have applied in the application of accounting polici es, and the estimates and
assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year, are discussed below.

Carrying value of property, plant and equipment

All mining assets are amortised using the units-of-production method where the mine operating plan calls for production
from well-defined mineral reserves over proved and probable reserves.

For mobile and other equipment, the straight-line method is applied over the estimated useful life of the asset which
does not exceed the estimated mine life based on proved and probable mineral reserves as the useful lives of these
assets are considered to be limited to the life of the relevant mine.

The calculation of the units-of-production rate of amortisation could be impacted to the extent that actual production in
the future is different from current forecast production based on proved and probable mine ral reserves. This would
generally arise when there are significant changes in any of the factors or assumptions used in estimating mineral
reserves.
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Société d’Exploitation des Mines d’Or de Yatela S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-147

2.
Accounting policies (continued)

2.2
Significant accounting judgements and estimates (continued)

These factors could include:
•
changes in proved and probable mineral reserves;
•
the grade of mineral reserves may vary significantly from time to time;
•
differences between actual commodity prices and commodity price assumptions;
•
unforeseen operational issues at mine sites;
•
changes in capital, operating, mining, processing and reclamation costs, discount rates and foreign exchange
rates; and
•
changes in mineral reserves could similarly impact the useful lives of assets depreciated on a straight-line basis,
where those lives are limited to the life of the mine.

The recoverable amounts of cash-generating units and individual assets have been determined based on the higher of
value-in-use calculations and fair values less costs to sell. These calculations require the use of estimates and
assumptions. It is reasonably possible that the gold price assumption may change which may then impact the estimated
life of mine determinant and may then require a material adjustment to the carrying value of tangible assets.

The Company defers stripping costs incurred during the production stage of its open-pit operations, where this is the
most appropriate basis for matching the costs against the related economic benefits. This is generally the case where
there are fluctuations in stripping costs over the life of the mine.

In the production stage of the open-pit operations, further development of the mine requires a phase of unusually high
overburden remo val activity that is similar in nature to preproduction mine development. The costs of such unusually
high overburden removal activity are deferred and charged against reported profits in subsequent periods on a units-of-
production basis. This accounting treatment is consistent with that for stripping costs incurred during the development
phase of a mine, before production commences.

If the Company were to expense production stage stripping costs as incurred, this would result in volatility in the year to
year results from open-pit operations and excess stripping costs would be expensed at an earlier stage of a mine’s
operation.

Deferred stripping costs are included in ‘Mine development costs’, within property, plant and equipment. These form
part of the total investment in the individual asset, which is reviewed for impairment if events or a change in
circumstances indicate that the carrying value may not be recoverable. Amortisation of de ferred stripping costs is
included in operating costs.

The Company reviews and tests the carrying value of assets when events or changes in circumstances suggest that the
carrying amount may not be recoverable. Assets are grouped at the lowest level for which identifiable cash flows are
largely independent of cash flows of other assets. If there are indications that impairment may have occurred, estimates
are prepared of expected future cash flows for each group of assets. Expected future cash flows used to determine the
value in use of property, plant and equipment are inherently uncertain and could materially change over time. They are
significantly affected by a number of factors including published reserves, resources, exploration potential and
production estimates, together with economic factors such as spot and future gold prices, discount rates, foreign
currency exchange rates, estimates of costs to produce reserves and future capital expenditure.

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Société d’Exploitation des Mines d’Or de Yatela S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-148

2.
Accounting policies (continued)

2.2
Significant accounting judgements and estimates (continued)

Production start date

The Company assesses the mine construction project to determine when it moves into the production stage. The criteria
used to assess the start date are determined by the unique nature of each construction project such as the complexity
of a plant and its location. The Company considers various relevant criteria to assess when the mine is substantially
complete and ready for its intended use and moves into the production stage. Some of the criteria would include but are
not limited to the following:

•      the level of capital expenditure compared to the construction cost estimates;
•      completion of a reasonable period of testing of the mine plant and equipment;
•      ability to produce gold in saleable form (within specifications and the de minimis rule); and
•      ability to sustain ongoing production of gold.

When a mine construction project moves into the production stage, the capitalisation of certain mine construction costs
ceases and costs are either regarded as inventory or expensed, except for capitalisable costs related to mining asset
additions or improvements or reserve development.

Income taxes

The Company is subject to income tax. Significant judgement is required in determining the provision for income taxes
due to the complexity of legislation. There are many transactions and calculations for which the ultimate tax
determination is uncertain during the ordinary course of business. The Company recognises liabilities for anticipated tax
audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is
different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax
provisions in the period in which such determination is made.

The Company recognises the net future tax benefit related to deferred income tax assets to the extent that it is probable
that the deductible temporary differences will reverse in the foreseeable future. Assessing the recoverability of deferred
income tax assets requires the Company to make significant estimates related to expectations of future taxable income.
Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax
laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the
ability of the Company to realise the net deferred tax assets recorded at the balance sheet date could be impacted.

Additionally, future changes in tax laws in the jurisdictions in which the company operates could limit the ability of the
company to obtain tax deductions in future periods.

Provision for environmental rehabilitation obligations

The Company 217;s mining and exploration activities are subject to various laws and regulations governing the protection of
the environment. The Company recognises management’s best estimate for decommissioning and restoration
obligations in the period in which they are incurred. Actual costs incurred in future periods could differ materially from
the estimates. Additionally, future changes to environmental laws and regulations, life of mine estimates and discount
rates could affect the carrying amount of this provision. Such changes could similarly impact the useful lives of assets
depreciated on a straight-line-basis, where those lives are limited to the life of mine.

Stockpiles, gold in process and ore on leach pad

Costs that are incurred in or benefit the production process are accumulated as stockpiles, gold in process and ore on
leach pads. Net realisable value tests are performed at least annually and represent the estimated future sales price of
the pro duct, based on prevailing and long-term metals prices, less estimated costs to complete production and bring the
product to sale.
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Société d’Exploitation des Mines d’Or de Yatela S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-149

2.
Accounting policies (continued)

2.2
Significant accounting judgements and estimates (continued)

Stockpiles are measured by estimating the number of tonnes added and removed from the stockpile, the number of
contained gold ounces based on assay data, and the estimated recovery percentage based on the expected processing
method. Stockpile ore tonnages are verified by periodic surveys. Estimates of the recoverable gold on the leach pads
are calculated from the quantities of ore placed on the pads based on measured tons added to the leach pads, the
grade of ore placed on the leach pads based on assay data and a recovery percentage based on metallurgical testing
and ore type.

Although the quantities of recoverable metal are reconciled by comparing the grades of ore to the quantities of gold
actually recovered (metallurgical balancing), the nature of the process inherently limits the ability to precisely monitor
recoverability levels. As a result, the metallurgical balancing process is c onstantly monitored and engineering estimates
are refined based on actual results over time.

Recoverable tax, rebates, levies and duties

The Company is due refunds of input tax which remain outstanding for periods longer than those provided for in the
respective statutes.

In addition, the Company has unresolved tax disputes. If the outstanding input taxes are not received and the tax
disputes are not resolved in a manner favourable to the Company, it could have an adverse effect upon the carrying
value of these assets.

Ore Reserve estimates

Ore Reserves are estimates of the amount of product that can be economically and legally extracted from the
Company’s properties. In order to calculate Ore Reserves, estimates and assumptions are required about a range of
geological, technical and economic factors, including quantities, grades, production techniques, recovery rates,
production costs, transport costs, commodity demand, commodity prices and exchange rates.

Estimating the quantity and/or grade of Ore Reserves requires the size, shape and depth of orebodies to be determined
by analysing geological data such as the logging and assaying of drill samples. This process may require complex and
difficult geological judgements and calculations to interpret the data.

The Company determines and reports Ore Reserves in accordance with the SAMREC code.

Because the economic assumptions used to estimate Ore Reserves change from period to period, and because
additional geological data is generated during the course of operations, estimates of Ore Reserves may change from
period to period. Changes in reported Ore Reserves may affect the Company’s financial results and financial position in
a number of ways, including the following:

•      asset carrying values may be affected due to changes in estimated future cash flows;
•      amortisation charged in the income statement may change where such charges are determined by the units-of-
        production basis, or where the useful economic lives of assets change;
•      overburden removal costs recorded on the balance sheet or charged in the income statement may change due to
        changes in stripping ratios or the units-of-production basis of amortisation;
•      decommissioning site restoration and environmental provisions may change where changes in estimated Ore
        Reserves affect expectations about the timing or cost of these activities; and
•      the carrying value of deferred tax assets may change due to changes in estimates of the likely recovery of the tax
        benefits.
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Société d’Exploitation des Mines d’Or de Yatela S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-150

2.
Accounting policies (continued)
2.2
Significant accounting judgements and estimates (continued)

Exploration and evaluation expenditure

The Company’s accounting policy for exploration and evaluation expenditure results in certain items of expenditure
being capitalised for an area of interest where it is considered likely to be recoverable by future exploitation. This policy
requires management to make certain estimates and assumptions as to future events and circumstances, in particular
whether an economically viable extraction operation can be established. Any such estimates and assumptions may
change as new information becomes available. If, after having capitalised the expenditure, a judgement is made that
recovery of the expenditure is unlikely, the relevant capitalised amount will be written off to the income statement.

Development expenditure

Development activities commence after project sanctioning by the appropriate level of management. Judg ement is
applied by management in determining when a project has reached a stage at which economically recoverable reserves
exist such that development may be sanctioned. In exercising this judgement, management is required to make certain
estimates and assumptions similar to those described above for capitalised exploration and evaluation expenditure.
Any such estimates and assumptions may change as new information becomes available. If, after having started the
development activity, a judgement is made that a development asset is impaired, the appropriate amount will be written
off to the income statement.

Contingencies

By their nature, contingencies will only be resolved when one or more future events occur or fail to occur. The
assessment of such contingencies inherently involves the exercise of significant judgement and estimates of the
outcome of future events.

Litigation and other judicial proceedings as a rule raise difficult and co mplex legal issues and are subject to
uncertainties and complexities including, but not limited to, the facts and circumstances of each particular case, issues
regarding the jurisdiction in which each suit is brought and differences in applicable law. Upon resolution of any pending
legal matter, the Company may be forced to incur charges in excess of the presently established provisions and related
insurance coverage. It is possible that the financial position, results of operations or cash flows of the Company could
be materially affected by the unfavourable outcome of litigation.

2.3       Summary of significant accounting policies

Foreign currency translation

Functional currency

Items included in the financial statements are measured using the currency of the primary economic environment in
which the entity operates (the ‘functional currency’). The functional currency of United States Dollars (US$) is used as
opposed to the currency of the country in which the enterprise is domiciled, namely Franc de la Communauté
Financière d’Afrique (F CFA). The decision has been taken on the basis of US$ being the functional currency in which
the enterprise receives its revenue and majority of costs are mainly influenced by the US dollar.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the approximate exchange rates
prevailing at the dates of the transactions. Foreign exchange gains and losses resultin g from the settlement of foreign
currency transactions and from the translation at the year-end exchange rate of monetary assets and liabilities
denominated in foreign currencies are recognised in the income statement
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Société d’Exploitation des Mines d’Or de Yatela S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-151

2.
Accounting policies (continued)
2.3
Summary of significant accounting policies (continued)

Non monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated
using the exchange rate at the date of the transaction.

Property, plant and equipment

Property, plant and equipment are recorded at cost less accumulated amortisation and impairments. Cost includes pre-
production expenditure incurred during the development of a mine and the present value of related future
decommissioning costs.

Interest on borrowings relating to the financing of major capital projects under construction is capitalised during the
construction phase as part of the cost of the project. Such borrowing costs are capitalised over the period during which
the asset is being acquired or constructed and borrowings have been incurred. Capitalisation ceases when construction
is interrupted for an extended period or when the asset is substantial ly complete. Other borrowing costs are expensed
as incurred.

If there is an indication that the recoverable amount of any of the tangible assets is less than the carrying value, the
recoverable amount is estimated and an allowance is made for the impairment in value.

Subsequent costs are included in the asset’s carrying amount only when it is probable that future economic benefits
associated with the asset will flow to the Company, and the cost of the addition can be measured reliably. All other
repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

To the extent a legal or constructive obligation to a third party exists, the acquisition cost includes estimated costs of
dismantling and removing the asset and restoring the site. A change in estimated expenditures for dismantling, removal
and restoration is added to and/or deducted from the carrying value of the related asset.
To the extent that the change would result in a negative carrying amount, this effect is recognised as income. The
change in depreciation charge is recognised prospectively.

For those assets (included in mine infrastructure) not amortised on the units-of-production method amortisation of
assets is calculated to allocate the cost of each asset to its residual value over its estimated useful life as follows:

•      buildings up to life of mine;
•      plant and machinery up to life of mine;
•      equipment and motor vehicles up to five years; and
•      computer equipment up to three years.

Major renovations are depreciated over the remaining useful life of the related asset or to the date of the next major
renovation, whichever is sooner.

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.

Gains and losses on disposals are determined by comparing net sale proceeds with the carrying amount. These are
included in the income statement.

Mine development costs

Capitalised mine development costs include expenditure incurred to develop new orebodies, to define further
mineralisation in existing orebodies and, to expand the capacity of a mine. Where funds have been borrowed
specifically to finance a project, the amount of interest capitalised represents the actual borrowing costs incurred. Mine
development costs include acquired proved and probable Mineral Resources at cost at the acquisition date.
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Société d’Exploitation des Mines d’Or de Yatela S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-152

2.
Accounting policies (continued)
2.3        Summary of significant accounting policies

Amortisation of mine development costs are computed by the units-of-production method based on estimated proved
and probable mineral reserves. Proved and probable mineral reserves reflect estimated quantities of economically
recoverable reserves which can be recovered in the future from known mineral deposits. These reserves are amortised
from the date on which commercial production begins.

Stripping costs incurred in open-pit operations during the production phase to remove additional waste are charged to
operating costs on the basis of the average life of mine stripping ratio and the average life of mine costs per tonne. The
average stripping ratio is calculated as the number of tonnes of waste material expected to be removed during the life of
mine per tonne of ore mined. The average life of mine cost per tonne is calculated as the total expected costs to be
incurred to mine the orebod y, divided by the number of tonnes expected to be mined. The average life of mine stripping
ratio and the average life of mine cost per tonne are recalculated annually in the light of additional knowledge and
changes in estimates.

The cost of the excess stripping is capitalised as mine development costs when the actual mining costs exceed the sum
of the adjusted tonnes mined, being the actual ore tonnes plus the product of the actual ore tonnes multiplied by the
average life of mine stripping ratio, multiplied by the life of mine cost per tonne. When the actual mining costs are below
the sum of the adjusted tonnes mined, being the actual ore tonnes plus the product of the actual ore tonne multiplied by
the average life of mine stripping ratio, multiplied by the life of mine cost per tonnes, previously capitalised costs are
expensed to increase the cost up to the average.

The cost of stripping in any period will be reflective of the average stripping rates for t he orebody as a whole. Changes
in the life of mine stripping ratio are accounted for prospectively as a change in estimate.

Mine infrastructure

Mine plant facilities, including decommissioning assets, are amortised using the lesser of their useful life or units-of-
production method based on estimated proved and probable mineral reserves. Other tangible assets comprising
vehicles and computer equipment, are depreciated by the straight-line method over their estimated useful lives.

Exploration and Evaluation assets

All exploration costs are expensed until the directors conclude that a future economic benefit will more likely than not be
realised. In evaluating if expenditures meet this criterion to be capitalised, the directors use several different sources of
information depending on the level of exploration. While the criterion for concluding that expenditure should be
capitalised is always probable, the information that the director s use to make that determination depends on the level of
exploration.

•      Costs on greenfields sites, being those where the Company does not have any mineral deposits which are already
       being mined or developed, are expensed as incurred until the directors are able to demonstrate that future
       economic benefits are probable, which generally will be the establishment of proved and probable reserves at this
       location.

•      Costs on brownfields sites, being those adjacent to mineral deposits which are already being mined or developed,
       are expensed as incurred until the directors are able to demonstrate that future economic benefits are probable,
       which generally will be the establishment of increased proved and probable reserves after which the expenditure is
       capitalised as a mine development cost.

•      Costs relating to extensions of mineral deposits, which are already being mined or developed, including
       expenditure on the definition of mineralisation of such mineral deposits, is capitalised as a mine development cost.

Costs relating to property acquisitions are capitalised within development costs.
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Société d’Exploitation des Mines d’Or de Yatela S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-153

2.
Accounting policies (continued)
2.3       Summary of significant accounting policies

Impairment of assets

Assets that are subject to amortisation are tested for impairment whenever events or changes in circumstance indicate
that the carrying amount may not be recoverable.

An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset’s fair value, less costs to sell and value in use. For the purposes of
assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows
(cash-generating units).

Impairment calculation assumptions include life of mine plans based on prospective reserves and resources,
management’s estimate of the future gold price, based on current market price trends, foreign exchange rates, and a
pre-tax discount rate adjusted for country and project risk. It is there fore reasonably possible that changes could occur
which may affect the recoverability of tangible assets.

Leased assets

Operating lease rentals are charged against operating profits in a systematic manner related to the period the assets
concerned will be used.

Exploration and research expenditure

Pre-licence costs are recognised in profit or loss as incurred. Exploration and research expenditure is expensed in the
year in which it is incurred. These expenses include: geological and geographical costs, labour, mineral resources and
exploratory drilling costs.

Inventories

Inventories are valued at the lower of cost and net realisable value after appropriate allowances for redundant and slow
moving items. Cost is determined on the following bases:

•      gold in process is valued at the average total production cost at the relevant stage of production;
•      gold doré / bullion is valued on an average total production cost method;
•      ore stockpiles are valued at the average moving cost of mining and stockpiling the ore. Stockpiles are classified as
       a non-current asset where the stockpile exceeds current processing capacity;
•      by-products, which include uranium oxide and sulphuric acid are valued on an average total production cost
       method. By-products are classified as a non-current asset where the by-products on hand exceed current
       processing capacity;
•      mine operating supplies are valued at average cost; and
•      heap leach pad materials are measured on an average total production cost basis. The cost of materials on the
       leach pad from which gold is expected to be recovered in a period longer than 12 months is classified as a non-
       current asset.

A portion of the related amortisation charge is included in the cost of inventory.
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Société d’Exploitation des Mines d’Or de Yatela S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-154

2.
Accounting policies (continued)
2.3       Summary of significant accounting policies

Provisions

Provisions are recognised when the Company has a present obligation, whether legal or constructive, because of a past
event for which it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation. Where some or all of the expenditure
required to settle a provision is expected to be reimbursed by another party, the reimbursement is recognised only when
the reimbursement is virtually certain. The amount to be reimbursed is recognised as a separate asset. Where the
Company has a joint and several liability with one or more other parties, no provision is recognised to the extent that
those other parties are expected to settle part or all of the obligation.

Provisions are measured at the present value of management’s best estimate of the expendi ture required to settle the
obligation at the balance sheet date. The discount rate used to determine the present value reflects current market
assessments of the time value of money and the risks specific to the liability.

Litigation and administrative proceedings are evaluated on a case-by-case basis considering the information available,
including that of legal counsel, to assess potential outcomes. Where it is considered probable that an obligation will
result in an outflow of resources, a provision is recorded for the present value of the expected cash outflows if these are
reasonably measurable. These provisions cover the estimated payments to plaintiffs, court fees and the cost of potential
settlements.

A contingent liability is disclosed when the possibility of an outflow of resources embodying economic benefits is not
remote.

Employee benefits

Short-term employee benefits

The cost of all short-term employee benef its is recognised during the period in which the employee renders the related
service.

The provisions for employee entitlements to wages, salaries, and annual leave represent the amount which the
Company has a present obligation to pay as a result of employees’ services provided to the balance sheet date. The
provisions have been calculated at undiscounted amounts based on current wage and salary rates.

Long-term employee benefits

Liabilities for employee benefits which are not expected to be settled within 12 months are discounted at a pre tax rate
that reflects current market assessments of the time value of money.

The company and all employees contribute towards the Malian Government social security fund. Accordingly, on
retirement, the Malian employees are entitled to a retirement benefit from the Malian Government. Expatriate
employees are reimbursed their contributions made to the social security fund

Environmental ex penditure

The Company has long-term remediation obligations comprising decommissioning and restoration liabilities relating to
its past operations which are based on the Company's environmental management plans, in compliance with current
environmental and regulatory requirements. Provisions for non-recurring remediation costs are made when there is a
present obligation, it is probable that expenditure on remediation work will be required and the cost can be estimated
within a reasonable range of possible outcomes. The costs are based on currently available facts, technology expected
to be available at the time of the clean up, laws and regulations presently or virtually certain to be enacted and prior
experience in remediation of contaminated sites.
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Société d’Exploitation des Mines d’Or de Yatela S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-155

2.
Accounting policies (continued)
2.3       Summary of significant accounting policies
Decommissioning costs
The provision for decommissioning represents the cost that will arise from rectifying damage caused before production
commenced. Accordingly an asset is recognised and included within mine infrastructure.
Decommissioning costs are provided at the present value of the expenditures expected to settle the obligation, using
estimated cash flows based on current prices. The unwinding of the decommissioning obligation is included in the
income statement.
Estimated future costs of decommissioning obligations are reviewed regularly and adjusted as appropriate for new
circumstances or changes in law or technology. Changes in estimates are capitalised or reversed against the relevant
asset. Estimates are discounted at a pre-tax rate that reflects current market assessments of the time value of money.
Gains or losses from the expected disposal of assets are not taken into account when determining the provision.
Restoration costs
The provision for restoration represents the cost of restoring site damage after the start of production. Increases in the
provision are charged to the income statement as a cost of production.
Gross restoration costs are estimated at the present value of the expenditures expected to settle the obligation, using
estimated cash flows based on current prices. The estimates are discounted at a pre-tax rate that reflects current
market assessments of the time value of money and risks specific to the liability.

Revenue recognition

Revenue is recognised at the fair value of the consideration received or receivable to the extent that it is probable that
economic benefits will flow to the Company and revenue can be reliably measured. The following criteria must also be
present:

•      the sale of mining products is recognised when the significant risks and rewards of ownership of the products are
       transferred to the buyer;
•      interest is recognised on a time proportion basis, taking account of the principal outstanding and the effective rate
       over the period to maturity, when it is determined that such income will accrue to the Company; and
•      where a by-product is not regarded as significant, revenue is credited against cost of sales, when the significant
       risks and rewards of ownership of the products are transferred to the buyer.

Taxation

Deferred taxation is provided on all qualifying temporary differences at the balance sheet date between the tax bases of
assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax assets are only recognised to the extent that it is probable that the deductible temporary differences will
reverse in the foreseeable future and future taxable profit will be available against which the temporary difference can
be utilised.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is
no longer probable that sufficient future taxable profit will be available to allow all or part of the deferred tax asset to be
utilised.

Deferred tax assets and liabilities are measured at future anticipated tax rates, which have been enacted or
substantively enacted at the bala nce sheet date.
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Société d’Exploitation des Mines d’Or de Yatela S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-156

2.
Accounting policies (continued)
2.3       Summary of significant accounting policies

Current and deferred tax is recognised as income or expense and included in profit or loss for the period.

Current tax is measured on taxable income at the applicable statutory rate enacted or substantively enacted at the
balance sheet date.

Special items

Items of income and expense that are material and require separate disclosure, in accordance with IAS 1.86, are
classified as special items on the face of the income statement. Special items that relate to the underlying performance
of the business are classified as operating special items and include impairment charges and reversals. Special items
that do not relate to underlying business performance are classified as non-operating special items and are presented
below operating (loss) profit on the income statement.

Dividend distribution

Dividend distribution to the Company’s shareholders is recognised as a liability in the Company’s financial statements in
the period in which the dividends are declared by the board of directors of Société d’Exploitation des Mines d’Or de
Yatela S.A..
Financial instruments

Financial instruments are initially measured at fair value when the Company becomes a party to their contractual
arrangements. Transaction costs are included in the initial measurement of financial instruments, except financial
instruments classified as at fair value through profit and loss. The subsequent measurement of financial instruments is
dealt with below.

A financial asset is derecognised when the right to receive cash flows from the asset has expired or the Company has
transferred its rights to receive cash and either (a) has transferred substantially all the risks and rewards of the asset, or
(b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of
the asset.

A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires. < br>
On derecognition of a financial asset, the difference between the proceeds received or receivable and the carrying
amount of the asset is included in income.

On derecognition of a financial liability, the difference between the carrying amount of the liability extinguished or
transferred to another party and the amount paid is included in income.

Regular way purchases and sales of all financial assets and liabilities are accounted for at settlement date.

Other non-current assets

•      Loans and receivables are subsequently measured at amortised cost using the effective interest method. If there is
       evidence that loans and receivables are impaired, the carrying amount of the assets is reduced and the loss
       recognised in the income statement.
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Société d’Exploitation des Mines d’Or de Yatela S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-157

2.
Accounting policies (continued)
2.3       Summary of significant accounting policies

Trade and other receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective
interest method, less accumulated impairment. Impairment of trade and other receivables is established when there is
objective evidence as a result of a loss event that the Company will not be able to collect all amounts due according to
the original terms of the receivables. Objective evidence includes failure by the counterparty to perform in terms of
contractual arrangements and agreed terms. The amount of the impairment is the difference between the asset’s
carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate.
The impairment is recognised in the income statement.

Cash and cash equivalents

Cash and cash equivalents are defined as cash on h and, demand deposits and short-term, highly liquid investments
which are readily convertible to known amounts of cash and subject to insignificant risk of changes in value. They are
measured at cost which is deemed to be fair value as they have a short-term maturity.

Financial liabilities

Financial liabilities are subsequently measured at amortised cost, using the effective interest method.
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Société d’Exploitation des Mines d’Or de Yatela S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-158
Unaudited
2008
Unaudited
2007
2006
US$
3.
Revenue
Product sales
144,447,245       208,846,031      214,500,620
4.
Operating profit
Operating profit is arrived at after taking account of :
Cost of sales
Royalties                                                                                                                8,658,776
12,519,064
12,995,391
Amortisation of property, plant and equipment
4,916,982
9,753,803
39,381,404
Auditors’ remuneration
- Statutory audit fees
20,447
20,397
32,669
- External audit – audit fees
89,232
132,363
326,558
Contributions to Malian State social security fund
1,260,359
1,234,637
936,123
Legal fees
65,681
7,283
15,045
Operating leases
49,978,368
45,953,100
40,948,998
Management fees
1,444,473
2,088,460
2,145,006
Other contractors
4,144,090
4,805,984
3,621,338
Salaries, wages and benefits
6,566,586
6,050,571
5,175,254
Provision for obsolete consumable stores
-
(435,834)
757,951
Consumable stores
16,837,752         15,787,309       17,904,444
Inventory movement
15,576,936      (11,969,757)
(6,222,362)
Deferred stripping adjustment
(14,037,650)         16,383,073       (5,235,475)
Other cash operating expenses
1,631,020
7,332,663
3,501,246
5.
Special impairment of indirect taxes receivable and special
income (expenses) for indirect taxes payable
Assessment relating to 2005 to 2006 tax audit (note 5.1)
2,089,119      (5,972,079)
-
Provision relating to the 2007 / 2008 tax submissions (note 5.2)
(492,123)        (229,412)
-
Impairment of VAT refundable by Government of Mali (note 5.3)
-                      -
(531,017)
Impairment of indirect taxes receivable (note 5.4)
(761,228)                      -                          -
835,768     (6,201,491)            (531,017)
5.1
Assessment relating to the 2005 / 2006 tax audit
During October 2007, the Malian authorities performed a tax audit of the corporate taxation and various indirect taxes
submissions of the Company for the fiscal years 2005 to 2006. The results of the audit indicated that the Company
owed the Government of Mali F CFA 2,639 million (US$6.0 million as of December 31, 2007) of various indirect taxes
and penalties, which was communicated by way of a formal letter of assessment to the Company. The Company was
of the opinion that the tax submissions by the Company were in compliance with applicable laws and regulations.
Management however decided to make a provision for the assessment based on the uncertainty of the interpretation of
certain rules. The tax authorities confirmed the 2005/2006 audit claim in November 2008 indicating that the Company
owed the Government of Mali a reduced amount of F CF A 2.0 billion (US$3.9 million as of December 31, 2008). The
Company therefore reduced the provision raised in 2007 to the amount confirmed by the tax authorities.
5.2
Provision relating to the 2007 / 2008 tax submissions
The Company has reviewed the 2007 and 2008 tax submissions based on the interpretations applied by the tax
authorities in conducting the 2005 / 2006 audit. Management determined that there may be an under payment of
F CFA 101 million (US$0.23 million as of December 31, 2007) which was provided for in the 2007 financial results. The
Company has reviewed the tax submission for the 2007 and 2008 financial years based on the interpretations applied
by the tax authorities in confirming the 2005/2006 audit claim. An additional amount of F CFA 268 million (US$0.5
million as of December 31, 2008) was provided in the 2008 financial results.
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Société d’Exploitation des Mines d’Or de Yatela S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-159
5.3
Impairment of VAT refundable by Government of Mali
The gross amount of VAT refundable by the Government of Mali amounted to US$11.7 million at December 31, 2005.
Management estimated that only US$11.5 million was recoverable based on previous VAT audits performed by the
authorities. Accordingly, an impairment of VAT refundable of US$0.2 million was made. In 2006 an additional
impairment of VAT refundable of $0.5 million was made (Refer Note 19.2.1).
5.4
Impairment of indirect taxes receivable
The Company has entered into a second protocol with the Government of Mali whereby the Government of Mali will
enter into a loan agreement with a local bank to finance the refund of the audited VAT and refundable tax on fuel in
arrears. In terms of the second protocol the Company has agreed to allow a deduction from the arrears of an amount to
pay the discount on behalf of the Government, which represents the costs related to the loan financing. The Company
has therefore impaired the VAT refundable balance by an amount of F CFA 259 million (US$0.55 million as of
December 31, 2008) and the refundable tax on fuel balance by an amount of F CFA 100 million (US$0.21 million as of
December 31, 2008) to account for this cost. This expense, together with the cumulative present value adjustments
recorded in previous periods, represents the full cost of the disc ount that the Company has agreed to (Note 19.2.1 and
19.2.2).
Unaudited
2008
Unaudited
2007
2006
US$
6.
Taxation
All pre-tax income and income tax expense is related to operations in Mali.
Current tax expense
9,672,064
40,597,288
13,282,867
Deferred tax
6,851,553
(9,273,900)         (744,287)
16,523,617
31,323,388
12,538,580
A reconciliation of the statutory tax rate to that charged in the income statement is set out in the following table:
%
%
%
Statutory tax rate in Mali
35.0
35.0
35.0
Disallowable expenses:
(0.3)
3.1
0.1
-
Net foreign exchange loss / (profit)
1.0
0.6
(0.1)
-
Special impairment of indirect taxes receivable and special
expenses for indirect taxes payable
(1.3)
2.5
0.2
Effect of tax holiday
-
-
(21.7)
Translation loss (gain) on current and deferred tax
4.6
(3.1)                   (0.2)
(Over) under provision prior year
(0.2)
0.4
-
Effective tax rate
39.1
35.4
13.2
Mine
development
costs
US$
Work in
progress
US$
Mine
infrastructure
US$
Total
US$
7.
Property, plant and equipment at December 31, 2008
Cost
Balance at January 1, 2008
69,148,261
3,358,871
92,653,081
165,160,213
Additions                                                                                           1,870,026
1,843,652
836,326
4,550,004
Disposals -
-
(888)
(888)
Transfers & other movements
12,482,382         (5,113,227)
9,843,041         17,212,196
Balance at December 31, 2008
83,500,669
89,296
103,331,560
186,921,525
Accumulated amortisation
Balance at January 1, 2008
59,083,350
-
82,509,512
141,592,862
Amortisation for the year
964,385                    -
3,952,597
4,916,982
Disposals -
-
(888)
(888)
Balance at December 31, 2008
60,047,735
-
86,461,221
146,508,956
Carrying amount at December 31, 2008 (unaudited)
23,452,934
89,296
16,870,339
40,412,569
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Société d’Exploitation des Mines d’Or de Yatela S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-160
Mine
development
costs
US$
Work in
progress
US$
Mine
infrastructure
US$
Total
US$
Balance at January 1, 2007
84,278,860
1,217,320
87,132,975
172,629,155
Additions                                                                                           1,632,596
2,141,551
1,566,621
5,340,768
Transfers and other movements
(16,763,195)
-
3,953,485
(12,809,710)
Balance at December 31, 2007
69,148,261
3,358,871
92,653,081
165,160,213
Accumulated amortization
Balance at January 1, 2007
56,644,375
-
75,194,684
131,839,059
Amortisation for the year
2,438,975
-
7,314,828
9,753,803
Balance at December 31, 2007
59,083,350
82,509,512
141,592,862
Carrying amount at December 31, 2007 (unaudited)
10,064,911
3,358,871
10,143,569
23,567,351

Included within the net book value of Mine Development costs is US$21.3 million (2007: US$7.3 million) of capitalised
stripping costs.

Transfers and other movements comprise amounts from changes in estimates of decommissioning assets, deferred
stripping movements and asset reclassifications.
Unaudited
2008
Unaudited
2007
US$
8.
Inventories
Ore stockpiles
2,307,327                  16,468,547
Gold-in-process
15,543,507                  16,959,228
Consumable stores
5,224,638                    5,075,421
Consumable stores
5,546,755                    5,397,538
Less: adjustment for obsolete and slow-moving items
(322,117)                    (322,117)
Total inventories
23,075,472                   38,503,196
9.
Trade and other receivables
Related party receivables
- Société d’Exploitation des Mines d’Or de Morila S.A.
2,919
-
- Rand Refinery
4,044,733
3,731,848
4,047,652
3,731,848
Vat refundable by Government of Mali (note 19.2.1)
19,943,266
27,678,710
Prepaid expenses
1,986,360
84,997
Refundable tax on fuel by Government of Mali (note 19.2.2)
2,026,959
2,381,884
Other
1,912,457
1,731,050
Total current and non-current trade and other receivables
29,916,694
35,608,489
Less: non-current portion of amounts refundable by Government of Mali
-
19,267,402
Less: non-current prepayment to mining contractor
625,000
-
Total current trade and other receivables
29,291,694
16,341,087
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Société d’Exploitation des Mines d’Or de Yatela S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-161
Unaudited
2008
Unaudited
2007
US$
10.
Deferred taxation
The deferred taxation asset / (liability) relating to temporary differences is made up as follows:
- Property, plant and equipment
(7,200,099)
92,451
- Non-current provisions
8,868,343
7,413,120
- Inventory
112,741
112,741
- Present value adjustment on indirect taxes receivable
1,339,174
1,072,745
- Current accruals
227,571
1,508,226
3,347,730
10,199,283
The movement on the net deferred tax asset is as follows:
Balance at beginning of year
10,199,283
925,383
Deferred tax (expense) income
(6,851,553)
9,273,900
Balance at end of year
3,347,730
10,199,283
11.
Cash and cash equivalent
Malian bank balances
2,104,815
4,480,356
London and New York bank balances
21,759,243
22,476,145
Petty cash
6,671
14,282
23,870,729
26,970,783
12.
Provisions
Environmental rehabilitation obligation
Balance at beginning of year
21,180,344
14,506,491
Unwinding of obligation
804,853
725,324
Change in estimate
3,735,058
6,949,556
Utilised during the year
(382,132)
(1,001,027)
Balance at end of year
25,338,123
21,180,344
Assumptions applicable to environmental rehabilitation obligation
Estimated gross future environmental rehabilitation costs
US$27.0 million
US$25.0 million
Discount rate
2.5%
3.8%
Inflation rate
1.00%
2.30%
Average cash flow period
8 years
8 years

The average cash flow period is based on the current estimate of the time necessary to fulfil all obligations, which is
subject to revision annually. The estimated gross future costs are based on management's best estimates at
December 31, 2008, and are also subject to revision annually. The change in estimate arises due to the change in the
assumption of the discount rate applicable and a change in the estimate of the gross future costs.

Malian Government social security fund

The Company and all employees contribute to the Malian Government social security fund. On retirement, the Malian
employees are entitled to a retirement benefit from the fund. The fund reimburses expatriate employees only their own
contributions made to the fund. Accordingly, there is no obligation for defined employee benefits. The Company's
contributions to the Malian Government social security fund a re disclosed in note 4.
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Société d’Exploitation des Mines d’Or de Yatela S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-162
Unaudited
2008
Unaudited
2007
US$
13.
Trade and other payables
Related party payables
- AngloGold Ashanti Limited
37,654
771,625
- AngloGold Ashanti Mali S.A.
215,554
364,612
- Société d’Exploitation des Mines d’Or de Sadiola S.A.
981,400
493,053
1,234,608
1,629,290
Accruals
7,995,330
15,296,481
Trade and other payables
7,784,067
7,590,161
17,014,005
24,515,932
Unaudited
2008
Unaudited
2007                 2006
US$
14.
Dividends paid
Amount outstanding at beginning of year
-
-
-
Dividends declared during the year
-         80,000,000        51,000,000
Less: amount outstanding at end of year
-
-
-
Dividends
paid
-         80,000,000        51,000,000
15.
Income tax paid
Amount payable at beginning of year
33,165,682
13,320,163                         -
Current tax expense (note 6)
9,672,064
40,597,288         13,282,867
Translation difference
143,002
(822,626)             489,759
Amount receivable (payable) at end of year
4,088,457
(33,165,682)      (13,320,163)
Income tax paid
47,069,205
19,929,143              452,463
16.
Contractual commitments and contingencies
16.1   Operating leases
At December 31, 2008, the Company was committed to making the following minimum payments in respect of operating
leases for amongst other, hire of plant and equipment.
Unaudited
2008
Unaudited
2007
US$
Expiry within:
- One year
1,680,101                    2,833,047
These balances are calculated based on the minimum rentals due in terms of the contract up to and including the expiry
date (July 2010) or minimum notice period (90 days), whichever is the lesser. The contract does not provide for
guaranteed escalations. The Company has no other restrictions on any of its leasing arrangements.
16.2     Capital commitments
Contracted for
664,140
3,738,345
Not contracted for
667,012
2,522,480
Total authorised by the directors
1,331,152
6,260,825
The proposed capital expenditure for mine infrastructure will be financed from cash resources generated by operating
activities of the Company.
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Société d’Exploitation des Mines d’Or de Yatela S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-163
16.
Contractual commitments and contingencies (continued)
16.3    The Company is subject to and pays taxes in Mali. Some of these taxes are defined by contractual agreements with the
local government, but others are defined by the general corporate tax laws of the country. The Company has historically
filed, and continues to file, all required tax returns and to pay the taxes reasonably determined to be due. The tax rules
in Mali are complex and subject to interpretation. From time to time the Company is subject to a review of its historic tax
filings and in connection with such reviews, disputes can arise with the taxing authorities over the interpretation or
application of certain rules to the Company’s business conducted in Mali. Management believes based on information
currently to hand that no such tax contingencies exist, and as assessments are completed, the Company will make
appropriate adjustments to those estimates used in determining amounts due. The ultimate outcome cannot be
presently determined.
Unaudited
2008
Unaudited
2007
Held by:
Number of
outstanding
stock in
issue
US$
17.
Ordinary stock
Authorised and issued: ordinary par value stock with a nominal value of F CFA 10 000 (US$14.513) each.
Sadiola Exploration Ltd
794
11,523
11,523
C Rampa-Luhembwe
1
14.5
14.5
J McCombe
1                   14.5
14.5
M Diallo
1                   14.5
14.5
L Phillips
1                   14.5
14.5
DH Diering
1                   14.5
14.5
K Addo-Kufuor
1
14.5
14.5
Government of the Republic of Mali
200
2,903
2,903
1,000               14,513
14,513
18.
Related parties
18.1    Identity of related parties
The stockholders of the Company are disclosed in note 17. Entities within the AngloGold Ashanti group and with which
the Company has transacted, are listed in note 18.2. The directors of the Company are listed below:

NF Nicolau (Chairman) (South African)
(resigned January 14, 2008)
C Rampa-Luhembwe (Chairman) (Congolese)
(appointed April 23, 2008)
J McCombe (Canadian)
M Diallo (Malian)
FRL Neethling (South African)                                                     (resigned February 29, 2008)
AW Mbugua (Kenyan)
(resigned April 23, 2008)
S Malé (Malian)
W Diawara (Malian)
LE Philips (Canadian)
DH Diering (South African)
(appointed April 23, 2008; resigned October 24, 2008)
K Addo-Kufuor (Ghanaian)
(appointed April 23, 2008)
AE Coetzee (South African)
(appointed October 24, 2008)
FM Thiam (Malian)
(appointed June 20, 2008)
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Société d’Exploitation des Mines d’Or de Yatela S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-164

18.
Related parties (continued)
18.2 Material related party transactions
Transactions
with related
parties
Net amounts
due by/
(owed to)
related parties
(notes 9 & 14)
Transactions
with related
parties
Net amounts
due by/
(owed to)
related parties
(notes 9 & 14)
Transactions
with related
parties
Net amounts
due by/
(owed to)
related
parties
Unaudited 2008
Unaudited 2007
2006
US$
AngloGold Ashanti Mali S.A
1,892,534
(215,554)
2,892,386
(364,612)
3,447,035
(446,404)
Société des Mines de Morila S.A (Morila)
(1,345)
2,919
2,327
-
1,673
-
Société d’Exploitation des Mines d’Or de
Sadiola S.A. (Sadiola)
3, 383,480
(981,400)
2,619,552
(493,053)
2,865,379
(381,436)
Société Ashanti Goldfields de Guinée
(Siguiri)                                                                                              14,000                                    -                                -                                        -                              -                                    -
AngloGold Ashanti Limited
902,722
37,654
2,981,852
(771,625)
1,089,223
(222,632)
Rand Refinery Limited
(144,447,245)
4,044,733
(208,846,031)
3,731,848
(214,136,050)
3,926,803
Sadiola Exploration Limited
-
-
-
-
1,111,147
-
Key management personnel remuneration
652,331
-
863,863
-
674,485
-
-      Salary
593,545
-
774,434
-
619,860
-
-      Performance related payments
28,824
-
58,059
-
16,995
-
-
Pension Scheme Contributions
6,544
-
18,676
-
26,158
-
-       Other Benefits
23,418
-
12,694
-
11,472
-

AngloGold Ashanti Mali S.A. is a service organisation within the AngloGold Ashanti group and, accordingly, provides
management services to the Company. Included in transactions with AngloGold Ashanti Mali S.A. are management fees
paid by the Company of US$1,444,473 (2007: US$2,088,460) (2006: US$2,145,006) (refer note 4). Morila and Sadiola
are fellow subsidiaries to the Company, also located in Mali. Yatela shares certain employees with Sadiola, as well as
the elution and smelting of the gold production process. The Company incurs only ad hoc transactions with Morila.

The Company has entered into contractual agreements with AngloGold Ashanti Limited for the provision of purchasing
services of goods and materials originating in South Africa. Included in transactions with AngloGold Ashanti Limited are
purchases by the Company of US$902,722 (2007: US$2,981,852) (2006: US$1,089,223).

R and Refinery Limited is a subsidiary Company within the AngloGold Ashanti group. The Company has entered into
contractual agreements with Rand Refinery Limited for the provision of all services required for the collection, transport,
refining and purchase of the doré bars produced by the Company. Included in transactions with Rand Refinery Limited
are sales by the Company of US$144.4 million (2007: US$208.8 million) (2006: US$214.1 million) and purchases by the
Company of US$0.4 million (2007: US$0.4 million) (2006: US$0.4 million).
19.
Risk management activities

In the normal course of its operations, the Company is exposed to gold price, other commodity price, foreign exchange,
interest rate, liquidity, price and credit risks. In order to manage these risks, the Company may enter into transactions
which make use of both on- and off-balance sheet derivatives. The Company does not acquire, hold or issue derivatives
for trading purposes. The Company has access via its shareholders to a developed comprehensive risk management
process to facilitate, control and monitor these risks.

The financial risk management objectives of the Company are defined as follows:

•      safeguarding the Company’s core earnings stream from its major assets through the effective control and
       management of gold price risk, other commodity risk, foreign exchange risk and interest rate risk;
•      effective and efficient usage of credit facilities in both the short and long term through the adoption of reliable
       liquidity management planning and procedures;
•      ensuring that investment and hedging transactions are undertaken with creditworthy counterparts; and
•      that all contracts and agreements related to risk management activities are coordinated and consistent
       throughout the Company and that they comply where necessary with all relevant regulatory and statutory
       requirements.
background image
Société d’Exploitation des Mines d’Or de Yatela S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-165
19.
Risk management activities (continued)
19.1    Gold price risk
Gold price risk arises from the risk of an adverse effect on current or future earnings resulting from fluctuations in the
price of gold. The Company does not hedge against the effects of fluctuations in the gold price.
19.2    Credit Risk
Credit risk arises from the risk that a counter party may default or not meet its obligations in a timely manner.

The Company does not obtain collateral or other security to support financial instruments subject to credit risk, but
monitors the credit standing of counter parties. Although the Company sells gold to only one counter party, the
Company does not believe that this concentration of credit results in significant credit risk as the majority of proceeds
are received within two working days of the gold leaving the mine. There is however a concentration of credit risk with
respect to various taxes receivable from the Malian State. These taxes and the measures taken to ensure recoverability
thereof are discussed in note 5, note 9 and below.

Ageing and impairment of financial assets

The following age analysis provides information regarding the credit quality of assets which expose the Company to
credit risk :
2008
2005
2006
2007                 2008
2008
Total
US$
VAT and Fuel tax receivable
1,680
3,190
9,923
7,177
21,970
2007
2005
2006                 2007
2007
Total
US$
VAT and Fuel tax receivable
7,940
10,969
11,151
30,060
19.2.1 Vulnerability from concentrations of VAT refundable by the Government of Mali
Gross value added taxes receivable from the Government of Mali amounts to US$23.3 million at 31 December 2008
(2007: US$30.6 million). VAT is refundable from the government in F CFA. The last audited VAT return was for the
period ended June 30, 2008 and at December 31, 2008 US$20.8 million (2007: US$21.5 million) is still outstanding and
US$2.5 million (2007: US$9.1 million) is still subject to audit. The accounting processes for the unaudited amount are in
accordance with the processes advised by the Government of Mali in terms of the previous audits. The Government of
Mali is a shareholder in the Company and concluded a first protocol agreement with the Company for reimbursement of
outstanding VAT July 5, 2006. All provisions of the first protocol were fulfilled as at December 2008. Certain amounts at
the end of 2007 were expected to be received after 12 months of the balance sheet date and were classified as non-
current accordingly. The amounts provided for in 2007 were discounted to their present value at a rate of 6.5% per
annum. The Company has entered into a second protocol with the Government of Mali whereby the Government of Mali
will enter into a loan agreement with a local bank to finance the payment of the audited amounts in arrears. In terms of
the second protocol the Company has agreed to allow a deduction from the arrears of an amount to pay the discount on
behalf of the Government, which represents the costs related to the loan financing. The amounts provided in 2008 have
been determined with reference to the amount of the deduction proposed in the second protocol. The cumulative
present value and impairment adjustments made against the gross VAT receivable amounts to US$3.4m
(2007: US$2.8m). As all Amounts receivable will be received in terms of the second protocol during 2009 all amounts
outstanding at the balance sheet date have been classified as current.
background image
Société d’Exploitation des Mines d’Or de Yatela S.A.
Notes to the financial statements
For the years ended December 31, 2006, 2007 and 2008
F-166
19.
Risk management activities (continued)
19.2.2 Vulnerability from concentrations of refundable tax on fuel by the Government of Mali
Gross fuel duties receivable from the Government of Mali amounts to US$2.5 million at 31 December 2008
(2007: US$2.6 million). Fuel duties are paid on receipt of the fuel supply and are refundable in F CFA, requiring the
claim to be submitted before January 31 of the following year, and are subject to authorisation by firstly the Department
of Mining and secondly the Custom and Excise authorities. The Customs and Excise authorities have not approved any
payments for 2008 and 2007, US$2.5 million (2007: US$2.6 million) is still subject to authorisation. The accounting
processes for the unauthorised amount are in accordance with the processes advised by the Government of Mali in
terms of the previous authorisations. With effect from February 2006, fuel duties are no longer payable to the
Government of Mali. The Government of Mali is a shareholder in the Company and concluded a first protocol
a greement with the Company for reimbursement of outstanding fuel duties on July 5, 2006. All provisions of the first
protocol were fulfilled as at December 2008. Certain amounts at the end of 2007 were expected to be received after
12 months of the balance sheet date and were classified as non-current accordingly. The amounts provided for in 2007
were discounted to their present value at a rate of 6.5% per annum. The Company has entered into a second protocol
with the Government of Mali whereby the Government of Mali will enter into a loan agreement with a local bank to
finance the payment of the amounts in arrears. In terms of the second protocol the Company has agreed to allow a
deduction from the arrears of an amount to pay the discount on behalf of the Government, which represents the costs
related to the loan financing. The amounts provided in 2008 have been determined with reference to the amount of the
deduction proposed in the second protocol. The cumulative present value and impairment adjustments made against
the gross fuel tax receivable amounts to US$0.45m (2007: US$0.24m). As all amounts receivable will be received in
terms of the second protocol during 2009, all amounts outstanding at the balance sheet date have been classified as
current.
19.3    Currency risk
Since the functional currency of the Company is US Dollars, currency risk is incurred primarily as a result of purchases
made in other currencies, such as the Euro, South African Rand and the Franc de la Communauté Financière d’Afrique
(F CFA). The Company does not use derivatives to hedge foreign currency transactions.

As the Company does not enter into financial instruments for trading purposes, the risks inherent to financial
instruments are always offset by the underlying risk being hedged. The Company further manages such risks by
ensuring that when decisions are made to utilise hedging the level of hedge cover will not exceed expected
requirements in future periods, that the tenor of instruments will not exceed the life of mine and that no basis risk exist.

Management is of the opinion that the exposure to foreign currency fluctuations will not have a significant impact on
equity or profit and loss.
19.4    Fair values of financial instruments
The estimated fair values of financial instruments are determined at discrete points in time based on relevant market
information. These estimates involve uncertainties and cannot be determined with precision. The estimated fair values
of the Company’s current financial instruments as at December 31, 2008 approximates the carrying amount of such
financial instruments as reflected in the balance sheet.
20.
Capital management
The primary objective of managing the Company’s capital is to ensure that there is sufficient capital available to support
the funding requirements of the Company, including capital expenditure, in a way that optimises the cost of capital,
maximises shareholders’ returns and ensures that the Company remains in a sound financial position. There were no
changes to the Company’s overall capital management approach during the current year. The Company manages and
makes adjustments to the capital structure as and when funding is required. This may take the form of raising
shareholder or bank debt or hybrids thereof.



background image


SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and
authorized the undersigned to sign this annual report on its behalf.








ANGLOGOLD ASHANTI LIMITED
/s/ Srinivasan Venkatakrishnan
Name: Srinivasan Venkatakrishnan
Title:
Chief Financial Officer
Date:
May 4, 2009





EX-99 2 ex19.htm exv10w1
 

Exhibit 19.4.1.6
Sale and Purchase Agreement
Boddington Gold Mine Joint Venture
Sale of AngloGold’s BGM Interest
AngloGold Ashanti Australia Limited
ABN 42 008 737 424
AngloGold Ashanti Limited
ARBN 090 101 170
Saddleback Investments Pty Ltd
ACN 134 978 224
Newmont Boddington Pty Ltd
ABN 32 062 936 547
Newmont Mining Corporation
ARBN 099 065 997
Newmont Australia Limited
ABN 86 009 295 765
BGM Management Company Pty Ltd
ABN 45 101 199 731

 

 

CONTENTS
         
1. INTERPRETATION
     2  
 
        
1.1 Definitions
     2  
1.2 Rules for interpreting this agreement
     11  
1.3 Business Days
     12  
 
        
2. AGREEMENT TO SELL AND BUY SALE INTEREST
     12  
 
        
2.1 Sale and purchase
     12  
2.2 Payment of Purchase Price
     12  
2.3 Consent and waiver
     12  
2.4 NMC acknowledgment
     12  
 
        
3. CONDITIONS PRECEDENT TO COMPLETION
     13  
 
        
3.1 Conditions
     13  
3.2 Further assurances
     15  
3.3 Waiver of conditions precedent
     16  
3.4 Non-satisfaction of condition precedent
     17  
 
        
4. OBLIGATIONS BEFORE COMPLETION
     17  
 
        
4.1 General
     17  
4.2 Exercise of rights
     18  
 
        
5. NET PROJECT COSTS
     18  
 
        
6. COMPLETION
     18  
   
6.1 Time and place
     18  
6.2 Effect of Completion
     19  
6.3 Vendor’s obligations
     19  
6.4 Purchaser’s obligations
     21  
6.5 Obligations interdependent
     22  
6.6 Property in assets
     22  
6.7 Newmont Boddington and Manager undertaking
     22  
 
        
7. POST-COMPLETION MATTERS
     22  
 
        
7.1 Vendor’s obligations
     22  
7.2 Purchaser’s obligations
     22  
7.3 Caveat over land and Tenements
     23  
7.4 Maintenance and access to Records
     23  
7.5 Post Completion Amount
     23  
 
        
8. RECORDS
     26  
 
        
 i

 

 

         
9. LIABILITIES
     27  
 
        
9.1 Purchaser Liabilities
     27  
9.2 Indemnity in respect of Assumed Liabilities
     27  
9.3 Vendor release
     27  
9.4 Purchaser Affiliate release
     28  
9.5 Limitation on releases and Assumed Liabilities
     28  
9.6 Claims procedure – Assumed Liabilities
     28  
9.7 No liability for consequential loss
     29  
 
        
10. ACQUISITION CONDITIONS
     29  
 
        
11. ASSIGNMENT OF CONTRACTS
     30  
 
        
11.1 Identifying Contracts
     30  
11.2 Assignment and assumption of Vendor’s interests in the Contracts
     30  
11.3 Contracts
     30  
11.4 Notice to other parties
     30  
11.5 Further action by Vendor
     30  
11.6 Procure other parties
     31  
11.7 Benefit of Contracts
     31  
 
        
12. PERFORMANCE BONDS, GUARANTEES AND APPLICATIONS
     32  
 
        
12.1 Performance Bonds
     32  
12.2 Vendor Group Guarantees
     32  
12.3 Applications
     33  
 
        
13. WARRANTIES
     34  
 
        
13.1 Vendor Warranties
     34  
13.2 Continuing warranties
     36  
13.3 Limitation on representations
     37  
13.4 Purchaser’s and Purchaser Affiliates’ warranties
     37  
13.5 NMC – financing condition
     39  
13.6 Claims for breach of warranty
     39  
13.7 Information affecting warranties
     42  
 
        
14. PAYMENTS
     42  
 
        
14.1 How payments must be made
     42  
14.2 Interest on amounts due
     42  
 
        
15. DEFAULT
     43  
 
        
15.1 Parties’ right to terminate for breach
     43  
15.2 Parties may elect to complete
     43  
 
        
16. GOODS AND SERVICES TAX
     43  
 
        
16.1 Interpretation
     43  
 
        
 ii

 

 

         
16.2 Going concern
     44  
16.3 Party is member of GST group
     44  
16.4 GST exclusive amounts
     44  
16.5 Payment of GST
     45  
16.6 Reimbursements
     45  
16.7 Indemnities
     45  
 
        
17. MATERIAL ADVERSE EFFECT
     45  
 
        
18. COSTS AND STAMP DUTY
     46  
 
        
18.1 Costs and Taxes generally
     46  
18.2 Stamp duty and registration fees
     46  
 
        
19. NOTICES
     46  
 
        
19.1 Method of giving notices
     46  
19.2 Time of receipt
     46  
19.3 Address of parties
     47  
 
        
20. NMC AND NAL GUARANTEES
     47  
 
        
20.1 NMC
     47  
20.2 NAL
     49  
 
        
21. GENERAL
     50  
 
        
21.1 Consents
     50  
21.2 No merger
     50  
21.3 Waiver
     50  
21.4 Confidentiality
     50  
21.5 Amendment
     51  
21.6 No assignment
     51  
21.7 Severability
     51  
21.8 Counterparts
     51  
21.9 Further assurances
     51  
21.10 No amendment of Project Agreements
     51  
21.11 Entire agreement
     52  
21.12 Attorneys
     52  
 
        
22. LAW AND JURISDICTION
     52  
 
        
22.1 Governing law
     52  
22.2 Submission to jurisdiction
     52  

iii

 

SALE AND PURCHASE AGREEMENT
DATE 27 January 2009
PARTIES
AngloGold Ashanti Australia Limited
ABN 42 008 737 424
of Level 13, St Martin’s Tower, 44 St Georges Terrace, Perth WA 6000
(Vendor)
AngloGold Ashanti Limited
ARBN 090 101 170
of 76 Jeppe Street, Newtown
Johannesburg, South Africa
(AngloGold Ashanti)
Saddleback Investments Pty Ltd
ACN 134 978 224
of Level 1, 388 Hay Street, Subiaco WA 6008
(Purchaser)
Newmont Boddington Pty Ltd
ABN 32 062 936 547
of Level 1, 388 Hay Street, Subiaco WA 6008
(Newmont Boddington)
Newmont Mining Corporation
ARBN 099 065 997
of 6363 South Fiddler’s Green Circle
Greenwood Village, Colorado, 80111 USA
(NMC)
Newmont Australia Limited
ABN 86 009 295 765
of Level 1, 388 Hay Street, Subiaco WA 6008
(NAL)
BGM Management Company Pty Ltd
ABN 45 101 199 731
of Level 1, 388 Hay Street, Subiaco WA 6008
(Manager)
RECITALS
A.   Under the Joint Venture Agreement, the current Joint Venturers and the corresponding Proportionate Shares of their BGM Interests are as follows:
         
 
  Vendor   33 and 3/9%; and
 
        
 
  Newmont Boddington   66 and 6/9%.

 

 

B.   The Vendor has agreed to sell and the Purchaser has agreed to purchase the Sale Interest on the terms and conditions set out in this agreement.
OPERATIVE PROVISIONS
1.   INTERPRETATION
 
1.1   Definitions
 
    In this agreement, the following definitions apply unless the context requires otherwise.
2008 Cash Call Deficit means US$8,000,000.
    ACCC means the Australian Competition and Consumer Commission.
 
    AGA 2007 Credit Facility means the Syndicated Loan Facility Agreement dated 13 December 2007 among AngloGold Ashanti Holdings plc, AngloGold Ashanti USA Incorporated, the Vendor, AngloGold Ashanti, various lenders and Dresdner Bank AG, Nierderlassung Luxembourg as facility agent.
 
    AGA 2008 Credit Facility means the Syndicated Loan Facility Agreement dated 20 November 2008 among AngloGold Ashanti Holdings plc, AngloGold Ashanti, AngloGold Ashanti USA Incorporated, the Vendor and Standard Chartered Bank.
 
    AGA Credit Facilities means the AGA 2007 Credit Facility and the AGA 2008 Credit Facility, collectively.
 
    Applications means applications for the Tenements that are not granted as at the date of this agreement or as at Completion.
 
    ASIC means the Australian Securities and Investments Commission.
 
    Assumed Liabilities means all Liabilities and obligations of the Vendor in its capacity as a Joint Venturer (other than income tax for which the Vendor is liable) whether arising, or relating to the period, before, on or after the date of this agreement including all such Liabilities relating to or arising out of the Sale Interest, any Contract, Tenement (including in connection with the registered ownership of any mining tenements including mining leases M70/21-25 (inclusive)) or other Joint Venture Asset, except as expressly set out in clause 9.5.
 
    Authorisation means:
  (a)   an authorisation, consent, declaration, exemption, notarisation or waiver, however it is described; and
 
  (b)   in relation to anything that could be prohibited or restricted by law if a Government Agency acts in any way within a specified period, the expiry of that period without that action being taken.
    Bankruptcy Event means, with respect to the affected party:

2.

 

  (a)   the entry of an order for relief or declaration of bankruptcy under the Bankruptcy Code;
 
  (b)   the filing by such party of a petition in bankruptcy or a petition for relief under the Bankruptcy Code or any other applicable federal or state bankruptcy or insolvency statute or any similar law;
 
  (c)   the expiration of sixty (60) days after the filing of an involuntary petition under the Bankruptcy Code or an involuntary petition seeking liquidation, reorganisation, arrangement or readjustment of such party’s debts under any other federal or state insolvency law, unless that petition is vacated, set aside or stayed within the sixty (60) day period; or
 
  (d)   an application by such party for the appointment of a receiver for the assets of such party.
    Bankruptcy Code means the U.S. Bankruptcy Code of 1978.
 
    BBAW means BHP Billiton Aluminium (Worsley) Pty Ltd (ABN 33 088 336 921).
 
    BGM Interest means, in relation to a Joint Venturer:
  (a)   that Joint Venturer’s interest as tenant in common in the Joint Venture Assets; and
 
  (b)   the rights (subject to the obligations attaching thereto) under the Project Agreements and all other agreements relating specifically to, or to the interest of, that Joint Venturer in the BGM Project,
    excluding, for the avoidance of doubt, the benefit and burden of the Product Sales Documents.
 
    BGM Management Agreement means the Restated BGM Management Agreement dated 17 November 2006 between Newmont Boddington, the Vendor and the Manager.
 
    BGM Project has the meaning given in the Joint Venture Agreement.
 
    Blackout Period has the meaning given in schedule 5.
 
    Bridge Loan Facility has the meaning given in clause 3.1(e).
 
    Business Day means a day that is not a Saturday, Sunday or public holiday in Perth, Western Australia.
 
    Called Sum has the meaning given in the Joint Venture Agreement.
 
    Cash Completion Amount means the amount of US$750,000,000 (seven hundred fifty million United States dollars).
 
    Claim means, in relation to any person, a claim, action, proceeding, judgment, damage, loss, costs, expense or liability incurred by or to or made or recovered by or against the person, however arising and whether present, unascertained, immediate, future or contingent.

3.

 

    Claimant has the meaning given in clause 13.6(e).
 
    Commitment Letter means the final and executed commitment letter in respect of the Bridge Loan Facility dated 25 January 2009 between NMC and Newmont USA Limited (on the one hand) and JPMorgan Chase Bank, N.A., J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Bank of Montreal, BMO Capital Markets (on the other) including the term sheet attached thereto, certified by an officer of NMC to be a true copy.
 
    Completion means completion of the transactions contemplated by this agreement in accordance with clause 6.
 
    Completion Date means 5 Business Days after the date of satisfaction or, if permissible, waiver, of the conditions in clause 3.1 (other than the condition in clause 3.1(e)(ii)), or such other date as is agreed by the parties in writing.
 
    Confidential Information means any information that relates to the Sale Interest, the Joint Venture or any of the Joint Venture Assets in the possession or under the control of the Vendor or a Vendor Affiliate.
 
    Contracts means any document, agreement, understanding or arrangement, excluding the Project Agreements, to or by which the Vendor is bound and is a party (either as a signatory with the other Joint Venturers, as authorised agent for the Joint Venture, or through the agency of the Manager) and which forms part of or affects or relates to the Joint Venture or the Sale Interest at Completion.
 
    Controller means, in relation to a person’s property:
  (a)   a receiver or receiver and manager of that property; or
 
  (b)   anyone else who (whether or not as agent for the person) is in possession, or has control, of that property to enforce an Encumbrance.
    Corporations Act means the Corporations Act 2001 (Cth).
 
    Deed of Assignment and Assumption (Other Contracts) means a deed of assignment and assumption in the form of the document set out in schedule 15.
 
    Deed of Assignment and Assumption Product Sales Documents means a deed in the form of the document set out in schedule 12.
 
    Deed of Covenant and Release – Sotico Agreements means a deed in the form of the document set out in schedule 10 or any other form required by the third parties which are counterparties to that deed.
 
    Deed of Covenant and Release Hedges Gold Mine Sale and Purchase Agreement means a deed in the form of the document set out in schedule 9 or any other form required by the third parties which are counterparties to that deed.
 
    Deed of Covenant Worsley Transfer Agreement & Letter Agreement means a deed in the form of the document set out in schedule 11.

4.

 

    Deed of Release (AGAA Boddington Gold Mine Deed of Cross Charge) means a deed in the form of the document set out in schedule 7.
 
    Deeds of Sublease means:
  (a)   the deed entitled “Deed of Sublease” between BBAW and the Vendor dated 28 February 2007, granting a non-bauxite sublease in relation to a 30% registered interest in mining leases M70/21-25 (inclusive); and
 
  (b)   the deed entitled “Deed of Sublease” between JAA and the Vendor dated 28 February 2007, granting a non-bauxite sublease in relation to a 31/3% registered interest in mining leases M70/21-25 (inclusive).
    Defaulting Party has the meaning given in clause 15.1.
 
    Department means the Western Australian Department of Mines and Petroleum.
 
    Designated Affiliate has the meaning given in clause 7.5(a)(ii).
 
    Disponee’s Deed of Covenant (BBAW Sublease) means a disponee’s deed of covenant in the form set out in schedule 3 or any other form required by the third party which is a counterparty to that deed.
 
    Disponee’s Deed of Covenant (JAA Sublease) means a disponee’s deed of covenant in the form set out in schedule 4 or any other form required by the third party which is a counterparty to that deed.
 
    Disponee’s Deed of Covenant (Restated Boddington Gold Mine Cross Operation Agreement) means a disponee’s deed of covenant in the form set out in schedule 6.
 
    Encumbrance means any mortgage, lien, charge, pledge, assignment, claim, retention of title, security, preferential right, net profit interest, right of first refusal or pre-emptive right or other encumbrance or third party interest of any nature whatsoever, whether registered or unregistered and “Encumbrances” shall be construed accordingly.
 
    End Date means 30 June 2009 or such later date as the parties may agree in writing.
 
    Environment means all components of the earth, including:
  (a)   land, air and water;
 
  (b)   any layer of the atmosphere;
 
  (c)   any organic or inorganic matter;
 
  (d)   any living organism; and
 
  (e)   natural, man-made or modified features or structures,
    and includes ecosystems and all elements of the biosphere.
 
    Environmental Law means any law which regulates or has as its objective the protection or enhancement of any aspect of the Environment, occupational health and safety, or the

5.

 

    protection of public health and welfare, and for the avoidance of doubt, includes any Environmental Law enacted before and after the date of this agreement.
 
    Excluded Contract means any document, agreement, understanding or arrangement to which the Vendor is a party and which was not provided to the Purchaser prior to the date of the agreement, but does not include any Contract.
 
    Executive Committee has the meaning given in the Joint Venture Agreement.
 
    General Deed of Assignment BGM Interest means a deed in the form of the document set out in schedule 8.
 
    Government Agency means:
  (a)   a government or government department or other body;
 
  (b)   a governmental, semi-governmental or judicial person; or
 
  (c)   a person (whether autonomous or not) who is charged with the administration of a law.
    Gross Negligence means an act or omission done or omitted to be done with wanton or reckless disregard for the consequences of that act or omission.
 
    GST has the meaning given in section 195-1 of the GST Act.
 
    GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth).
 
    Guaranteed Moneys is defined in clause 20.1(a)(i).
 
    Insolvency Event means, in relation to a person:
  (a)   an order being made, or the person passing a resolution, for its winding up;
 
  (b)   an application being made to a court for an order for its winding up, unless the application is withdrawn or dismissed within 10 Business Days;
 
  (c)   an administrator being appointed to the person;
  (d)   (i) the person resolving to appoint a Controller or analogous person to the person or any of the person’s property;
  (ii)   an application being made to a court for an order to appoint a Controller, provisional liquidator, trustee for creditors or in bankruptcy or analogous person to the person or any of the person’s property, unless the application is withdrawn or dismissed within 10 Business Days; or
 
  (iii)   an appointment of the kind referred to in subparagraph (ii) being made (whether or not following a resolution or application);
  (e)   the appointment of a receiver to any of the person’s property;

6.

 

  (f)   the person is otherwise insolvent as that term is used in section 95A(2) of the Corporations Act; or
 
  (g)   an event having a substantially similar effect to an event described in any of paragraphs (a) to (f) happens in connection with a person,
    unless this takes place as part of a solvent reconstruction, amalgamation, merger or consolidation.
 
    Interest Rate on a day means the per annum rate of interest known as “London Interbank Offered Rate” for deposits of United States dollars for a period of three months as determined from the applicable Reuters page as at 11:00 am (London time) on that day or, if that day is not a Business Day on the last preceding Business Day.
 
    JAA means Japan Alumina Associates (Australia) Pty Ltd (ABN 42 008 907 524).
 
    Joint Venture has the meaning given to it in the Joint Venture Agreement.
 
    Joint Venture Agreement means the Further Restated BGM Joint Venturers Agreement dated 17 November 2006 between Newmont Boddington, the Vendor and the Manager.
 
    Joint Venture Assets has the meaning given to it in the Joint Venture Agreement.
 
    Joint Venturer has the meaning given to it in the Joint Venture Agreement.
 
    Landgate means the Western Australian Land Information Authority established under the Land Information Authority Act 2006 (WA).
 
    Legal Liability means a duty, liability or obligation affecting the person concerned, however it arises and whether it is present or future, fixed or unascertained, actual or contingent.
 
    Liabilities means Claims, Losses, liabilities (including Legal Liabilities), costs or expenses of any kind and however arising, including under Environmental Laws or relating to the Environment, and including those which are prospective or contingent and those the amount of which for the time being is not ascertained or ascertainable.
 
    Loss means a damage, loss, cost, expense or liability incurred by the person concerned, however it arises and whether it is present or future, fixed or unascertained, actual or contingent.
 
    Material Adverse Effect has the meaning given in clause 17(b).
 
    Mining Act means the Mining Act 1978 (WA).
 
    Net Project Costs means the net amount of the Called Sums and the Project Receipts set out in a statement that the Vendor gives the Purchaser under and in accordance with clause 5.
 
    Newmont Boddington Cross Charge means the deed of cross charge entered into by Newmont Boddington under clause 8.6 of the Joint Venture Agreement.

7.

 

    NMC Shares means shares of common stock, par value US$1.60 per share, of NMC.
 
    Notice Date has the meaning given in clause 13.6(b)(i).
 
    Order in Council means an official declaration made by the Governor General of Australia or a Governor of a State of Australia on the advice of the executive council of the Commonwealth Government of Australia or the Government of any State of Australia (as applicable).
 
    Payor has the meaning given in clause 13.6(e).
 
    Performance Bonds means the security bonds and any other securities, guarantees or bonds relating to the Tenements as set out in Part A of schedule 16.
 
    Permitted Encumbrance means:
  (a)   the terms and conditions of the Project Agreements and the Contracts, and any Encumbrance imposed or created in accordance with the express terms of the Project Agreements;
 
  (b)   the terms and conditions of an instrument of title in respect of the Tenements;
 
  (c)   the provisions of all relevant statutes, statutory regulations, by-laws and ordinances of any Government Agency having jurisdiction and Orders in Council which create Encumbrances in favour of Government Agencies by ordinary operation of statutes (unless there is default in payment of money secured by such Encumbrance by the Vendor);
 
  (d)   in respect of constituent parts of the Sale Interest, any mechanic’s, workman’s or other like liens arising in the ordinary course of the business of the Joint Venture and any retention of title arrangement undertaken in the ordinary course of the business of the Joint Venture; and
 
  (e)   any other Encumbrance, ascertainable from the publicly accessible registers maintained by the Department or by Landgate, to which any Joint Venture Asset is subject, as at 23 January 2009.
    Post Completion Amount means the amount of US$240 million (two hundred forty million United States dollars).
 
    Post Completion Share Issuance Date has the meaning given in clause 7.5(a).
 
    Post Completion Share Issuance Notice has the meaning given in clause 7.5(c)(i).
 
    Post Completion Share Issuance Notice Date has the meaning given in clause 7.5(c)(i).
 
    Pre-Completion Period means the period commencing on the Valuation Date and ending on the Completion Date.
 
    Product Sales Documents means the Consulting Agreement and the Copper Sales MoAs as those terms are defined in the Deed of Assignment and Assumption Product Sales Documents.

8.

 

    Project Agreements has the meaning given in the Joint Venture Agreement.
 
    Project Receipts means any and all revenue and proceeds payable to the Vendor, in its capacity as the holder (prior to Completion) of the Sale Interest.
 
    Proportionate Share has the meaning given in the Joint Venture Agreement.
 
    Purchase Price means the aggregate of the Cash Completion Amount and the Post Completion Amount, as adjusted by the 2008 Cash Call Deficit.
 
    Purchaser Affiliate means:
  (a)   any entity (including a natural person, body corporate, partnership or trust) which the Purchaser controls (within the meaning of section 50AA of the Corporations Act);
 
  (b)   any holding company in respect of the Purchaser, including its ultimate holding company; or
 
  (c)   a person who is a related body corporate of, a director of or a secretary of the Purchaser or any of the entities referred to in paragraphs (a) or (b),
    and includes, for the avoidance of doubt, NMC, NAL, Newmont Boddington and the Manager.
 
    Purchaser Warranties means representations and warranties made by the Purchaser, NMC, Newmont Boddington, NAL and the Manager set out in clause 7.5(c), clause 13.4, clause 13.5 and schedule 5 (Resale Registration).
 
    Purchaser’s Assumption Deed means the BGM Joint Venture – Purchaser’s Assumption Deed in the form set out in schedule 14 which is substantially in the form of schedule 3 to the Joint Venture Agreement.
 
    Purchaser’s Cross Charge means a deed of cross charge set out in schedule 13 which is substantially in the form of the document set out in schedule 1 to the Joint Venture Agreement.
 
    Records has the meaning given in clause 8.
 
    Relevant Obligations has the meaning given in clause 20.2(a).
 
    Relevant Party has the meaning given in clause 15.1(b).
 
    Relevant Sum has the meaning given in clause 13.6(c).
 
    Royalty means the royalty payable under the Royalty Deed.
 
    Royalty Deed means a deed in the form of the document set out in schedule 2.
 
    Sale Interest means:
  (a)   the entirety of the Vendor’s BGM Interest (the Proportionate Share of its BGM Interest being 33 and 3/9%, as referred to in Recital A); and

9.

 

  (b)   the benefit and burden of the Vendor’s right, title and interest and obligations and liabilities under the Product Sales Documents.
    Securities Act means the United States Securities Act of 1933.
 
    Subleases means the subleases granted under and subject to the terms and conditions of the Deeds of Sublease.
 
    Tax means a tax, levy, duty, charge, deduction or withholding, however it is described, that is imposed by a Government Agency, together with any related interest, penalty, fine or other charge, other than one that is imposed on net income or GST.
 
    Tenements means the tenements described in schedule 1 and any other tenement or title that falls within the meaning given to “Tenements” in the Joint Venture Agreement and, to avoid doubt, any interest under a sublease granted in respect of any such tenement or title, including the Subleases.
 
    Trading Day means a day on which the New York Stock Exchange is open for trading.
 
    Valuation Date means 1 January 2009.
 
    Vendor Affiliate means:
  (a)   any entity (including a natural person, body corporate, partnership or trust) which the Vendor controls (within the meaning of section 50AA of the Corporations Act);
 
  (b)   any holding company of the Vendor, including its ultimate holding company; or
 
  (c)   a person who is a related body corporate of, a director of or a secretary of, the Vendor or any of the entities referred to in paragraphs (a) or (b).
    Vendor Group means the Vendor and each Vendor Affiliate.
 
    Vendor Group Guarantee means:
  (a)   the security bonds and any other securities, guarantees or bonds as set out in Part B of schedule 16, which are given together with a Newmont Boddington guarantee; and
 
  (b)   the security bonds and any other securities, guarantees or bonds which were provided by the Vendor in its capacity as a Joint Venturer or by a Vendor Affiliate in support of the Vendor in its capacity as a Joint Venturer in relation to any Tenement, Joint Venture Asset or any other part of the Sale Interest (other than the benefit and burden of the Product Sales Documents).
    Vendor NMC Shares has the meaning given in clause 7.5(a).
 
    Vendor’s Cross Charge means the deed of cross charge entered into by the Vendor under clause 8.6 of the Joint Venture Agreement.
 
    Vendor Title Warranties means the representations and warranties made by the Vendor set out in clauses 13.1(h), 13.1(k) and 13.1(n).

10.

 

    Vendor Warranties means the representations and warranties made by the Vendor set out in clause 13.1 and the representations and warranties made by AngloGold Ashanti set out in clause 13.1A.
 
    Worsley State Agreement has the meaning given in the Joint Venture Agreement.
1.2   Rules for interpreting this agreement
 
    Headings are for convenience only, and do not affect interpretation. The following rules also apply in interpreting this agreement, except where the context makes it clear that a rule is not intended to apply.
  (a)   A reference to:
  (i)   legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;
 
  (ii)   an agreement, or a provision of an agreement, is to that agreement or provision, as amended, supplemented, replaced or novated;
 
  (iii)   a party to this agreement or to any other agreement includes a permitted substitute or a permitted assign of that party;
 
  (iv)   a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person;
 
  (v)   a clause, schedule, annexure or exhibit is a reference to a clause of, or schedule, annexure or exhibit to this agreement; and
 
  (vi)   anything (including a right, obligation or concept) includes each part of it.
  (b)   A singular word includes the plural, and vice versa.
 
  (c)   A word which suggests one gender includes the other genders.
 
  (d)   If a word is defined, another part of speech has a corresponding meaning.
 
  (e)   If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing.
 
  (f)   The word “agreement” includes an undertaking or other binding arrangement or understanding, whether or not in writing.
 
  (g)   The words “subsidiary”, “holding company”, “related body corporate” and “substantial holding” have the same meanings as in the Corporations Act.
 
  (h)   A reference to US$, $ or “dollars” means United States dollars.

11.

 

1.3   Business Days
 
    If the day on or by which a person must do something under this agreement (including making any payment that is due on demand) is not a Business Day, the person must do it on or by the next Business Day.
 
2.   AGREEMENT TO SELL AND BUY SALE INTEREST
 
2.1   Sale and purchase
 
    Subject to satisfaction of the conditions precedent specified in clause 3.1:
  (a)   the Vendor agrees to sell to the Purchaser; and
 
  (b)   the Purchaser agrees to purchase from the Vendor,
    the Sale Interest, free from Encumbrances (other than the Permitted Encumbrances) for the Purchase Price and the delivery of the Royalty Deed on the terms and subject to the conditions of this agreement.
2.2   Payment of Purchase Price
 
    The Purchase Price will be satisfied as follows:
  (a)   the Cash Completion Amount is to be paid at Completion in accordance with clauses 6.4 and 14; and
 
  (b)   the Post Completion Amount is to be paid in cash, or satisfied by the issue of the Vendor NMC Shares, or a combination of both, in accordance with clause 7.5.
2.3   Consent and waiver
 
    Newmont Boddington consents to the sale and purchase of the Sale Interest under and in accordance with this agreement and waives any and all rights that it may have under the Project Agreements (or any of them) to acquire all or any part of the Sale Interest from the Vendor only so as to permit the sale and purchase of the Sale Interest under and in accordance with this agreement.
 
2.4   NMC acknowledgment
 
    NMC acknowledges that each of it and the Purchaser enters into this agreement without any present intention to dispose of the Sale Interest after Completion, whether directly or indirectly, including by way of a sale of shares or assets. Nothing in this clause will be construed or will operate to preclude the Purchaser from disposing of its interest in the Joint Venture (including the Sale Interest) or NMC disposing of the shares in the Purchaser subsequent to Completion.

12.

 

3.   CONDITIONS PRECEDENT TO COMPLETION
 
3.1   Conditions
 
    The obligations of the parties in relation to Completion are (and, in the case of the condition in clauses 3.1(b) and 3.1(g) in so far as sections 25 and 26A of the Foreign Acquisitions and Takeovers Act 1975 (Cth) is concerned, this agreement is) conditional upon:
  (a)   the Vendor obtaining the approval and consent, in a form reasonably acceptable to the Vendor and Purchaser, of the Minister responsible for the Mining Act to the transfer by the Vendor to the Purchaser of the interest of the Vendor in each of the Tenements (to the extent required under the Mining Act);
 
  (b)   for the purposes of the Foreign Acquisitions and Takeovers Act 1975 (Cth), either:
  (i)   the Purchaser having been informed in writing by or on behalf of the Federal Treasurer that there are no objections in terms of the Australian Government’s Foreign Investment Policy to it acquiring the Sale Interest, subject to any conditions that the Treasurer may determine to impose being acceptable:
  (A)   where such conditions impact or affect the Purchaser, to the Purchaser (acting reasonably);
 
  (B)   where such conditions impact or affect the Vendor, to the Vendor (acting reasonably); or
 
  (C)   where such conditions impact or affect the Purchaser and the Vendor, to the Purchaser and the Vendor (each acting reasonably); or
  (ii)   the period during which the Federal Treasurer is empowered by section 25 and section 26A of the Foreign Acquisitions and Takeovers Act 1975 (Cth) to make an order prohibiting the proposed acquisition of assets under this agreement has expired without an order having been made;
  (c)   any other approvals required from a Government Agency, any sublessor with respect to a Tenement or under the Worsley State Agreement as the Purchaser or the Vendor may identify (acting reasonably) to enable this agreement, and the transactions contemplated in this agreement to be performed (each using its best endeavours to so identify approvals as soon as practicable but at the latest within 15 days of the date of this agreement), being in a form reasonably acceptable to the Purchaser and the Vendor (each acting reasonably);
 
  (d)   the Vendor obtaining any necessary approval of the Reserve Bank of South Africa to this agreement and the transactions it provides for subject to any conditions that the Reserve Bank of South Africa may determine to impose being acceptable:
  (i)   where such conditions impact or affect the Vendor, to the Vendor (acting reasonably);

13.

 

  (ii)   where such conditions impact or affect the Purchaser, to the Purchaser (acting reasonably); or
 
  (iii)   where such conditions impact or affect the Purchaser and the Vendor, to the Purchaser and the Vendor (each acting reasonably);
  (e)   (i) NMC having entered into a bridge loan facility with its relationship bankers or other financial institutions acceptable to it (acting reasonably) in the sum of at least US$750 million (seven hundred fifty million United States dollars) (the “Bridge Loan Facility”) and on terms consistent with the Commitment Letter and such other terms acceptable to NMC (acting reasonably) and the conditions to drawdown under the Bridge Loan Facility having been satisfied; and
  (ii)   funding under the Bridge Loan Facility being made available at Completion to pay the Cash Completion Amount;
  (f)   the execution and delivery by the counterparties thereto of the following:
  (i)   Disponee’s Deed of Covenant (BBAW Sublease);
 
  (ii)   Disponee’s Deed of Covenant (JAA Sublease);
 
  (iii)   Deed of Covenant and Release – Sotico Agreements;
 
  (iv)   Deed of Covenant and Release Hedges Gold Mine Sale and Purchase Agreement; and
 
  (v)   Deed of Covenant Worsley Transfer Agreement & Letter Agreement;
  (g)   for the purposes of the Foreign Acquisitions and Takeovers Act 1975 (Cth), either:
  (i)   the Vendor having been informed in writing by or on behalf of the Federal Treasurer that there are no objections in terms of the Australian Government’s Foreign Investment Policy to its entitlement to the Royalty, subject to any conditions that the Treasurer may determine to impose being acceptable:
  (A)   where such conditions impact or affect the Vendor, to the Vendor (acting reasonably);
 
  (B)   where such conditions impact or affect the Purchaser, to the Purchaser (acting reasonably); or
 
  (C)   where such conditions impact or affect the Vendor and the Purchaser, to the Vendor and the Purchaser (each acting reasonably); or
  (ii)   the period during which the Federal Treasurer is empowered by section 26A of the Foreign Acquisitions and Takeovers Act 1975 (Cth) to make an order prohibiting the proposed entitlement to the Royalty has expired without an order having been made; and

14.

 

  (h)   the consent of the lenders under each of the AGA Credit Facilities to the transaction evidenced by this agreement (to the extent required).
3.2   Further assurances
  (a)   The Vendor and the Purchaser must use their respective commercially reasonable efforts to satisfy the conditions precedent specified in clauses 3.1(a) (Mining Act), 3.1(c) (other approvals) and 3.1(f) (Deeds) as soon as possible following execution of this agreement but in any event prior to the End Date.
 
  (b)   The Vendor must use its commercially reasonable efforts to satisfy the condition precedent specified in clause 3.1(d) (SARB) as soon as possible following execution of this agreement but in any event prior to the End Date.
 
  (c)   The Purchaser must use its commercially reasonable efforts to satisfy the condition precedent specified in clause 3.1(b) (Purchaser FIRB) as soon as possible following execution of this agreement but in any event prior to the End Date.
 
  (d)   The Vendor must use its commercially reasonable efforts to satisfy the condition precedent specified in clause 3.1(g) (Vendor FIRB) as soon as possible following execution of this agreement but in any event prior to the End Date.
 
  (e)   Without limiting clauses 3.2(a), (b), (c) and (d), the Vendor and the Purchaser must:
  (i)   assist each other in procuring fulfilment of the conditions precedent in clauses 3.1(a) (Mining Act), 3.1(b) (Purchaser FIRB), 3.1(c) (other approvals), 3.1(d) (SARB), 3.1(f) (Deeds) and 3.1(g) (Vendor FIRB);
 
  (ii)   supply to each other copies of all applications made and information supplied for the purposes of procuring fulfilment of the conditions precedent in clauses 3.1(a) (Mining Act), 3.1(b) (Purchaser FIRB), 3.1(c) (other approvals), 3.1(d) (SARB), and 3.1(g) (Vendor FIRB);
 
  (iii)   keep each other informed in a timely manner of the status of any discussions or negotiations with relevant third parties regarding the conditions precedent in clause 3 (other than clause 3.1(e) (Bridge Loan Facility)); and
 
  (iv)   advise the other party as soon as practicable after it becomes aware that a condition has been satisfied or on becoming aware that a condition is incapable of being satisfied.
  (f)   NMC must:
  (i)   use its best endeavours to satisfy the condition precedent specified in clause 3.1(e)(i) as soon as possible following execution of this agreement but in any event prior to the End Date and that the condition precedent in clause 3.1(e)(ii) is satisfied at the time Completion is to occur;
 
  (ii)   keep the other parties informed in a timely manner of the status of any discussions or negotiations with relevant third parties regarding the conditions precedent in clause 3.1(e); and

15.

 

  (iii)   advise the other parties promptly after it becomes aware that the conditions precedent in clauses 3.1(e)(i) and (ii) have been satisfied or it has become impossible for those conditions precedent to be satisfied by the End Date or the time Completion is to occur (as applicable).
  (g)   NMC must use its best endeavours to:
  (i)   enter into definitive agreements for the Bridge Loan Facility within 45 days of the date of this agreement. For the avoidance of doubt, it would not be the use of “best endeavours” for the purposes of this clause for NMC to reject a term of the definitive agreements for the Bridge Loan Facility which is consistent with a provision of the Commitment Letter;
 
  (ii)   obtain the funding under the Bridge Loan Facility assuming it has been entered into;
 
  (iii)   maintain in effect the Commitment Letter; and
 
  (iv)   satisfy on a timely basis, but in any event prior to the End Date, all conditions applicable to NMC or the other relevant Purchaser Affiliates under the definitive agreements for the Bridge Loan Facility that are within their control.
  (h)   A reference to a party being obliged to use its best endeavours does not oblige that party to take steps that are commercially unreasonable in the circumstances.
 
  (i)   If the condition in clause 3.1(e) (Bridge Loan Facility) is satisfied or NMC waives or is deemed to have waived the condition in clause 3.1(e) (Bridge Loan Facility) then all of the provisions in this agreement relating to the Commitment Letter and Bridge Loan Facility shall cease to have any force and effect.
 
  (j)   AngloGold Ashanti must:
  (i)   use its commercially reasonable efforts to satisfy the condition precedent specified in clause 3.1(h) (AGA Credit Facilities) as soon as possible following execution of this agreement but in any event prior to the End Date;
 
  (ii)   keep the other parties informed in a timely manner of the status of any discussions or negotiations with relevant third parties regarding the condition precedent in clause 3.1(h) (AGA Credit Facilities); and
 
  (iii)   advise the other parties promptly after it becomes aware that the condition precedent in clause 3.1(h) (AGA Credit Facilities) has been satisfied or it has become impossible for that condition precedent to be satisfied by the End Date.
3.3   Waiver of conditions precedent
  (a)   The condition precedent in clause 3.1(a) (Mining Act) may be waived only with the written agreement of the Vendor and the Purchaser.

16.

 

  (b)   The conditions precedent in clauses 3.1(b) (Purchaser FIRB), 3.1(c) (other approvals), 3.1(f) (Deeds) and 3.1(g) (Vendor FIRB) may be waived only with the written agreement of the Vendor and the Purchaser.
 
  (c)   The condition precedent in clause 3.1(d) (SARB) may be waived only by the Vendor by notice in writing to the Purchaser.
 
  (d)   Each of the conditions precedent in clause 3.1(e) (Bridge Loan Facility) may be waived only by NMC by notice in writing to the Vendor and the Purchaser. NMC is automatically deemed to have waived those conditions precedent if, on or before the End Date, it completes a capital market transaction by which it raises at least US$750,000,000 (seven hundred fifty million United States dollars) provided that NMC is not under any obligation to pursue a capital market transaction of any kind.
 
  (e)   The condition precedent in clause 3.1(h) (AGA Credit Facilities) may be waived only with the written agreement of the Vendor and the Purchaser.
 
  (f)   If the Vendor and the Purchaser proceed with Completion prior to the satisfaction of any of the conditions precedent in clause 3.1, the relevant party or parties will be deemed to have waived the requirement for such condition(s) precedent to have been satisfied prior to Completion occurring.
3.4   Non-satisfaction of condition precedent
 
    If every condition precedent referred to in clause 3.1 (other than the condition precedent in clause 3.1(e)(ii)) is not either satisfied or waived under clause 3.3 on or before the End Date or the condition precedent in clause 3.1(e)(ii) is not satisfied or waived at the time Completion is to occur, none of the parties shall be obliged to proceed with Completion and this agreement shall terminate as and from the End Date or the time Completion is to occur (as the case requires), other than in respect of:
  (a)   this clause 3 and clauses 1 (Interpretation), 18 (Costs and Stamp Duty), 19 (Notices) and 21 (General); and
 
  (b)   rights and liabilities that have accrued on or before the End Date or the time Completion is to occur (as the case may be).
4.   OBLIGATIONS BEFORE COMPLETION
 
4.1   General
 
    During the period between the date of this agreement and the date of Completion:
  (a)   the Vendor undertakes that it will:
  (i)   not permit or procure or agree to the imposition or creation of an Encumbrance (other than a Permitted Encumbrance) on or over the Sale Interest except with the prior consent of the Purchaser; and
 
  (ii)   conduct its affairs in relation to the Sale Interest and the BGM Project in accordance with the Project Agreements and in the ordinary course of the business of the Joint Venture; and

17.

 

  (b)   each of Newmont Boddington and the Manager undertakes that it will conduct its affairs in relation to the BGM Project in accordance with the Project Agreements and in the ordinary course of the business of the Joint Venture.
4.2   Exercise of rights
 
    During the period between the date of this agreement and the date of Completion, subject to clause 4.1, the Vendor may:
  (a)   exercise or cause to be exercised any Executive Committee or other vote on a resolution;
 
  (b)   execute any contract or other undertaking; and
 
  (c)   otherwise act in relation to the Joint Venture,
    in its own discretion (acting reasonably), provided that it shall consult with the Purchaser in relation to the matters referred to in subparagraphs (a), (b) and (c) and may not act in a manner so as to, and must not refrain from acting if to do so would, frustrate the objectives of this agreement or the continued conduct of the BGM Project in accordance with the Project Agreements or any program and budget or other matter approved pursuant to the Project Agreements.
5.   NET PROJECT COSTS
 
    The Vendor must, at least 3 Business Days before the Completion Date, give the Purchaser a statement prepared with reasonable care and in good faith and setting out:
  (a)   each Called Sum paid by the Vendor from the commencement of the Pre-Completion Period to the date of the statement, showing the date of payment and the amount paid; and
 
  (b)   each amount received by the Vendor by way of Project Receipts in the period mentioned in clause 5(a) specifying the date, amount and details of the transaction giving rise to each receipt.
    At Completion, the Purchaser shall reimburse to the Vendor a sum equal to the difference between the Called Sums specified in clause 5(a) and the Project Receipts specified in clause 5(b), if the result is a positive number. At Completion, the Vendor shall reimburse to the Purchaser a sum equal to the difference between the Called Sums specified in clause 5(a) and the Project Receipts specified in clause 5(b), if the result is a negative number.
6.   COMPLETION
 
6.1   Time and place
 
    Completion of the sale and purchase referred to in clause 2.1 will take place at the office of the Purchaser in Perth, Western Australia (or at such other place in Australia as notified in writing by the Purchaser to the Vendor) at 12.00 midday on the Completion Date.

18.

 

6.2   Effect of Completion
  (a)   At Completion, the Vendor shall sell and assign the Sale Interest, free from Encumbrances (other than the Permitted Encumbrances) to the Purchaser for the Purchase Price.
 
  (b)   On and from Completion:
  (i)   in accordance with clause 9, the Purchaser shall assume all Assumed Liabilities; and
 
  (ii)   the Purchaser shall be entitled to exclusive benefit, ownership and possession of the Sale Interest and the Sale Interest shall be at its risk.
6.3   Vendor’s obligations
 
    At Completion, the Vendor must pay to the Purchaser the 2008 Cash Call Deficit, the Net Project Costs (if any) in accordance with clause 14 and deliver to the Purchaser:
  (a)   (i)    3 original counterparts of the Disponee’s Deed of Covenant (BBAW Sublease) executed by all parties other than the Purchaser;
  (ii)   3 original counterparts of the Disponee’s Deed of Covenant (JAA Sublease) executed by all parties other than the Purchaser; and
 
  (iii)   any other transfer in favour of the Purchaser of the Vendor’s interest as tenant in common in each of the Tenements (other than the Subleases) (including transfers in respect of the Applications that have been applied for but have not as at Completion been granted, which transfers the Purchaser shall not register unless and until the relevant tenement the subject of the Application applied for (in each case) has been granted), in the prescribed form or where no form is prescribed in a form reasonably acceptable to the Purchaser, executed by the Vendor as transferor;
  (b)   transfers in favour of the Purchaser of the Vendor’s interest as tenant in common in any freehold land or crown lease forming part of the Sale Interest, in the prescribed form or where no form is prescribed in a form reasonably acceptable to the Purchaser, executed by the Vendor as transferor together with any certificates of title of any such freehold land or crown lease;
 
  (c)   8 original counterparts of the Disponee’s Deed of Covenant (Restated Boddington Gold Mine Cross Operation Agreement) executed by all parties to that deed other than the Purchaser (provided that Newmont Boddington and the Manager must so execute the Disponee’s Deed of Covenant (Restated Boddington Gold Mine Cross Operation Agreement) in a timely manner for the purposes of Completion);
 
  (d)   3 original counterparts of the Deed of Release (AGAA Boddington Gold Mine Deed of Cross Charge) executed by the Vendor, Newmont Boddington and the Manager (provided that Newmont Boddington and the Manager must so execute the Deed of Release (AGAA Boddington Gold Mine Deed of Cross Charge) in a timely manner for the purposes of Completion);

19.

 

  (e)   2 original counterparts of the General Deed of Assignment BGM Interest executed by the Vendor;
 
  (f)   5 original counterparts of the Deed of Covenant and Release Hedges Gold Mine Sale and Purchase Agreement executed by all parties other than the Purchaser (provided that Newmont Boddington must so execute the Deed of Covenant and Release Hedges Gold Mine Sale and Purchase Agreement in a timely manner for the purposes of Completion);
 
  (g)   9 original counterparts of the Deed of Covenant and Release – Sotico Agreements executed by all parties other than the Purchaser;
 
  (h)   8 original counterparts of the Deed of Covenant Worsley Transfer Agreement & Letter Agreement executed by all parties other than the Purchaser (provided that Newmont Boddington must so execute the Deed of Covenant Worsley Transfer Agreement & Letter Agreement in a timely manner for the purposes of Completion);
 
  (i)   4 original counterparts of the Deed of Assignment and Assumption Product Sales Documents executed by all parties other than the Purchaser (provided that the Purchaser has procured that the relevant Purchaser Affiliates have executed the Deed of Assignment and Assumption Product Sales Documents in a timely manner for the purposes of Completion);
 
  (j)   withdrawals of caveats in the name of the Vendor in respect of any of the Tenements and land comprised in the Joint Venture Assets, duly executed by the Vendor;
 
  (k)   all other agreements (if any) evidencing the Vendor’s title to assets included in the Sale Interest;
 
  (l)   all documents necessary to either assign to the Purchaser or discharge (as the Purchaser directs), with effect on and from Completion, the Vendor’s interest in the Newmont Boddington Cross Charge;
 
  (m)   Records in accordance with the requirements of clause 8; and
 
  (n)   any other document which the Purchaser, acting reasonably, considers necessary or desirable to:
  (i)   assure to the Purchaser good and marketable title to the Sale Interest and the Vendor’s interest in the Joint Venture Assets comprised in the Sale Interest, in a form which the Purchaser reasonably requires and submits to the Vendor as soon as practicable after becoming aware of the requirement for such document and in any event at least 5 Business Days before Completion (provided that where such a document is required as a result of conditions imposed on any approvals or consents that have been received as contemplated by clause 3.1, at least 2 Business Days before Completion); and
 
  (ii)   give effect to the exit of the Vendor from the Joint Venture, in a form which the Purchaser reasonably requires and submits to the Vendor as soon as

20.

 

      practicable after becoming aware of the requirement for such document and in any event at least 5 Business Days before Completion (provided that where such a document is required as a result of conditions imposed on any approvals or consents that have been received as contemplated by clause 3.1, at least 2 Business Days before Completion).
6.4   Purchaser’s obligations
 
    At Completion, the Purchaser must:
  (a)   pay to the Vendor the Cash Completion Amount and the Net Project Costs (if any) in accordance with clause 14;
 
  (b)   deliver to the Vendor 3 original counterparts of the Royalty Deed executed by the Purchaser;
 
  (c)   execute the following documents (to the extent not already executed before Completion by the Purchaser or applicable Purchaser Affiliate, if any):
  (i)   3 original counterparts of the Disponee’s Deed of Covenant (BBAW Sublease);
 
  (ii)   3 original counterparts of the Disponee’s Deed of Covenant (JAA Sublease);
 
  (iii)   the transfers delivered by the Vendor under clause 6.3(a)(iii) and clause 6.3(b);
 
  (iv)   8 original counterparts of the Disponee’s Deed of Covenant (Restated Boddington Gold Mine Cross Operation Agreement);
 
  (v)   2 original counterparts of the General Deed of Assignment BGM Interest;
 
  (vi)   6 original counterparts of the Deed of Covenant and Release Hedges Gold Mine Sale and Purchase Agreement;
 
  (vii)   9 original counterparts of the Deed of Covenant and Release – Sotico Agreements;
 
  (viii)   8 original counterparts of the Deed of Covenant Worsley Transfer Agreement & Letter Agreement;
 
  (ix)   4 original counterparts of the Purchaser’s Cross Charge;
 
  (x)   3 Purchaser’s Assumption Deed;
 
  (xi)   4 original counterparts of the Deed of Assignment and Assumption Product Sales Documents; and
  (d)   each of the original counterparts of the documents delivered by the Vendor to the Purchaser under clause 6.3.

21.

 

6.5   Obligations interdependent
 
    Notwithstanding anything to the contrary in this agreement, Completion will not be deemed to have occurred unless and until every step required under clauses 6.3 and 6.4 has either occurred or there is written agreement to the contrary between the parties.
 
6.6   Property in assets
 
    Title and risk in the Sale Interest passes to the Purchaser on and from Completion.
 
6.7   Newmont Boddington and Manager undertaking
 
    Newmont Boddington and the Manager will promptly:
  (a)   take all actions required to be taken and execute and deliver all documents required to be executed by it under this clause 6; and
 
  (b)   take all actions reasonably required to be taken and execute and deliver all documents reasonably required to be executed, in each case to expeditiously implement the transactions contemplated by this agreement.
7.   POST-COMPLETION MATTERS
 
7.1   Vendor’s obligations
 
    Promptly after Completion, the Vendor must:
  (a)   deliver to each of Newmont Boddington, the Purchaser and the Manager a partly executed original counterpart of the Purchaser’s Assumption Deed (executed by the Purchaser);
 
  (b)   lodge with ASIC and such other authorities as required by law such notices or documents as are necessary to discharge and release all property charged under the Vendor’s Cross Charge; and
 
  (c)   as and when it receives any Project Receipt pay the amount of that receipt to the Purchaser.
7.2   Purchaser’s obligations
  (a)   Not later than 10 days after Completion, the Purchaser must deliver to each of the other parties an executed original counterpart of each of the documents referred to in clause 6.4(c).
 
  (b)   The Purchaser must ensure that, promptly following Completion (and in any case within the time period required by law):
  (i)   this agreement; and
 
  (ii)   any instrument, document, agreement, deed or transaction contemplated in or necessary to give effect to this agreement,
      are submitted for assessment of stamp duty and (if required) registration.

22.

 

7.3   Caveat over land and Tenements
  (a)   The Purchaser will be entitled to lodge an absolute caveat against the title to the Vendor’s interest in any land to protect the Purchaser’s interest in the land (other than the Tenements) under this agreement immediately after its execution, until registration of a transfer of such land, applications and other documents necessary to vest the Vendor’s interest in the land in the Purchaser whereupon the Purchaser at its own expense shall forthwith withdraw the caveat.
 
  (b)   The Purchaser will be entitled to lodge caveats against the Tenements to protect its interest in the Tenements under this agreement immediately after Completion until registration of a transfer of the Tenements.
7.4   Maintenance and access to Records
 
    The Purchaser will:
  (a)   securely keep and maintain for a period of 8 years from the Completion Date all Records provided to it by the Vendor under clause 8; and
 
  (b)   give the Vendor reasonable access to such Records during normal business hours for the purposes of the Vendor conducting inspections or making copies of such Records, at the Vendor’s cost, in order to comply with the requirements of any law, regulation or Authorisation or the requirement of any Government Agency, or for its taxation or accountancy purposes, or for the purposes of any actual or threatened Claim, litigation, investigation or proceeding (including a claim in respect of the Vendor Warranties), provided that as soon as reasonably practicable after these compliance obligations or purposes have been discharged, the Vendor shall destroy (and shall promptly thereafter confirm to the Purchaser in writing that it has destroyed) all records and information obtained under this clause 7.4(b), except as it may otherwise be required by law to retain such records and information (or copies of such records and information).
7.5   Post Completion Amount
  (a)   The Purchaser may elect in its sole discretion to pay the Post Completion Amount:
  (i)   in cash in accordance with clause 7.5(b);
 
  (ii)   if all of the conditions of clause 7.5(c) are satisfied, through the issuance by NMC to the Vendor (or a Vendor Affiliate specified by the Vendor in writing no less than five Business Days in advance of such issuance (a “Designated Affiliate”)) of NMC Shares in accordance with clause 7.5(c); or
 
  (iii)   through a combination of (i) and (ii).
      Any NMC Shares issued pursuant to this clause 7.5 are referred to as the “Vendor NMC Shares” and the date on which such Vendor NMC Shares are issued is referred to as the “Post Completion Share Issuance Date”. Notwithstanding the foregoing, if a Bankruptcy Event occurs with respect to NMC prior to the issuance

23.

 

      of the Vendor NMC Shares, the Post Completion Amount shall immediately become due and payable, in cash, to the Vendor.
  (b)   The Purchaser must pay the Post Completion Amount, or any part of it that the Purchaser does not or cannot satisfy through the issuance of NMC Shares pursuant to clause 7.5(c), to the Vendor, in cash on or before 31 December 2009 in accordance with clause 14.
 
  (c)   Subject to the following conditions, the Purchaser may satisfy the Post Completion Amount or any part of it by procuring the issuance of NMC Shares to the Vendor (or a Designated Affiliate):
  (i)   The Purchaser shall provide a written notice (“Post Completion Share Issuance Notice”) to the Vendor of its election pursuant to clause 7.5(a) on or before 1 December 2009 (the date such notice is received by the Vendor is referred to herein as the “Post Completion Share Issuance Notice Date”) that:
  (A)   specifies the portion of the Post Completion Amount that the Purchaser elects to satisfy through the issuance of the Vendor NMC Shares;
 
  (B)   specifies the proposed date of issuance of the Vendor NMC Shares; and
 
  (C)   contains a certification from NMC that, to NMC’s knowledge after due enquiry, as of the Post Completion Share Issuance Notice Date, no event has occurred, or is expected to occur during the period beginning on the Post Completion Share Issuance Notice Date and ending on the tenth Trading Day following the proposed date of issuance of the Vendor NMC Shares, that would be expected to result in a Blackout Period commencing prior to the end of such tenth Trading Day.
  (ii)   Immediately prior to the issuance of the Vendor NMC Shares on the Post Completion Share Issuance Date, NMC shall deliver a certificate to the Vendor stating that, as of the Post Completion Share Issuance Date:
  (A)   to NMC’s knowledge after due enquiry, no event has occurred, or is expected to occur during the period beginning on the Post Completion Share Issuance Date and ending on the tenth Trading Day following the Post Completion Share Issuance Date, that would result in a Blackout Period commencing prior to the end of such tenth Trading Day;
  (B)   NMC is not aware of any event that will require NMC to make a public announcement or take any action that would reasonably be expected to have an impact on the value or tradability of NMC Shares during the ten Trading Days immediately following the Post Completion Share Issuance Date; and

24.

 

  (C)   NMC has complied in all material respects with its obligations to be performed on or prior to the Post Completion Share Issuance Date under this agreement.
  (iii)   The Vendor NMC Shares shall have been approved for listing, subject to issuance, on the New York Stock Exchange prior to the Post Completion Share Issuance Date.
 
  (iv)   As of the Post Completion Share Issuance Date, NMC shall have complied in all material respects with its obligations to be performed on or prior to the Post Completion Share Issuance Date under this agreement.
 
  (v)   Any certificate signed and delivered by NMC to the Vendor pursuant to subparagraphs (i) and (ii) shall be deemed a representation and warranty by NMC to the Vendor under this agreement as to the matters covered thereby and such representations and warranties shall be true and correct as of the respective dates on which they are given.
      Notwithstanding the delivery of the Post Completion Share Issuance Notice, the Purchaser shall not be entitled to satisfy any part of the Post Completion Amount through the issuance of NMC Shares unless all of the conditions of this clause 7.5(c) have been satisfied, or waived in writing by the Vendor. The Purchaser acknowledges and agrees that if such conditions have not been satisfied or waived by the Vendor by 10 December 2009 then it must pay all of the Post Completion Amount in cash pursuant to clause 7.5(b).
 
  (d)   The total number of Vendor NMC Shares to be issued by NMC pursuant to this clause 7.5 will be the number determined by dividing the dollar amount of the Post Completion Amount that the Purchaser has elected to satisfy through the issuance of NMC Shares by the volume weighted average price at which NMC Shares traded on the New York Stock Exchange on the five Trading Days immediately prior to the Post Completion Share Issuance Date, rounded down to the nearest share in the event of a fractional result.
 
  (e)   NMC undertakes to the Vendor that:
  (i)   It shall issue any Vendor NMC Shares to be issued pursuant to this clause 7.5 on or prior to 10 December 2009. On the Post Completion Share Issuance Date, NMC shall deliver or cause to be delivered to the Vendor a certificate or certificates, registered in the name of the Vendor or the Designated Affiliate, evidencing such Vendor NMC Shares or in such other manner as the Vendor shall reasonably request in writing no less than five Business Days prior to the Post Completion Share Issuance Date.
 
  (ii)   The Vendor NMC Shares, if issued:
  (A)   will be duly and validly issued and fully paid and non-assessable and will rank (as of the Post Completion Share Issuance Date) pari passu with all other issued NMC Shares; and

25.

 

  (B)   subject to the provisions of schedule 5 to this agreement, and to the acknowledgement contained in paragraph (f), may be freely resold by the Vendor (or a Designated Affiliate) on the New York Stock Exchange.
  (f)   The Vendor acknowledges that any Vendor NMC Shares issued pursuant to this clause 7.5 will be restricted securities and may not be resold except:
  (i)   pursuant to an effective registration statement covering the resale of such Vendor NMC Shares; or
 
  (ii)   pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act.
  (g)   Each of NMC and the Vendor acknowledges and agrees that it will comply with the provisions of schedule 5 which forms an integral part of this agreement. The Vendor acknowledges and agrees that it will procure such compliance from any Designated Affiliate.
8.   RECORDS
  (a)   Prior to Completion, the Vendor must use its commercially reasonable efforts to locate the originals and copies, whether electronic or paper-based, of Confidential Information that is in the possession, custody or control of the Vendor or Vendor Affiliates (Records) and, subject to clauses 8(d) and 8(e), deliver such Records to the Purchaser at Completion.
 
  (b)   During the six months after the Completion Date, the Vendor must continue to use its commercially reasonable efforts to locate all Records in its possession, custody or control, and, subject to clauses 8(d) and 8(e), deliver any such Records to the Purchaser as soon as practicable after such Records are located by it. Thereafter, subject to clauses 8(d) and 8(e), the Vendor must deliver to the Purchaser all Records as soon as practicable after any such Records are located by it.
 
  (c)   All Records held by the Manager as at Completion, will be deemed to have been delivered by the Vendor to the Purchaser on the Completion Date.
 
  (d)   Notwithstanding any other provision in this agreement, the Vendor is not obliged to deliver to the Purchaser:
  (i)   the originals of any Records if the Vendor or the Vendor Affiliate is required to retain such Records by any law, regulation or Authorisation or the requirement of any Government Agency, provided that the Vendor shall provide copies of such documents to the Purchaser and allow the Purchaser to access such originals should the Purchaser require such access; or
 
  (ii)   the original or any copies of any Records that:
  (A)   are the subject of legal professional privilege in favour of the Vendor or a Vendor Affiliate; or
  (B)   relate to board papers of the Vendor or a Vendor Affiliate.

26.

 

  (e)   Where Records are the subject of confidentiality obligations owed by the Vendor or a Vendor Affiliate to a third party or third parties (as the case may be), the Vendor must use its commercially reasonable efforts to obtain any consent from a third party or third parties (as the case may be) to disclose such Records to the Purchaser at Completion or as soon as reasonably possible following Completion or the location of the relevant Records by the Vendor after Completion as required by clause 8(b) (as applicable). If a third party or third parties (as the case may be) refuses to grant consent to the Vendor or a Vendor Affiliate disclosing relevant Records to the Purchaser within three months following Completion or the date on which the relevant Records are located by the Vendor after Completion as required by clause 8(b) (as applicable), the Vendor and Purchaser must promptly meet, together with, to the extent practicable, such third party, to discuss and try to resolve the matter.
9.   LIABILITIES
 
9.1   Purchaser Liabilities
 
    Except as provided in clause 9.5, and notwithstanding clause 11 or any deed of assignment, assumption or novation entered into in connection with this agreement, with effect from Completion, the Purchaser accepts and assumes responsibility for all the Assumed Liabilities.
 
9.2   Indemnity in respect of Assumed Liabilities
 
    Notwithstanding the provisions of clause 11 or any deed of novation, assignment or assumption entered into in connection with this agreement, the Purchaser indemnifies and agrees to hold harmless the Vendor and each Vendor Affiliate from and against all Assumed Liabilities.
 
9.3   Vendor release
  (a)   With effect from, and subject to, Completion, each of NMC, NAL, Newmont Boddington and the Manager releases (and NMC shall procure that any other Purchaser Affiliate releases) the Vendor and Vendor Affiliates from all Claims, Losses and Legal Liabilities that, but for this release, NMC, NAL, Newmont Boddington or the Manager (or any other Purchaser Affiliate) may have had or brought, or at any time in the future may have or bring, against the Vendor or any Vendor Affiliate (whether solely or together with any other Joint Venturer or other person that holds or may hold any right, title or interest in or in relation to the Joint Venture) in connection with, or arising from the Vendor’s BGM Interest, the Joint Venture, the BGM Project, any Project Agreement or Joint Venture Asset or otherwise in connection with, or arising from the Sale Interest or the relationship between the Vendor and Newmont Boddington as Joint Venturers in the BGM Project, and the Vendor’s relationship with the Manager.
 
  (b)   The release in clause 9.3(a) does not apply to the extent that Claims, Losses and Legal Liabilities arise as a result of a breach of this agreement by the Vendor.

27.

 

9.4   Purchaser Affiliate release
  (a)   With effect from, and subject to, Completion, the Vendor releases (and shall procure that the Vendor Affiliates release) Newmont Boddington, NMC, NAL, the Manager and each Purchaser Affiliate from all Claims, Losses and Legal Liabilities that, but for this release, the Vendor (or any Vendor Affiliate) may have had or brought, or at any time in the future may have or bring, against Newmont Boddington, NMC, NAL, the Manager or any Purchaser Affiliate (whether solely or together with any other Joint Venturer or other person that holds or may hold any right, title or interest in or in relation to the Joint Venture) in connection with, or arising from, the Vendor’s BGM Interest, the Joint Venture, the BGM Project, any Project Agreement or Joint Venture Asset or otherwise in connection with, or arising from the Sale Interest or the relationship between the Vendor and Newmont Boddington as Joint Venturers in the BGM Project, and the Vendor’s relationship with the Manager.
 
  (b)   The release in clause 9.4(a) does not apply to the extent that Claims, Losses and Legal Liabilities arise as a result of a breach of this agreement by the Purchaser or any Purchaser Affiliate that is a party to this agreement.
9.5   Limitation on releases and Assumed Liabilities
  (a)   The Purchaser’s obligation to indemnify and hold harmless the Vendor and the Vendor Affiliates under clause 9.2, the assumption of the Assumed Liabilities under clause 9.1 and the release under clause 9.3 shall not apply to any Claim, Loss or Liability:
  (i)   to the extent that such Claim, Loss or Liability relates to or arises from:
  (A)   a breach of any of the Vendor Warranties;
 
  (B)   the Gross Negligence, wilful misconduct or fraud of the Vendor or any Vendor Affiliate;
 
  (C)   any dealing, activity or business outside the scope of the business conducted by the Joint Venture up to the date of this agreement; or
 
  (D)   an Excluded Contract.
  (b)   The Vendor’s obligation to release a Purchaser Affiliate under clause 9.4 shall not apply to any Claim, Loss or Liability to the extent that such Claim, Loss or Liability relates to or arises from:
  (i)   the Gross Negligence, wilful misconduct or fraud of the Purchaser or any Purchaser Affiliate; or
 
  (ii)   a breach of any of the Purchaser Warranties.
9.6   Claims procedure – Assumed Liabilities
 
    If a Claim is made by a third party against the Vendor or a Vendor Affiliate that gives rise or may give rise to an Assumed Liability:

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  (a)   (notice of Claims) The Vendor must give written notice of a Claim to the Purchaser (setting out in reasonable detail the fact, circumstance or matter giving rise to the Claim, any material documents relating to the Claim and, if applicable, the Vendor’s calculation of the loss suffered) as soon as reasonably practicable after the Vendor or the Vendor Affiliate becomes aware of the fact, circumstance or matter on which the Claim is based;
 
  (b)   (insurance) The Vendor must take, or must procure that the Vendor Affiliate take, commercially reasonable steps to enforce its rights of indemnity under any policy of insurance available to it in respect of the Claim and not compromise or settle any such rights without the prior written consent of the Purchaser (not to be unreasonably withheld or refused);
 
  (c)   (no admission) The Vendor or the Vendor Affiliate (as applicable) must not make any admission of liability, agreement or compromise with any person in relation to the Claim without first consulting with and obtaining the approval of the Purchaser (which approval must not be unreasonably withheld or delayed);
 
  (d)   (control) Provided the Purchaser admits in writing that the amount (if any) ultimately payable in respect of the Claim will be an Assumed Liability, the Purchaser shall, at its cost, have the right to take control of the conduct of the defence, settlement and compromise of any such Claim;
 
  (e)   (out of pocket expenses) The Purchaser must reimburse the Vendor and the Vendor Affiliates for their reasonable out of pocket expenses in complying with this clause including legal costs on a solicitor and client basis; and
 
  (f)   (credit) If, after the Purchaser has made any payment to the Vendor or the Vendor Affiliate under this clause, the Vendor or the Vendor Affiliate receives any benefit, recovery (including under any applicable insurance) or credit by reason of matters to which the Claim relates then the Vendor must repay to the Purchaser a sum corresponding to the amount of the payment or (if less) the amount of the benefit or credit.
9.7   No liability for consequential loss
 
    Under no circumstances will a party be liable to make any payment (whether by way of damages or otherwise) to any other party pursuant to this agreement or any Claim under or in respect of this agreement for any indirect or consequential loss, such as loss of profits, loss of opportunity or loss of reputation, however arising.
 
10.   ACQUISITION CONDITIONS
 
    With effect from Completion, the Purchaser will have title to and possession of the Sale Interest subject to the Permitted Encumbrances and:
  (a)   the terms and conditions of the Project Agreements and the Contracts;
 
  (b)   the terms and conditions of the instruments of title in respect of the Tenements; and
 
  (c)   the provisions of all relevant statutes, statutory regulations, by-laws and ordinances of any Government Agency having jurisdiction and Orders in Council.

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11.   ASSIGNMENT OF CONTRACTS
 
11.1   Identifying Contracts
 
    The Vendor and Purchaser shall meet in good faith as soon as practicable following execution of this agreement to identify all Contracts (not otherwise identified in the schedules to this agreement) for the purpose of transfer, assignment or novation by the Vendor to the Purchaser under and in accordance with this clause 11.
 
11.2   Assignment and assumption of Vendor’s interests in the Contracts
 
    Subject to Completion and this clause 11, the Vendor assigns and transfers to the Purchaser all the right, title and interest of the Vendor in or arising out of each Contract not dealt with in any of the schedules to this agreement, with effect from Completion. Subject to Completion and clause 9.1, the Purchaser assumes all of the obligations of the Vendor under each of the Contracts not dealt with in any of the schedules to this agreement, the benefit of which is duly assigned to or novated in favour of the Purchaser, and where possible, from Completion the Purchaser will assume responsibility for the performance of and comply with the terms of all those Contracts (including those which have not been assigned or novated or cannot be assigned or novated, or where consent to novate or assign is withheld).
 
11.3   Contracts
 
    The Vendor and the Purchaser must use reasonable endeavours to promptly execute a Deed of Assignment and Assumption (Other Contracts) (with such amendments as are necessary to comply with the requirements of the relevant Contract) with each of the other parties to each of the Contracts before Completion and to procure that the other party also does so. For the avoidance of doubt in respect of each such deed that is executed, that deed and not clause 11.2 will operate to effect a novation, assignment and transfer of the Vendor’s right title and interest in or arising under, and an assumption of the Vendor’s obligations under, the relevant Contract.
 
11.4   Notice to other parties
 
    The Vendor and the Purchaser must prior to Completion give a notice in such form as the Vendor and Purchaser may agree (acting reasonably) to the other parties to a Contract, where they, acting reasonably, agree that such notice is necessary or desirable.
 
11.5   Further action by Vendor
 
    If requested by the Purchaser, the Vendor must execute and deliver to the Purchaser all further documents, deeds and instruments and do all other things on its part which may be necessary to assign the Vendor’s benefit under any of the Contracts to the Purchaser absolutely or use its reasonable endeavours to procure a novation of the Vendor’s right, title and interest in or arising under, and obligations under, any of the Contracts in favour of the Purchaser (at the Purchaser’s election, exercised reasonably) with effect from Completion.

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11.6   Procure other parties
  (a)   The Vendor and the Purchaser must each use reasonable endeavours to procure any consent of a third party to an assignment of the Vendor’s benefit under, or novation of the Vendor’s right, title and interest in or arising under, and obligations under, a Contract which may be required.
 
  (b)   Subject to clause 11.6(a), but without prejudicing or limiting clause 11.7, the Purchaser acknowledges and agrees that it has no rights against the Vendor or Vendor Affiliates in relation to any requirement under the terms of any Contract to obtain any consent to assignment or novation or the consequences arising from such consent, assignment or novation not having been obtained by Completion or at all.
11.7   Benefit of Contracts
 
    If:
  (a)   for any reason a Deed of Assignment and Assumption (Other Contracts) (with such amendments as are necessary to comply with the requirements of the relevant Contract) has not been entered into by the date of Completion in relation to a Contract, and the benefit and burden of the Vendor under that Contract is not effectively assigned and assumed or novated under the document in the form of the documents set out in any other schedule to this agreement that is executed and delivered as required by this agreement, in the absence of arrangements to the contrary;
 
  (b)   the Vendor’s benefit under a Contract is not effectively assigned or novated at Completion or cannot be effectively assigned without the consent of the other party (including because the Contract does not allow the Purchaser to perform the terms of the Contract without the consent of the other party or the other party first agreeing to novate the Contract) and the party does not consent to the assignment or agree to novate the Contract by Completion; or
 
  (c)   a notice under clause 11.4 is not effective,
    then:
  (d)   the Vendor will hold its benefit under the Contract for and on behalf of the Purchaser and perform the Contract in accordance with the directions (provided a direction is not unlawful) of the Purchaser; and
 
  (e)   subject to the Vendor having complied in all material respects with its obligations under clause 11.7(d), without limiting clause 9.2, the Purchaser must defend, indemnify and hold the Vendor harmless against all Legal Liabilities, Losses and Claims directly or indirectly incurred or suffered by the Vendor in respect of that Contract that arise out of acts, omissions or events that occur after Completion.
    For the avoidance of doubt, clause 11.7(e) does not operate to indemnify any person against a Claim, Loss or Legal Liability:
  (f)   to the extent that it arises from the Gross Negligence, wilful misconduct or fraud of the Vendor or a Vendor Affiliate; or

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  (g)   in respect of a pending action, claim or proceeding against the Vendor or a Vendor Affiliate (excluding an action, claim or proceeding in common with the other Joint Venturer) only if the Vendor or the Vendor Affiliate has not complied with clause 9.6 applied mutatis mutandis.
12.   PERFORMANCE BONDS, GUARANTEES AND APPLICATIONS
 
12.1   Performance Bonds
  (a)   The Purchaser must replace each Performance Bond to the extent the Performance Bond has been provided by or on behalf of the Vendor promptly after Completion, but in any event, no later than 10 Business Days after the Completion Date.
 
  (b)   The Purchaser must use its reasonable endeavours to ensure that the Vendor’s share of each Performance Bond in place as at the Completion Date is refunded or released to the Vendor as soon as possible following the Completion Date.
 
  (c)   The Vendor must maintain the Performance Bonds in full force and effect until replaced in accordance with clause 12.1(a).
 
  (d)   If the Purchaser fails to provide the Vendor with replacements for the Performance Bonds within 12 Business Days of the Completion Date (or such other period agreed by the parties in writing) the Purchaser will reimburse the Vendor’s reasonable costs and expenses associated with maintaining the Performance Bonds from the expiry of that period until such time as the Performance Bonds are replaced.
12.2   Vendor Group Guarantees
  (a)   As soon as practicable after either the Vendor or the Purchaser actually becomes aware (whether before, on or after Completion) of the existence of any Vendor Group Guarantee, that party must give notice to the other party of the existence of such Vendor Group Guarantee and provide:
  (i)   a copy of the relevant documents evidencing a Vendor Group Guarantee; and
 
  (ii)   a copy of any document or agreement giving rise to the requirement to provide such Vendor Group Guarantee.
  (b)   If the Purchaser or Vendor (as the case may be) so requests, the other party must promptly provide to the first named party any additional information regarding the requirement to provide the relevant Vendor Group Guarantee as may be available to the other party.
 
  (c)   If the Vendor Group Guarantee is given together with a Newmont Boddington guarantee, then the Purchaser and Vendor must use reasonable endeavours to obtain the release, with effect from Completion or with effect from as soon as practicably possible after Completion, of each member of the Vendor Group from Liability under any Vendor Group Guarantee.

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  (d)   If the Vendor and Purchaser are unable to obtain the release of a member of the Vendor Group from Liability under a Vendor Group Guarantee that has been given together with a Newmont Boddington guarantee on or from Completion:
  (i)   the Purchaser will indemnify such member against any Liability arising directly or indirectly under the Vendor Group Guarantee; and
 
  (ii)   the Purchaser will continue to use reasonable endeavours to obtain, as soon as practicably possible after Completion, the release of each member of the Vendor Group from Liability under any Vendor Group Guarantee.
  (e)   For the purposes of this clause 12.2, ‘reasonable endeavours’ includes the Purchaser or (at the request of the relevant third party) another Purchaser Affiliate providing the relevant third party with a replacement guarantee or security on the same or substantially the same terms as the existing Vendor Group Guarantee.
12.3   Applications
  (a)   Without limiting any other obligation under this agreement, with effect from Completion until the grant of the Applications, the Purchaser must comply, at its cost, with any applicable law and the proper requirements of Government Agencies in connection with the Applications.
 
  (b)   As between the Vendor and the Purchaser, the Purchaser will, following Completion, to the maximum extent legally permissible have responsibility for (at its own cost and expense) all aspects of the processing and grant of the Applications. The parties will agree a form of power of attorney from the Vendor in favour of the Purchaser to facilitate (to the extent required) the Purchaser’s responsibility for the processing and grant of the Applications.
 
  (c)   The Purchaser must reimburse the Vendor for all proper and reasonable out of pocket costs and expenses incurred by the Vendor under this clause after Completion as a result of the Vendor taking any action in respect of the Applications in accordance with the directions or instructions of the Purchaser.
 
  (d)   On the grant of any tenement pursuant to an Application, the Purchaser must promptly lodge the relevant transfer provided at Completion with respect to such tenement, and must bear and pay all stamp duty, registration fees or other fees and duties payable in respect of a transfer and its lodgement and registration.
 
  (e)   Without limiting any other indemnity in this agreement, with effect from Completion the Purchaser indemnifies and agrees to hold harmless the Vendor from and against all Liability which may arise or be incurred or sustained by the Vendor from or in connection with the Applications or any tenements granted pursuant to the Applications, and any action taken by the Vendor in respect of the Applications upon the direction or instruction of the Purchaser under this agreement.
 
  (f)   Notwithstanding any other provision of this clause 12.3, the Vendor will not be required to comply with any direction of the Purchaser under this clause which would breach any applicable law or regulation or the requirements of any

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      Government Agency or which would be unreasonable taking into account all of the circumstances.
13.   WARRANTIES
 
13.1   Vendor Warranties
 
    The Vendor represents and warrants in favour of the Purchaser that as at the date of this agreement and the Completion Date:
  (a)   (status) it is a company limited by shares under the Corporations Act and it is not subject to an Insolvency Event;
 
  (b)   (power) it has full legal capacity and power to:
  (i)   own its property and to carry on its business; and
 
  (ii)   enter into this agreement and to carry out the transactions that this agreement contemplates;
  (c)   (corporate authority) it has taken all corporate action that is necessary to authorise its entry into this agreement and its carrying out of the transactions that this agreement contemplates;
 
  (d)   (Authorisations) it holds each Authorisation that is necessary to:
  (i)   enable it to properly execute this agreement and, subject to clause 3, to carry out the transactions that this agreement contemplates;
 
  (ii)   ensure that this agreement is legal, valid, binding and admissible in evidence (subject to any required stamping and registration); and
 
  (iii)   enable it to properly carry on its business,
      and it is complying with any conditions to which any of these Authorisations is subject and it will provide the Purchaser with evidence of all Authorisations as reasonably requested to do so by the Purchaser;
 
  (e)   (documents effective) this agreement constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms (except to the extent limited by equitable principles and laws affecting creditors’ rights generally), subject to any necessary stamping or registration;
 
  (f)   (no contravention) neither its execution of this agreement nor the carrying out by it of the transactions that this agreement contemplates, does or will:
  (i)   contravene any law to which it or any of its property is subject or any order of any Government Agency that is binding on it or any of its property;
 
  (ii)   contravene any Authorisation;

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  (iii)   contravene any undertaking or instrument binding on it or any of its property; or
 
  (iv)   contravene its constitution;
  (g)   (no dispute, litigation or process) there is no dispute, litigation, arbitration, mediation, conciliation or administrative proceeding, writ of execution or other process of any court, taking place, pending, or threatened which could reasonably be expected to affect the Sale Interest, other than any which affects the Proportionate Shares of all of the Joint Venturers;
 
  (h)   (holder of Sale Interest) it is the sole legal and beneficial holder of the whole of the Sale Interest (recognising that, in respect of certain constituent assets that comprise the Sale Interest, it may only be beneficial owner where the legal title to that constituent asset is held by the Manager or another Joint Venturer);
 
  (i)   (compliance with obligations) it has complied with all of its material obligations under the Project Agreements and Contracts;
 
  (j)   (no withdrawal from Contracts) other than as may be said to arise by reason of the Vendor entering into and performing its obligations under this agreement, the Vendor has not withdrawn, or given notice that it intends to withdraw, from any of the Project Agreements or Contracts;
 
  (k)   (transfer of Sale Interest) the Sale Interest is not subject to any Encumbrance or any agreement, option, royalty, interest or right of any kind (including a right that is conditional, contingent or that may arise in the future) except for the Permitted Encumbrances;
 
  (l)   (no knowledge) the Vendor is not aware after due enquiry of any fact or matter which would affect the good standing of the Tenements or the Sale Interest;
 
  (m)   (Project Agreements binding) to the best of the Vendor’s knowledge and belief the Project Agreements remain valid and binding on it and the Vendor is not aware of any material breach or threatened material breach by it of any of the Project Agreements; and
 
  (n)   (third party interests) no third party has any right, title or interest (including rights of first refusal or pre-emptive rights) in:
  (i)   the whole or a percentage of the Sale Interest (recognising that, in respect of certain Joint Venture Assets, there are Permitted Encumbrances); or
 
  (ii)   the Vendor’s interest in the Subleases.
13.1A   AngloGold Ashanti warranties
 
    AngloGold Ashanti represents and warrants in favour of the Purchaser that as at the date of this agreement and the Completion Date:
  (a)   (status) it is a company validly incorporated in its place of incorporation and it is not subject to an Insolvency Event;

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  (b)   (power) it has full legal capacity and power to:
  (i)   own its property and to carry on its business; and
 
  (ii)   enter into this agreement and to carry out the transactions that this agreement contemplates;
  (c)   (corporate authority) it has taken all corporate action that is necessary to authorise its entry into this agreement and its carrying out of the transactions that this agreement contemplates;
 
  (d)   (Authorisations) it holds each Authorisation that is necessary to:
  (i)   enable it to properly execute this agreement and, subject to clause 3, to perform the obligations expressed to be imposed on it;
 
  (ii)   ensure that this agreement is legal, valid, binding and admissible in evidence (subject to any required stamping and registration); and
 
  (iii)   enable it to properly carry on its business,
      and it is complying with any conditions to which any of these Authorisations is subject and it will provide the Purchaser with evidence of all Authorisations as reasonably requested to do so by the Purchaser;
 
  (e)   (documents effective) this agreement constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms (except to the extent limited by equitable principles and laws affecting creditors’ rights generally), subject to any necessary stamping or registration;
 
  (f)   (no contravention) neither its execution of this agreement nor the carrying out by it of the transactions that this agreement contemplates, does or will:
  (i)   contravene any law to which it or any of its property is subject or any order of any Government Agency that is binding on it or any of its property;
 
  (ii)   contravene any Authorisation;
 
  (iii)   contravene any undertaking or instrument binding on it or any of its property; or
 
  (iv)   contravene its constitution.
13.2   Continuing warranties
 
    Each of the Vendor Warranties and the Purchaser Warranties is made on the date of this agreement and is repeated as at the Completion Date (except for the representation and warranty in clause 13.5 and where expressly provided otherwise) and shall remain in full force notwithstanding Completion, subject to clauses 13.3 and 13.6.

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13.3   Limitation on representations
  (a)   Each of the Purchaser, Newmont Boddington, NMC, NAL and the Manager acknowledges and agrees that:
  (i)   except as expressly set out in this agreement, neither the Vendor, the Vendor Affiliates, nor any person acting on behalf of or associated with the Vendor has made any representation, given any advice or given any warranty or undertaking, promise or forecast of any kind in relation to the Sale Interest, or this agreement;
 
  (ii)   without limiting paragraph (i), no representation, no advice, no warranty, no undertaking, no promise and no forecast is given in relation to:
  (A)   any economic, fiscal or other interpretations or evaluations by the Vendor or any person acting on behalf of or associated with the Vendor or any other person;
 
  (B)   future matters, including future or forecast costs, prices, revenues or profits (including in relation to reserves and resources);
 
  (C)   the principles to be applied by the Department, the ACCC or their successor(s) or other Governmental Agencies with respect to the regulation of the gold mining and exploration industry or any part of it and, in particular, matters affecting revenue, prices, charges and service levels; or
 
  (D)   the regulation of the exploration and mining industry (including any act or omission by the Department, the ACCC or any other Governmental Agency) and other Western Australian or national industries (and the relationship of such other industry regulation to the regulation of the gold mining and exploration industry).
  (b)   To the extent permitted by law, each of the Purchaser, the Manager, Newmont Boddington, NAL and NMC releases the Vendor and each Vendor Affiliate from, and agrees not to make and waives any right it might have to make, any Claim against the Vendor and each Vendor Affiliate in relation to anything referred to in clause 13.3(a) and will procure that each other Purchaser Affiliate so releases and agrees not to make and waive all such Claims, provided that nothing in this clause has the effect of releasing the Vendor from any Liability for breach of a Vendor Warranty or any other express Liability of the Vendor under this agreement.
13.4   Purchaser’s and Purchaser Affiliates’ warranties
 
    Each of the Purchaser, NMC, NAL, Newmont Boddington and the Manager represents and warrants in favour of the Vendor that as at the date of this agreement and as at the Completion Date:
  (a)   (status) it is a company validly incorporated in its place of incorporation and it is not subject to an Insolvency Event;
 
  (b)   (power) it has full legal capacity and power to:

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  (i)   own its property and to carry on its business; and
 
  (ii)   enter into this agreement and to carry out the transactions that this agreement contemplates;
  (c)   (corporate authority) it has taken all corporate action that is necessary or desirable to authorise its entry into this agreement and its carrying out of the transactions that this agreement contemplates;
 
  (d)   (Authorisations) subject to clause 3, it holds each Authorisation that is necessary to:
  (i)   enable it to properly execute this agreement and to carry out the transactions that this agreement contemplates;
 
  (ii)   ensure that this agreement is legal, valid, binding and, subject to applicable stamp duty, admissible in evidence; or
 
  (iii)   enable it to properly carry on its business,
      and it is complying with any conditions to which any of these Authorisations is subject;
  (e)   (keep Authorisations in good standing) it will:
  (i)   use its best endeavours to obtain and keep in good standing all Authorisations required by law to:
  (A)   perform all of its obligations under this agreement; and
 
  (B)   acquire and hold all rights and interests provided for it under this agreement; and
  (ii)   give the Vendor evidence of all Authorisations if requested by the Vendor;
  (f)   (documents effective) this agreement constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms (except to the extent limited by equitable principles and laws affecting creditors’ rights generally), subject to any necessary stamping or registration; and
 
  (g)   (no contravention) neither its execution of this agreement nor the carrying out by it of the transactions that this agreement contemplates, does or will:
  (i)   contravene any law to which it or any of its property is subject or any order of any Government Agency that is binding on it or any of its property;
 
  (ii)   contravene any Authorisation;
 
  (iii)   contravene any undertaking or instrument binding on it or any of its property; or
 
  (iv)   contravene its constitution or other constituent document.

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13.5   NMC – financing condition
 
    NMC represents and warrants (as at the date of this agreement) in favour of the Vendor that:
  (a)   as far as NMC is aware there has not occurred any event or circumstance that has resulted or could reasonably be expected to result in a material adverse change in the business, assets, operations or financial condition of NMC and its subsidiaries taken as a whole, except as disclosed in NMC’s Annual Report on Form 10-K for the year ended December 31, 2007, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 and in any Current Report on Form 8-K filed subsequent to September 30, 2008 but prior to the date of this agreement;
 
  (b)   NMC has delivered to the Vendor and AngloGold Ashanti a true and complete copy of the Commitment Letter;
 
  (c)   the Commitment Letter has not been amended or modified; and
 
  (d)   the commitments contained in the Commitment Letter have not been withdrawn or rescinded in any respect prior to the date of this agreement.
13.6   Claims for breach of warranty
  (a)   No one or more of the Vendor or any of the Purchaser, Newmont Boddington, NMC or the Manager (as the case may be) may make any Claim in respect of the Purchaser Warranties or the Vendor Warranties (as applicable) and there is no Liability to make any payment (whether by way of damages or otherwise) for any breach of any of the Vendor Warranties or any of the Purchaser Warranties (as applicable):
  (i)   to the extent that the Claim is based on any fact, matter or circumstance:
  (A)   provided for in this agreement or any Project Agreement;
  (B)   in the case of any Claim in respect of the Vendor Warranties other than the Vendor Title Warranties, within the actual knowledge of senior management of the Purchaser or a Purchaser Affiliate; or
 
  (C)  
  (I)   in the case of any Claim in respect of the Vendor Warranties other than the Vendor Title Warranties: (1) within the actual knowledge of senior management of the Manager, NMC, Newmont Boddington, NAL or another Purchaser Affiliate; (2) that senior management of the Manager should have reasonably known, having regard to the Manager’s standard of conduct under the Project Agreements; or (3) that senior management of Newmont Boddington should reasonably have known in its capacity as a Joint Venturer;

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  (II)   in the case of any Claim in respect of the Purchaser Warranties, within the actual knowledge of senior management of the Vendor or any Vendor Affiliate or that senior management of the Vendor should reasonably have known in its capacity as a Joint Venturer; or
  (III)   in the case of any Claim in respect of the Vendor Warranties in clauses 13.1(i) (compliance with obligations) and 13.1(j) (no withdrawal from Contracts), arising out of or relating to an act or omission of the Manager;
  (ii)   in the case of any Claim in respect of the Vendor Title Warranties, no Claim may be made in respect of any area of land which is subject to a sublease held by the Vendor before Completion and which, after Completion, becomes subject to any form of registered alternative tenure or similar right under the Mining Act, issued to or in favour of the Purchaser; and
 
  (iii)   in the case of any Claim in respect of the Vendor Warranties, other than the Vendor Title Warranties, or the Purchaser Warranties, if notice of the Claim under clause 13.6(e) is not given within 12 calendar months of the Completion Date.
  (b)   Despite any other provision of this agreement, the maximum aggregate amount that the Purchaser or any Purchaser Affiliate may recover from the Vendor (whether by way of damages or otherwise):
  (i)   under the Vendor Title Warranties, is the Relevant Sum determined as at the date on which notice of the relevant Claim is received by the Vendor (“Notice Date”); and
 
  (ii)   under the Vendor Warranties, other than the Vendor Title Warranties, is US$198,000,000,
      provided that the maximum amount recoverable under the Vendor Warranties (inclusive of the Vendor Title Warranties) must never exceed US$1,090,000,000.
  (c)   Despite any other provision of this agreement, the maximum aggregate amount that the Vendor or any Vendor Affiliate may recover from the Purchaser or a Purchaser Affiliate (whether by way of damages or otherwise) under the Purchaser Warranties is US$198,000,000.
 
      In this agreement, “Relevant Sum” means, at a Notice Date, the sum of:
  (A)   US$750,000,000;
 
  (B)   the component of the Post Completion Amount received from the Purchaser in cash as at the Notice Date (if any);
 
  (C)   the cash received by the Vendor from the sale of the Vendor NMC Shares as at the Notice Date less Registration Expenses (as that term is defined in schedule 5 (Resale Registration) paid by the Vendor or Vendor Affiliates;

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  (D)   the aggregate of the listed price of the Vendor NMC Shares not sold as at the Notice Date; and
 
  (E)   the sum of payments received pursuant to the Royalty by the Purchaser as at the Notice Date.
  (d)   No party is liable to make any payment (whether by way of damages or otherwise) for any breach of any Vendor Warranty or Purchaser Warranty (as applicable) if the amount finally adjudicated against that party or agreed in respect of the breach, or a series of breaches relating to the same or substantially similar facts, matters or circumstances or made in respect of the same Vendor Warranty or Purchaser Warranty (as applicable) is less than US$1,000,000.
 
  (e)   Each of the following applies in respect of this clause 13.6:
  (i)   (notice of Claims) The party making a Claim in respect of a Vendor Warranty or a Purchaser Warranty (as applicable) (the “Claimant”) must give written notice of a Claim to the party that gave the relevant representation or warranty (“Payor”) (setting out in reasonable detail the fact, circumstance or matter giving rise to the breach, the nature of the breach and the Claimant’s calculation of the Loss suffered) as soon as reasonably practicable after the Claimant becomes aware of the fact, circumstance or matter on which the Claim is based;
 
  (ii)   (insurance) The Claimant must take commercially reasonable steps to enforce its rights of indemnity under any policy of insurance available to it in respect of the Claim and not compromise or settle any such rights without the prior written consent of the Payor (not to be unreasonably withheld or refused);
 
  (iii)   (credit) If, after the Payor has made any payment to the Claimant under this clause, the Claimant receives any benefit, recovery (including under any applicable insurance) or credit by reason of matters to which the Claim relates then the Claimant must repay to the Payor a sum corresponding to the amount of the payment or (if less) the amount of the benefit or credit;
 
  (iv)   (Tax adjustment) If any payment to be made to the Claimant will be subject to any Tax, the Payor must gross up the amount paid so that the amount actually received by the Claimant, net of Tax, is equal to the amount it would have received had no Tax been payable by it in respect of the amount payable to it but for this clause 13.6(e)(iv);
 
  (v)   (change in law or interpretation) The Payor will not be liable to make any payment (whether by way of damages or otherwise) to the Claimant in respect of a Claim:
  (A)   where the breach is as a result of any legislation not in force at the date of this agreement including legislation which takes effect retrospectively;

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  (B)   where the breach is as a result of or in respect of a change in the judicial interpretation of the law in any jurisdiction after the date of this agreement; or
 
  (C)   where the breach is as a result of or in respect of a change in the administrative practice of any Governmental Agency after the date of this agreement including any change which takes effect retrospectively,
      provided that where such breach would result in a material breach of the Vendor Title Warranties, the Claimant shall, prior to Completion, have the right to terminate this agreement by written notice to the Payor and this agreement shall terminate as and from the date of such notice other than in respect of clauses 1 (Interpretation), 18 (Costs and Stamp Duty), 19 (Notices) and 21 (General).
13.7   Information affecting warranties
 
    If, during the Pre-Completion Period, a party becomes aware of any information, matter or thing which could reasonably be expected to materially adversely impact on the truth, accuracy or completeness of a warranty or representation given by it under this agreement or a warranty or representation given by another party under this agreement, that party must promptly notify the party or parties with the benefit of the warranty or that gave the warranty (as applicable) regarding that information.
 
14.   PAYMENTS
 
14.1   How payments must be made
 
    Each payment required to be made under this agreement must, in the absence of any other applicable provision in this agreement, be made as follows:
  (a)   by direct transfer of immediately available funds to the credit of the account that the Vendor or Purchaser (as the case requires) nominates at least 4 Business Days before the payment is due to be made; and
 
  (b)   without any set-off or counterclaim and (to the extent permitted by law) free and clear of, and without deduction or withholding for or on account of, any Taxes.
14.2   Interest on amounts due
 
    If any party fails to pay any amount payable by it under or in accordance with this agreement, that party must, if demand is made by the party entitled to the payment, pay simple interest on that amount from the due date for payment until that amount is paid in full at the rate per annum which is the sum of the Interest Rate on the date on which the payment was due, plus a margin of 5% per annum, calculated daily. The right to require payment of interest under this clause is without prejudice to any other rights the party entitled to the payment may have against the party obliged to make the payment at law or in equity or under this agreement.

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15.   DEFAULT
 
15.1   Parties’ right to terminate for breach
 
    If a party (“Defaulting Party”):
  (a)   breaches a material term of this agreement before Completion or one of the Vendor Warranties in clause 13.1 or one of the Purchaser Warranties in clause 13.4 is found or admitted to be untrue, inaccurate or not complied with in a material respect on or before Completion; and
 
  (b)   the Defaulting Party does not remedy that material breach or the circumstances giving rise to that warranty or representation being untrue, inaccurate or not complied with in a material respect (to the reasonable satisfaction of the Purchaser, where the Vendor is the Defaulting Party, or the Vendor, where the Purchaser, Newmont Boddington, the Manager or NMC is the Defaulting Party (in each case, the party giving notice of default being the “Relevant Party”)) within ten Business Days of the date the Relevant Party gives notice requiring the Defaulting Party to remedy that breach,
    then the Relevant Party may, without prejudice to any right or remedy available to it:
  (c)   terminate this agreement before Completion by notifying the Defaulting Party and each other party and sue the Defaulting Party for the loss of the benefit of this agreement; or
 
  (d)   seek specific performance of this agreement, in which case the Defaulting Party and the related bodies corporate of the Defaulting Party will not attempt to defeat that right by taking any steps in pursuance of a claim that damages would be an adequate remedy for the Relevant Party.
    If the period under this clause 15.1 during which a party may remedy a breach or circumstance giving rise to a warranty or representation being untrue, inaccurate or not complied with would extend past the End Date and/or the Completion Date then the End Date and/or the Completion Date (as applicable) shall be extended so as to expire on the Business Day following the expiry of that period.
 
15.2   Parties may elect to complete
 
    If a party is entitled to terminate this agreement pursuant to clause 15.1, the party may (at its absolute discretion) elect to complete this agreement without prejudice to any right or remedy that it may have against the Defaulting Party in respect of the circumstance giving rise to the right to terminate.
 
16.   GOODS AND SERVICES TAX
 
16.1   Interpretation
 
    Unless the context requires otherwise, terms defined in the GST Act have a corresponding meaning where used in this clause 16.

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16.2   Going concern
  (a)   The parties acknowledge and agree that:
  (i)   the sale and purchase of the Sale Interest under the terms and conditions of this agreement is the sale of a going concern for the purposes of the GST Act and to the understanding of the parties is accordingly GST-free;
 
  (ii)   under this agreement the Vendor supplies to the Purchaser all of the things that are necessary for the continued operation of the business conducted pursuant to the Sale Interest;
 
  (iii)   the Vendor warrants that it will carry on the enterprise conducted pursuant to the Sale Interest until the Completion Date;
 
  (iv)   the Vendor warrants that it is registered or required to be registered for GST and will remain so until the Completion Date; and
 
  (v)   the Vendor warrants that it is supplying all things necessary for the continued operation of the enterprise constituted by the Sale Interest.
  (b)   Notwithstanding clause 16.2(a), if the Commissioner of Taxation determines that the sale and purchase of the Sale Interest is subject to GST, the Vendor (as “Supplier”) may, in addition to the consideration payable for the supply, recover an additional amount on account of GST from the Purchaser (as “Recipient”), and:
  (i)   the Vendor must provide the Purchaser with a tax invoice; and
 
  (ii)   the Purchaser must pay to the Vendor an amount equal to the GST assessed on the Purchase Price and paid by the Vendor (and, to avoid doubt, but subject to clause 16.2(c), any fines, penalties or interest on the GST shall be the liability of the Purchaser).
  (c)   If any fines, penalties or interest are imposed or levied as a result of the failure by the Vendor to remit the GST amount in a timely manner after the Vendor’s receipt from the Purchaser of an amount equal to the GST, then any such fines, penalties or interest shall be the liability of the Vendor.
16.3   Party is member of GST group
 
    If a party is a member of a GST group, references to GST which the party must pay and to input tax credits to which the party is entitled include GST which the representative member of the GST group must pay and input tax credits to which the representative member is entitled.
 
16.4   GST exclusive amounts
 
    All amounts payable under or in connection with this agreement are exclusive of GST unless indicated otherwise.

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16.5   Payment of GST
 
    Subject to clause 16.2:
  (a)   a recipient of a taxable supply under or in connection with this agreement must pay to the supplier, in addition to the consideration for the taxable supply, an amount equal to any GST paid or payable by the supplier in respect of the taxable supply; and
 
  (b)   the recipient must make that payment to the supplier as and when the consideration or part of it is provided, except that the recipient need not pay unless and until the recipient has received a tax invoice (or an adjustment note) for that taxable supply.
16.6   Reimbursements
 
    Where a supplier incurs a cost or expense for which it may be reimbursed by, indemnified against, claim against or set-off against another party under this agreement, the amount to be paid or credited is the cost or expense (reduced by the input tax credit that the supplier is entitled to claim in relation to that cost or expense) plus the amount in relation to GST payable by the recipient as calculated under this clause 16.
 
16.7   Indemnities
  (a)   If a release or an indemnity under or in connection with this agreement gives rise to a liability to pay GST, the indemnified amount must include that GST.
 
  (b)   If a party has a claim under or in connection with this agreement whose amount depends on actual or estimated revenue or which is for a loss of revenue, revenue must be calculated without including any amount received or receivable as reimbursement for GST (whether that amount is separate or included as part of a larger amount).
17.   MATERIAL ADVERSE EFFECT
  (a)   The Purchaser may terminate this agreement by giving notice to the Vendor if, before Completion, any of the physical assets comprising the Joint Venture Assets are destroyed, lost or rendered unusable (whether or not insured), in whole or in part, so as to have a Material Adverse Effect.
 
  (b)   In this clause 17, “Material Adverse Effect” means a circumstance provided for in clause 17(a) which has or is reasonably likely to have a prejudicial or negative impact of a material nature, in the context of the transaction evidenced by this agreement, on the value of the Sale Interest, but excluding for the purposes of determining impact on the value of the Sale Interest any decrease in the value of the Sale Interest to the extent that it is attributable to:
  (i)   currency exchange rates;
 
  (ii)   the price of any Product, as that term is defined in the Joint Venture Agreement;
 
  (iii)   negative exploration results or re-evaluation of reserves or resources; and/or

45.

 

  (iv)   an event, matter or circumstance otherwise known to the Purchaser or a Purchaser Affiliate, prior to the date of this agreement.
  (c)   If the Purchaser terminates this agreement under clause 17(a), that termination shall be the Purchaser’s sole remedy in relation to events or circumstances giving rise to the Purchaser’s right to so terminate but that termination shall not prejudice the continued force and effect of any provision of this agreement which is expressly or by implication provided to continue after termination of this agreement.
18.   COSTS AND STAMP DUTY
 
18.1   Costs and Taxes generally
 
    Except to the extent specified in clause 18.2, each party must bear and is responsible for its own costs in connection with the preparation, execution, completion and carrying into effect of this agreement and all taxes imposed on it arising out of or in any way connected with this agreement or the transactions it contemplates.
 
18.2   Stamp duty and registration fees
 
    The Purchaser must bear and is responsible for, and must indemnify and keep indemnified the Vendor against, all stamp duty (together with any related interest, penalty, fine and expense) and registration fees payable on or in respect of or as a consequence of:
  (a)   this agreement; and
 
  (b)   any instrument, document, agreement, deed or transaction contemplated in or necessary to give effect to this agreement.
19.   NOTICES
 
19.1   Method of giving notices
 
    A notice, consent, approval or other communication required or permitted to be given by one party to another under this agreement must be given in writing and signed by or on behalf of the person giving it, addressed to the person to whom it is given and:
  (a)   delivered to that party’s address; or
 
  (b)   transmitted by fax to that party’s address.
19.2   Time of receipt
 
    A notice given to a party in accordance with this clause is treated as having been given and received:
  (a)   if delivered to a party’s address, on the day of delivery if a Business Day, otherwise on the next Business Day; or
 
  (b)   if transmitted by fax to a party’s address and a correct and complete transmission report is received, on the day of transmission if a Business Day, otherwise on the next Business Day.

46.

 

19.3   Address of parties
 
    For the purposes of this clause 19, the address of a party is the address set out below or another address of which that party may from time to time give notice to each other party:
         
    Vendor and AngloGold Ashanti:
 
  Address:   Level 13, St Martins Tower, 44 St Georges Terrace
 
      Perth WA 6000
 
  Fax:   +618 9425 4650 
 
  Attention:   Company Secretary
 
        
    Purchaser, Newmont Boddington, Manager and NAL:
 
  Address:   Level 1, 388 Hay Street, Subiaco WA 6008
 
  Fax:   +61-8-9423-6176 
 
  Attention:   Company Secretary
 
        
 
  NMC:    
 
  Address:   6363 South Fiddler’s Green Circle
 
      Greenwood Village, Colorado, 80111 USA
 
  Fax:   +1-303-837-5810 
 
  Attention:   General Counsel
20.   NMC AND NAL GUARANTEES
 
20.1   NMC
  (a)   In consideration of, amongst other things, the release in favour of NMC in clause 9.4, NMC unconditionally and irrevocably guarantees to the Vendor:
  (i)   the due and punctual payment by the Purchaser of the Cash Completion Amount, the Post Completion Amount and the Royalty, to the extent such amounts become payable hereunder (“Guaranteed Moneys”); and
 
  (ii)   the performance by the Purchaser of its obligations in clauses 7.2, 8.1 and 8.2 of the Royalty Deed.
  (b)   As a separate, independent and additional covenant in respect of which NMC shall be bound as principal and not as surety, NMC agrees that if the Purchaser, for any reason:
  (i)   fails to pay any of the Guaranteed Moneys when expressed to be due by this agreement, NMC will pay the moneys not paid by the Purchaser on demand by the Vendor; or
 
  (ii)   fails to perform the obligations in clauses 7.2, 8.1 and 8.2 of the Royalty Deed, NMC will perform that obligation or indemnify the Vendor or Vendor Affiliate in respect of any Liability incurred by the Vendor or Vendor Affiliate arising as a result of the failure to perform that obligation but so that NMC shall not be liable for an amount greater than the Purchaser would have been liable for had that obligation been enforceable against the Purchaser.

47.

 

  (c)   NMC’s obligations under this clause 20.1(a) remain in full force and effect in respect of the Guaranteed Moneys until all of the Guaranteed Moneys have been paid in full and in respect of the obligations in clauses 7.2, 8.1 and 8.2 of the Royalty Deed while the Royalty continues to be payable. They will not be abated, suspended, abrogated, varied or affected by any matter or thing whatsoever including:
  (i)   the Vendor granting to the Purchaser any waiver, concession or other indulgence in respect of the performance of any obligation;
 
  (ii)   the Vendor delaying or postponing the exercise of any right, power or remedy conferred upon the Vendor;
 
  (iii)   any variation in the respective obligations and liabilities of the Purchaser and the Vendor under this agreement whether made with or without the knowledge or consent of NMC and whether or not to NMC’s prejudice or detriment;
 
  (iv)   any of the obligations of the Purchaser under this agreement connected with the Guaranteed Moneys being invalid, void, voidable or unenforceable for any reason whatsoever; and
 
  (v)   any other matter, event, thing or occurrence which results in prejudice or detriment to NMC or which but for this clause would have abated, suspended, abrogated, varied or detrimentally affected NMC’s liability under this agreement.
  (d)   The Vendor shall not be bound to pursue any claims or to exercise any remedy against the Purchaser or any other person before making any claim or demand or otherwise exercising its rights under this clause 20.1.
 
  (e)   At any time while any of the Guaranteed Moneys remain unpaid, NMC must:
  (i)   not either directly or indirectly prove in, claim or receive the benefit of any distribution, dividend or payment arising out of or relating to, the liquidation of the Purchaser in respect of any amount paid by NMC under this clause 20.1(a);
 
  (ii)   not raise a set-off or counterclaim available to it or the Purchaser against the Vendor in reduction of its liability under this clause 20.1(a);
 
  (iii)   not make a claim or enforce a right against the Purchaser or its property, in respect of any amount paid by NMC under this clause 20.1(a);
 
  (iv)   if required by the Vendor prove in any liquidation of the Purchaser for all amounts paid by NMC under this clause 20.1(a); and
 
  (v)   hold all amounts recovered by NMC from the liquidation of the Purchaser on account of amounts paid by NMC under this clause 20.1(a) in trust for the Vendor to the extent of any unsatisfied liability of NMC under this clause 20.1(a).

48.

 

20.2   NAL
  (a)   In consideration of, amongst other things, the release in favour of NAL in clause 9.4, NAL unconditionally and irrevocably guarantees to the Vendor the due and punctual performance by the Purchaser of all obligations under this agreement and the deeds or agreements scheduled to this agreement, other than the obligations on the Purchaser to pay Guaranteed Moneys the subject of clause 20.1 (the “Relevant Obligations”).
 
  (b)   As a separate, independent and additional covenant in respect of which NAL shall be bound as principal and not as surety, NAL agrees that if the Purchaser, for any reason, fails to perform the Relevant Obligations, NAL will perform the Relevant Obligations or indemnify the Vendor or Vendor Affiliate in respect of any Liability incurred by the Vendor or Vendor Affiliate arising as a result of the failure to perform the Relevant Obligations but so that NAL shall not be liable for an amount greater than the Purchaser would have been liable for had the Relevant Obligations been enforceable against the Purchaser.
 
  (c)   NAL’s obligations under this clause 20.2 remain in full force and effect until all of the Relevant Obligations have been discharged and performed in full. They will not be abated, suspended, abrogated, varied or affected by any matter or thing whatsoever including:
  (i)   the Vendor granting to the Purchaser any waiver, concession or other indulgence in respect of the performance of any obligation;
 
  (ii)   the Vendor delaying or postponing the exercise of any right, power or remedy conferred upon the Vendor;
 
  (iii)   any variation in the respective obligations and liabilities of the Purchaser and the Vendor under this agreement whether made with or without the knowledge or consent of NAL and whether or not to NAL’s prejudice or detriment;
 
  (iv)   any of the Relevant Obligations of the Purchaser under this agreement being invalid, void, voidable or unenforceable for any reason whatsoever; and
 
  (v)   any other matter, event, thing or occurrence which results in prejudice or detriment to NAL or which but for this clause would have abated, suspended, abrogated, varied or detrimentally affected NAL’s liability under this agreement.
  (d)   The Vendor shall not be bound to pursue any claims or to exercise any remedy against the Purchaser or any other person before making any claim or demand or otherwise exercising its rights under this clause 20.2.
 
  (e)   At any time while any of the Relevant Obligations remain undischarged or unperformed, NAL must:
  (i)   not either directly or indirectly prove in, claim or receive the benefit of any distribution, dividend or payment arising out of or relating to, the liquidation

49.

 

      of the Purchaser in respect of any amount paid by NAL under this clause 20.2;
  (ii)   not raise a set-off or counterclaim available to it or the Purchaser against the Vendor in reduction of its liability under this clause 20.2;
 
  (iii)   not make a claim or enforce a right against the Purchaser or its property, in respect of any amount paid by NAL under this clause 20.2;
 
  (iv)   if required by the Vendor prove in any liquidation of the Purchaser for all amounts paid by NAL under this clause 20.2; and
 
  (v)   hold all amounts recovered by NAL from the liquidation of the Purchaser on account of amounts paid by NAL under this clause 20.2 in trust for the Vendor to the extent of any unsatisfied liability of NAL under this clause 20.2.
21.   GENERAL
 
21.1   Consents
 
    Where this agreement contemplates that a party may agree or consent to something (however it is described), the party may:
  (a)   agree or consent, or not agree or consent, in its absolute discretion; and
 
  (b)   agree or consent subject to conditions,
    unless this agreement expressly contemplates otherwise.
 
21.2   No merger
 
    Any rights and obligations of the parties under this agreement which are expressed to operate or may have effect upon or after Completion or have not been fulfilled in whole or in part by Completion, as the case may be, do not merge on Completion, but remain in full force and effect.
 
21.3   Waiver
 
    The non-exercise of or delay in exercising any power or right of a party does not operate as a waiver of that power or right, nor does any single exercise of a power or right preclude any other or further exercise of it or the exercise of any other power or right. A power or right may only be waived in writing, signed by the party to be bound by the waiver.
 
21.4   Confidentiality
  (a)   A party may disclose this agreement to third parties.
 
  (b)   Each of the Vendor and the Purchaser shall consult with the other in relation to any proposed press release or public announcement by the other party or a Purchaser Affiliate or a Vendor Affiliate (as applicable) in relation to this agreement or the transactions contemplated by this agreement. The parties shall use their respective

50.

 

      reasonable endeavours to agree on the terms of any such proposed releases or announcements. If such agreement is not obtained, then each party may make such press announcements or releases as required by law or the rules of any stock exchange. No party may unreasonably withhold or delay its agreement under this clause.
  (c)   The Vendor will comply with the terms and conditions of clause 21 of the Joint Venture Agreement after Completion as if it were a Joint Venturer, provided that to the extent that the relevant terms or conditions of the Joint Venture Agreement are inconsistent with any term or condition of this agreement, the term or condition of this agreement will prevail to the extent of the inconsistency.
21.5   Amendment
 
    This agreement may only be amended or supplemented in writing, signed by the parties. 21.6 No assignment
 
    No party to this agreement may assign or purport to assign its rights or obligations under this agreement without the prior written consent of the other party, which consent may be withheld for any reason.
 
21.7   Severability
 
    Any provision in this agreement which is invalid or unenforceable in any jurisdiction is to be read down for the purposes of that jurisdiction, if possible, so as to be valid and enforceable, and is otherwise capable of being severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions of this agreement or affecting the validity or enforceability of that provision in any other jurisdiction.
 
21.8   Counterparts
 
    This agreement may be executed in any number of counterparts and all of those counterparts taken together constitute one and the same instrument.
 
21.9   Further assurances
 
    Each party must do, sign, execute and deliver and must procure that each of its employees and agents does, signs, executes and delivers, all deeds, agreements, instruments and acts reasonably required of it or them by notice from another party to effectively carry out and give full effect to this agreement and the rights and obligations of the parties under it. The exchange of executed counterparts of this agreement by facsimile or electronic mail of a scanned executed original of this agreement shall be as effective in all respects as the physical exchange of originally executed hard copy counterparts of this agreement.
 
21.10   No amendment of Project Agreements
 
    Nothing in this agreement shall operate or be construed to operate to vary or amend in any way any provision of any of the Project Agreements.

51.

 

21.11   Entire agreement
 
    This agreement is the entire agreement of the parties on the subject matter. The only enforceable obligations and liabilities of the parties in relation to the subject matter are those that arise out of this agreement. All representations, communications and prior agreements in relation to the subject matter are merged in and superseded by this agreement.
 
21.12   Attorneys
 
    Each person who executes this agreement on behalf of a party under a power of attorney declares that he or she is not aware of any fact or circumstance that might affect his or her authority to do so under that power of attorney.
 
22.   LAW AND JURISDICTION
 
22.1   Governing law
 
    This agreement is governed by the laws applying in the State of Western Australia except for matters set forth in schedule 5 which shall be governed by the laws of New York.
 
22.2   Submission to jurisdiction
 
    Except as otherwise provided in schedule 5, the parties submit to the non-exclusive jurisdiction of the courts of Western Australia and any courts which may hear appeals from those courts in respect of any proceedings in connection with this agreement.

52.

 

Schedule 1
TENEMENTS

 

 

JOINT VENTURE TENEMENTS
PART A – BGM Tenements for which Vendor is a registered holder
                     
    Tenement       Date       Application
Type   Number   Registered Holder   Granted   Date Expiry   Date
E
  70/2149   AngloGold Ashanti Australia Ltd
Newcrest Operations Ltd
Newmont Boddington Pty Ltd   		          7/12/1998
E
  70/2336   AngloGold Ashanti Australia Ltd
Newcrest Operations Ltd
Newmont Boddington Pty Ltd   		          25/05/2000
E
  70/2550   AngloGold Ashanti Australia Ltd
Newcrest Operations Ltd
Newmont Boddington Pty Ltd   		          11/10/2002
G
  70/0215   AngloGold Ashanti Australia Ltd
Newcrest Operations Ltd
Newmont Boddington Pty Ltd   		          13/05/2005
G 
  70/218   AngloGold Ashanti Australia Ltd
Newmont Boddington Pty Ltd 		  16/08/2006   15/08/2027    
G 
  70/219   AngloGold Ashanti Australia Ltd
Newmont Boddington Pty Ltd 		  13/12/2006   12/12/2027    
G 
  70/222   AngloGold Ashanti Australia Ltd
Newmont Boddington Pty Ltd   		          13/04/2006
L
  70/0028   AngloGold Ashanti Australia Ltd
Newmont Boddington Pty Ltd 		  4/11/1993   3/11/2013    
L 
  70/0095   AngloGold Ashanti Australia Ltd
Newmont Boddington Pty Ltd 		  5/05/2006   4/05/2027    
L 
  70/0096   AngloGold Ashanti Australia Ltd
Newmont Boddington Pty Ltd 		  10/11/2006   9/11/2027    
M
  70/0731   AngloGold Ashanti Australia Ltd
Newmont Boddington Pty Ltd 		  26/01/1993   25/01/2014    
M
  70/0944   AngloGold Ashanti Australia Ltd
Newmont Boddington Pty Ltd 		  5/12/1996   4/12/2017    
M
  70/0945   AngloGold Ashanti Australia Ltd
Newmont Boddington Pty Ltd 		  5/12/1996   4/12/2017    
M
  70/0946   AngloGold Ashanti Australia Ltd
Newmont Boddington Pty Ltd 		  5/12/1996   4/12/2017    
M
  70/0947   AngloGold Ashanti Australia Ltd
Newmont Boddington Pty Ltd 		  5/12/1996   4/12/2017    
M
  70/0948   AngloGold Ashanti Australia Ltd
Newmont Boddington Pty Ltd 		  5/12/1996   4/12/2017    
M
  70/0949   AngloGold Ashanti Australia Ltd
Newmont Boddington Pty Ltd 		  5/12/1996   4/12/2017    
M
  70/0950   AngloGold Ashanti Australia Ltd
Newmont Boddington Pty Ltd 		  5/12/1996   4/12/2017    
M
  70/0951   AngloGold Ashanti Australia Ltd
Newmont Boddington Pty Ltd 		  5/12/1996   4/12/2017    
M
  70/0952   AngloGold Ashanti Australia Ltd
Newmont Boddington Pty Ltd 		  5/12/1996   4/12/2017    
 
M
  70/0953   AngloGold Ashanti Australia Ltd
Newmont Boddington Pty Ltd 		  5/12/1996   4/12/2017    
 
M
  70/0954   AngloGold Ashanti Australia Ltd
Newmont Boddington Pty Ltd 		  5/12/1996   4/12/2017    
M
  70/0955   AngloGold Ashanti Australia Ltd
Newmont Boddington Pty Ltd 		  5/12/1996   4/12/2017    

 

 

                     
    Tenement       Date       Application
Type   Number   Registered Holder   Granted   Date Expiry   Date
M
  70/0981   AngloGold Ashanti Australia Ltd
Newmont Boddington Pty Ltd 		  3/09/1997   2/09/2018    
M
  70/1031   AngloGold Ashanti Australia Ltd
Newmont Boddington Pty Ltd 		  11/10/1999   10/10/2020    
M
  264SA   AngloGold Ashanti Australia Ltd
Newmont Boddington Pty Ltd 		  1/08/1988   31/07/2009    
ML
  70/0662   AngloGold Ashanti Australia Ltd
Newmont Boddington Pty Ltd 		  1/01/2002   31/12/2022    
ML
  70/0663   AngloGold Ashanti Australia Ltd
Newmont Boddington Pty Ltd 		  1/01/2002   31/12/2022    
ML
  70/0699   AngloGold Ashanti Australia Ltd
Newmont Boddington Pty Ltd 		  1/01/1989   31/12/2009    
ML
  70/0751   AngloGold Ashanti Australia Ltd
Newmont Boddington Pty Ltd 		  1/01/2002   31/12/2022    
ML
  70/0752   AngloGold Ashanti Australia Ltd
Newmont Boddington Pty Ltd 		  1/01/2002   31/12/2022    
ML
  70/0753   AngloGold Ashanti Australia Ltd
Newmont Boddington Pty Ltd 		  1/01/2002   31/12/2022    
PART B – Other BGM Tenements
                     
    Tenement       Date       Application
Type   Number   Registered Holder   Granted   Date Expiry   Date
E
  70/0139   Hedges Gold Pty Ltd   18/06/1999   17/06/2004    
E
  70/0710   Billiton Aluminium (RAA) Pty Ltd
Billiton Aluminium (Worsley) Pty Ltd
Sojitz Alumina Pty Ltd
Japan Alumina Associates (Australia) Pty Ltd 		  16/01/1989   15/01/1997      
E
  70/1148   Hedges Gold Pty Ltd   18/10/1993   17/10/2005      
E
  70/1965   Hedges Gold Pty Ltd   5/10/1998   4/10/2009      
E
  70/2562   Hedges Gold Pty Ltd           2/12/2002
G
  70/220   Hedges Gold Pty Ltd           9/02/2006
M
  70/0018   Reynolds Australia Alumina Ltd
The Shell Company of Australia Ltd
BHP Minerals Pty Ltd
Japan Alumina Associates (Australia) Pty Ltd 		          8/04/1983
M
  70/0019   Reynolds Australia Alumina Ltd
The Shell Company of Australia Ltd
BHP Minerals Pty Ltd
Japan Alumina Associates (Australia) Pty Ltd 		          8/04/1983
M
  70/0021   Billiton Aluminium (RAA) Pty Ltd
Billiton Aluminium (Worsley) Pty Ltd
Sojitz Alumina Pty Ltd
Japan Alumina Associates (Australia) Pty Ltd 		  9/04/1986   8/04/2028      
M
  70/0022   Billiton Aluminium (RAA) Pty Ltd
Billiton Aluminium (Worsley) Pty Ltd
Sojitz Alumina Pty Ltd
Japan Alumina Associates (Australia) Pty Ltd 		  9/04/1986   8/04/2028      
M
  70/0023   Billiton Aluminium (RAA) Pty Ltd
Billiton Aluminium (Worsley) Pty Ltd
Sojitz Alumina Pty Ltd
Japan Alumina Associates (Australia) Pty Ltd 		  9/04/1986   8/04/2028      
M
  70/0024   Billiton Aluminium (RAA) Pty Ltd
Billiton Aluminium (Worsley) Pty Ltd
Sojitz Alumina Pty Ltd
Japan Alumina Associates (Australia) Pty Ltd 		  9/04/1986   8/04/2028      
M
  70/0025   Billiton Aluminium (RAA) Pty Ltd
Billiton Aluminium (Worsley) Pty Ltd
Sojitz Alumina Pty Ltd
Japan Alumina Associates (Australia) Pty Ltd 		  9/04/1986   8/04/2028      

2.

 

                     
    Tenement       Date       Application
Type   Number   Registered Holder   Granted   Date Expiry   Date
M
  70/0026   Reynolds Australia Alumina Ltd
The Shell Company of Australia Ltd
BHP Minerals Pty Ltd
Japan Alumina Associates (Australia) Pty Ltd 		          14/04/1983
M
  70/0027   Reynolds Australia Alumina Ltd
The Shell Company of Australia Ltd
BHP Minerals Pty Ltd
Japan Alumina Associates (Australia) Pty Ltd 		          14/04/1983
M
  70/0028   Reynolds Australia Alumina Ltd
The Shell Company of Australia Ltd
BHP Minerals Pty Ltd
Japan Alumina Associates (Australia) Pty Ltd 		          14/04/1983
M
  70/0029   Reynolds Australia Alumina Ltd
The Shell Company of Australia Ltd
BHP Minerals Pty Ltd
Japan Alumina Associates (Australia) Pty Ltd 		          14/04/1983
M
  70/0030   Reynolds Australia Alumina Ltd
The Shell Company of Australia Ltd
BHP Minerals Pty Ltd
Japan Alumina Associates (Australia) Pty Ltd 		          14/04/1983
M
  70/0031   Reynolds Australia Alumina Ltd
The Shell Company of Australia Ltd
BHP Minerals Pty Ltd
Japan Alumina Associates (Australia) Pty Ltd 		          14/04/1983
M
  70/0032   Reynolds Australia Alumina Ltd
The Shell Company of Australia Ltd
BHP Minerals Pty Ltd
Japan Alumina Associates (Australia) Pty Ltd 		          14/04/1983
M
  70/0033   Reynolds Australia Alumina Ltd
The Shell Company of Australia Ltd
BHP Minerals Pty Ltd
Japan Alumina Associates (Australia) Pty Ltd 		          14/04/1983
M
  70/0034   Reynolds Australia Alumina Ltd
The Shell Company of Australia Ltd
BHP Minerals Pty Ltd
Japan Alumina Associates (Australia) Pty Ltd 		          14/04/1983
M
  70/0035   Reynolds Australia Alumina Ltd
The Shell Company of Australia Ltd
BHP Minerals Pty Ltd
Japan Alumina Associates (Australia) Pty Ltd 		          14/04/1983
M
  70/0036   Reynolds Australia Alumina Ltd
The Shell Company of Australia Ltd
BHP Minerals Pty Ltd
Japan Alumina Associates (Australia) Pty Ltd 		          14/04/1983
M
  70/0110   Billiton Aluminium (RAA) Pty Ltd
Billiton Aluminium (Worsley) Pty Ltd
Sojitz Alumina Pty Ltd
Japan Alumina Associates (Australia) Pty Ltd 		  3/02/1989   2/02/2010      
M
  70/0111   Billiton Aluminium (RAA) Pty Ltd
Billiton Aluminium (Worsley) Pty Ltd
Sojitz Alumina Pty Ltd
Japan Alumina Associates (Australia) Pty Ltd 		  3/02/1989   2/02/2010      
M
  70/0112   Billiton Aluminium (RAA) Pty Ltd
Billiton Aluminium (Worsley) Pty Ltd
Sojitz Alumina Pty Ltd
Japan Alumina Associates (Australia) Pty Ltd 		  3/02/1989   2/02/2010      
M
  70/0113   Billiton Aluminium (RAA) Pty Ltd
Billiton Aluminium (Worsley) Pty Ltd
Sojitz Alumina Pty Ltd
Japan Alumina Associates (Australia) Pty Ltd 		  3/02/1989   2/02/2010      
M
  70/0114   Billiton Aluminium (RAA) Pty Ltd
Billiton Aluminium (Worsley) Pty Ltd
Sojitz Alumina Pty Ltd
Japan Alumina Associates (Australia) Pty Ltd 		  3/02/1989   2/02/2010      
M
  70/0115   Billiton Aluminium (RAA) Pty Ltd
Billiton Aluminium (Worsley) Pty Ltd
Sojitz Alumina Pty Ltd
Japan Alumina Associates (Australia) Pty Ltd 		  3/02/1989   2/02/2010      
M
  70/0116   Billiton Aluminium (RAA) Pty Ltd
Billiton Aluminium (Worsley) Pty Ltd
Sojitz Alumina Pty Ltd
Japan Alumina Associates (Australia) Pty Ltd 		  3/02/1989   2/02/2010      
M
  70/0462   Hedges Gold Pty Ltd   12/10/1989   11/10/2010      

3.

 

                     
    Tenement       Date       Application
Type   Number   Registered Holder   Granted   Date Expiry   Date
M
  70/0463   Hedges Gold Pty Ltd   12/10/1989   11/10/2010      
M
  70/0464   Hedges Gold Pty Ltd   12/10/1989   11/10/2010      
M
  70/0465   Hedges Gold Pty Ltd   12/10/1989   11/10/2010      
M
  70/0466   Hedges Gold Pty Ltd   12/10/1989   11/10/2010      
M
  70/0545   Reynolds Australia Alumina Ltd
The Shell Company of Australia Ltd
Sojitz Alumina Pty Ltd
Japan Alumina Associates (Australia) Pty Ltd 		          13/07/1989
M
  70/0554   Reynolds Australia Alumina Ltd
The Shell Company of Australia Ltd
Sojitz Alumina Pty Ltd
Japan Alumina Associates (Australia) Pty Ltd 		  6/04/2004   5/04/2025      
M
  70/0564   Billiton Aluminium (RAA) Pty Ltd
Billiton Aluminium(Worsley) Pty Ltd
Sojitz Alumina Pty Ltd
Japan Alumina Associates (Australia) Pty Ltd 		  27/04/1990   26/04/2011      
M
  70/0588   Hedges Gold Pty Ltd   7/06/1990   6/06/2011      
M
  70/0589   Hedges Gold Pty Ltd   7/06/1990   6/06/2011      
M
  70/0590   Hedges Gold Pty Ltd   7/06/1990   6/06/2011      
M
  70/0591   Hedges Gold Pty Ltd   7/06/1990   6/06/2011      
M
  70/0799   Billiton Aluminium (RAA) Pty Ltd
Billiton Aluminium (Worsley) Pty Ltd
Sojitz Alumina Pty Ltd
Japan Alumina Associates (Australia) Pty Ltd 		  21/09/1993   20/09/2014      
M
  70/0975   Billiton Aluminium (RAA) Pty Ltd
Billiton Aluminium (Worsley) Pty Ltd
Sojitz Alumina Pty Ltd
Japan Alumina Associates (Australia) Pty Ltd 		          14/01/1997
M
  70/0976   Billiton Aluminium (RAA) Pty Ltd
Billiton Aluminium (Worsley) Pty Ltd
Sojitz Alumina Pty Ltd
Japan Alumina Associates (Australia) Pty Ltd 		          14/01/1997
M
  70/1220   Hedges Gold Pty Ltd           4/03/2005
M
  70/1221   Hedges Gold Pty Ltd           4/03/2005
M
  70/1236   Hedges Gold Pty Ltd           17/06/2005
M
  70/1237   Hedges Gold Pty Ltd           17/06/2005
M
  70/1238   Hedges Gold Pty Ltd           17/06/2005
M
  70/1239   Hedges Gold Pty Ltd           17/06/2005

4.

 

Schedule 2
ROYALTY DEED

 

 

Boddington Gold Mine Royalty Deed
DATED
Parties
1.   Saddleback Investments Pty Ltd (ACN 134 978 224) of Level 1, 388 Hay Street, Subiaco, Western Australia (Saddleback)
2.   AngloGold Ashanti Australia Limited (ABN 42 008 737 424) of Level 13, St Martin’s Tower, 44 St Georges Terrace, Perth, Western Australia (AngloGold)
Background
A.   Saddleback and AngloGold are parties to the Sale and Purchase Agreement which provides inter alia for the payment by Saddleback of the Royalty to AngloGold.
B.   The Parties now enter into this Deed to record the terms and conditions upon which the Royalty is payable by Saddleback to AngloGold.
Operative provisions
1.   Interpretation
1.1   In this Deed, unless the context otherwise requires:
 
    “Allocation” has the meaning given in clause 8.4(f);
 
    “Average Margin” has the meaning given in clause 2;
 
    “Boddington Gold Mine Joint Venture” means the unincorporated joint venture governed by the agreement entitled “Further Restated Boddington Gold Mine Joint Venturers Agreement” dated 17 November 2006 between Newmont Boddington Pty Ltd, AngloGold and BGM Management Company Pty Ltd and “Boddington Gold Mine” means the gold mine the conduct of which is the subject matter of that agreement;
 
    “Business Day” means a day which is not a Saturday, Sunday or public holiday in the state of Western Australia;
 
    “Cash Costs” has the meaning given in clause 2;
 
    “Commencement Date” means the first day of the second calendar quarter of 2010;
 
    “Deed” means this deed;

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“Dispose” means to sell, assign, lease, transfer, mortgage, pledge, part with possession of any interest, novate, deal or in any manner encumber, dispose of or alienate and “Disponee”, “Disposal” and “Disposing” have corresponding meanings;
“Encumbrance” means a mortgage, pledge, charge, lien, assignment, hypothecation, security interest or title retention;
“Expert” means a person suitably qualified and capable of making an expert determination under this Deed;
“Gold” means the precious metal bearing the chemical symbol “Au”;
“Government Agency” means:
(a)   a government or government department or other body;
 
(b)   a governmental, semi-governmental or judicial person; or
(c)   a person (whether autonomous or not) who is charged with the administration of a law;
“Interest Rate” on a day means the per annum rate of interest known as “London Interbank Offered Rate” for deposits of United States dollars for a period of three months as determined from the applicable Reuters page as at 11:00 am (London time) on that day or, if that day is not a Business Day on the last preceding Business Day;
“Minerals” means all minerals (as that term is defined in the Mining Act) and metals, in whatever form;
“Mining” includes any mode or method of working whereby earth or any rock structure, stone, fluid or mineral bearing substance is disturbed, removed, washed, shifted, crushed, leeched, roasted, distilled, evaporated, smelted, refined or dealt with for the purpose of obtaining any Gold or Minerals therefrom whether it has been previously disturbed or not and “Mined” has a corresponding meaning;
“Mining Act” means the Mining Act 1978 (WA) in force from time to time in Western Australia and any regulations made under the Act;
“mining tenement” has the same meaning as under the Mining Act;
“Offer” has the meaning given in clause 8.4(b);
“Parties” means AngloGold and Saddleback and “Party” means any one of them;
“Produce” means to refine, smelt and/or process ore to produce metal able to be sold on a metals exchange and “Produced” and “Production” have corresponding meanings;
“Product” means any Minerals Mined or Produced by or on behalf of Saddleback from within the Royalty Area;

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“Project Statement” means a statement setting out the calculation of the Royalty for the previous Quarter and also setting out in detail all the information necessary for the calculation of Cash Costs for that Quarter;
“Quarter” means the period commencing on the Commencement Date and ending on the next to occur of 31 March, 30 June, 30 September or 31 December, and thereafter, each period of 3 calendar months ending on those dates in each calendar year during which Mining on the Royalty Area has been conducted, and “Quarterly” has a corresponding meaning;
“Records” means books of account, records, reports, invoices, statements and other documents as would usually be kept and maintained by a prudent manager of a project of a kind similar to any Mining operations on the Royalty Area and in relation to deliveries and other Disposals of the Product derived from such Mining operations;
“Related Body Corporate” has the same meaning as in the Corporations Act 2001 (Cth);
“Royalty” means the royalty granted by Saddleback to AngloGold pursuant to clause 2 and payable by Saddleback to AngloGold in accordance with the terms of this Deed;
“Royalty Area” means the area of land shown in the map attached to this Deed in schedule 2 (which map was agreed between the Parties after the date of the Sale and Purchase Agreement but before Completion (as that term is defined in the Sale and Purchase Agreement) under the Sale and Purchase Agreement to represent the area of land enclosed by the external boundaries of the Tenements, as the Tenements were at the date of this Deed);
“Royalty Interest” has the meaning given in clause 8.4(b);
“Sale and Purchase Agreement” means the agreement dated [insert] between Saddleback, AngloGold and others related to the sale of AngloGold’s interest in the Boddington Gold Mine Joint Venture;
“Subleases” means the subleases granted under:
(a)   the deed entitled “Deed of Sublease” between BHP Billiton Aluminium (Worsley) Pty Ltd and AngloGold dated 28 February 2007, granting a non-bauxite sublease in relation to a 30% registered interest in mining leases M70/21-25 (inclusive); and
(b)   the deed entitled “Deed of Sublease” between Japan Alumina Associates (Australia) Pty Ltd and AngloGold dated 28 February 2007, granting a non-bauxite sublease in relation to a 31/3% registered interest in mining leases M70/21-25 (inclusive);
“Tax” means a tax, levy, duty, charge, deduction or withholding (including income taxes), however it is described, that is imposed by a Government Agency, together with any related interest, penalty, fine or other charge, other than GST; and

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    “Tenements” means the mining tenements (including applications for mining tenements) listed in schedule 3.
 
1.2   In this Deed, unless the context otherwise requires:
  (a)   words denoting the singular number only include the plural and vice versa;
 
  (b)   words denoting the masculine gender include the feminine and vice versa;
 
  (c)   words denoting individual persons include corporations;
 
  (d)   a reference to a section, clause, sub-clause, paragraph or schedule is a reference to a section, a clause, a sub-clause or a paragraph of, or a schedule to, this Deed;
 
  (e)   reference to a statute includes all regulations under and amendments to that statute and any statute passed in substitution for that statute or incorporating any of its provisions to the extent that they are incorporated;
 
  (f)   reference to a claim includes any claim, demand, right, request, requisition, requirement, direction, action, application, proceeding, allegation or legal action, whether actual, commenced, anticipated, threatened or potential;
 
  (g)   a reference to a deed (including this Deed), agreement or other instrument or any provision thereof includes a reference to that deed, agreement, instrument or provision as varied, supplemented, novated, assigned or replaced from time to time;
 
  (h)   a reference to a month is a reference to a calendar month (whether or not beginning on the first day of any month);
 
  (i)   the words “including”, “such as” and “particularly” and similar expressions do not imply any limitation;
 
  (j)   clause and subclause headings are for reference purposes only;
 
  (k)   reference to loss includes any loss, liability, damage, injury, accident, claim or cost incurred at any time;
 
  (l)   a reference to liability means:
  (i)   in relation to any person, any liability, debt, indebtedness, loss, damages, compensation, expenditure, obligation, duty, function, responsibility, accountability, answerability, answerability for profits, liability to make restitution, judgment debt, fine or criminal or civil penalty; and
 
  (ii)   in relation to any asset, any liability, charge, encumbrance, disqualification or prejudice affecting that asset;

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  (m)   reference to a person includes any other entity recognised by law and vice versa;
 
  (n)   where a word or phrase is defined its other grammatical forms have a corresponding meaning;
 
  (o)   any reference to a Party, a party to an agreement or contract or a party in its capacity as a joint venturer includes (in each case) its successors and permitted assigns;
 
  (p)   the expression “at any time” includes reference to past, present and future time and the performance of any action from time to time;
 
  (q)   no rule of construction concerning a provision applies to the disadvantage of a Party because that Party was responsible for the inclusion of that provision; and
 
  (r)   a reference to US$, $ or “dollars” means United States dollars.
2.   The Royalty
 
2.1   Saddleback grants AngloGold a royalty on the terms set out in this clause 2.
 
2.2   The Royalty shall not exceed in the aggregate the sum of US$100,000,000 (one hundred million United States dollars). If the aggregate amount of the Royalty paid under this Deed equals US$100,000,000 (one hundred million United States dollars), no further payments shall be due or payable under this Deed.
 
2.3   The Royalty shall commence on the Commencement Date. The calculation set out in clause 2.4 shall be made in respect of the Quarter commencing on the Commencement Date and each subsequent Quarter, and payment of the Royalty (if any) in respect of a particular Quarter shall be made no later than 45 days after the last day of that Quarter.
 
2.4   The amount that is the Royalty for a given Quarter shall be equal to:
  (a)   50% of the amount by which the Average Margin for that Quarter exceeds US$600 per ounce, multiplied by
 
  (b)   33 and 3/9% of the number of Gold ounces Produced from the Royalty Area that are sold in that Quarter.
2.5   In this Deed:
 
    “Average Margin” means, in respect of a Quarter, the arithmetic average of the London Bullion Market Association AM Gold Fix for each day during that Quarter less Cash Costs; and
 
    “Cash Costs” means, in respect of a Quarter, the amount per ounce of Gold Produced from the Royalty Area that is sold during that Quarter, calculated in accordance with Schedule 1.

Page 5

 

3.   Information and Access to Records
 
3.1   Saddleback must keep and maintain or ensure that there are kept and maintained accurate and complete Records.
3.2   Saddleback must deliver to AngloGold:
  (a)   within 45 days after the expiration of each Quarter, a Project Statement in respect of that Quarter; and
 
  (b)   the Records and other information, relating to the calculation of the Royalty, and which may reasonably be requested by AngloGold, from time to time, to enable AngloGold to verify the amount of the Royalty payable in respect of that Quarter and to verify the completeness and accuracy of each Project Statement.
3.3   Saddleback must permit AngloGold, at AngloGold’s own cost and risk and after AngloGold has given reasonable notice to Saddleback, to inspect at all reasonable times all Records and other information relating to the calculation of the Royalty.
3.4   Subject to clause 3.5, AngloGold undertakes that it will keep confidential all Records and information provided to it in accordance with clause 3.2(b) or inspected by it in exercising the rights conferred by clause 3.3.
3.5   AngloGold may disclose Records and information provided to it in accordance with clause 3.2(b) or inspected by it in exercising the rights conferred by clause 3.3:
  (a)   in enforcing this Deed or in a proceeding arising out of or in connection with this Deed;
 
  (b)   if required under a binding order of a Governmental Agency or under a procedure for discovery in any proceedings;
 
  (c)   if required under any law or any administrative guideline, directive, request or policy whether or not having the force of law;
 
  (d)   to its legal and financial advisers on a confidential basis;
 
  (e)   to a bona fide proposed assignee of its right, title and interest in and under this Deed (provided the proposed assignee has first covenanted in writing in favour of Saddleback to keep such information confidential); or
 
  (f)   with the prior written consent of Saddleback.
3.6   To the extent legally possible AngloGold must give Saddleback as much prior notice as possible of a proposed disclosure pursuant to clauses 3.5(a) or 3.5(b) including details of the Records and information to be disclosed and the persons to whom disclosure is to be made and the circumstances for that proposed disclosure. AngloGold must use commercially reasonable efforts to limit the disclosure to the

Page 6

 

    maximum extent permissible having regard to the circumstances requiring the disclosure to be made.
 
4.   Right to Audit
 
4.1   After giving reasonable notice to Saddleback, AngloGold may, within 20 Business Days of the payment of the Royalty under clause 2, audit and verify the Records relating to Saddleback’s calculations in respect of the formula in clause 2 and the component items of it including the Cash Costs and Average Margin.
 
4.2   Saddleback must make available to AngloGold and AngloGold’s auditors such of its personnel and Records as are reasonably required by AngloGold or its auditors for the purposes of conducting an audit of the type referred to in clause 4.1.
 
4.3   If there is a dispute in relation to the amount of a Royalty payment, then either Party shall have the right to give notice to the other Party requesting the appointment of an independent auditor. The Parties will jointly appoint such independent auditor and failing agreement within 10 Business Days of the notice requesting the appointment, the independent auditor shall be selected by the President (at the time of notice) of the Institute of Chartered Accountants (Western Australian Branch). The independent auditor shall review and determine the amount of the Royalty that is properly due and payable. The Parties must cooperate with, and provide information, including the Records, to the independent auditor. At the conclusion of the review the independent auditor will issue an audit certificate to the Parties.
 
4.4   The costs of carrying out an audit of the type referred to in clause 4.3 must be borne:
  (a)   if the audit verifies Saddleback’s Royalty payment or reveals that Saddleback’s Royalty payment has resulted in AngloGold being paid a greater amount of Royalty than the amount of Royalty to which AngloGold is entitled, by AngloGold; and
 
  (b)   in all other circumstances, by Saddleback.
4.5   The audit referred to in clause 4.3 will be a final and conclusive determination of the accuracy of the matters the subject of the audit, and binding on the Parties in the absence of manifest error. Each Party will make the appropriate payment required in adjustment in accordance with the audit certificate within 10 Business Days of receiving the audit certificate.
5.   Goods and Services Tax
5.1   Definitions
 
    Capitalised terms in this clause 5 that are not defined by this Deed have the same meaning as those terms have under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

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5.2   Adjustment for GST
  (a)   Amounts specified in this Deed as being payable by Saddleback to AngloGold are exclusive of any GST applicable.
 
  (b)   If a Supply from AngloGold under or in connection with this Deed constitutes a Taxable Supply, AngloGold may recover from Saddleback an amount on account of GST in addition to any payment or other consideration for the Supply.
 
  (c)   The additional amount is equal to the Value for the Supply multiplied by the prevailing rate of GST.
5.3   Tax Invoice
 
    If any Supply is a Taxable Supply, then Saddleback must provide AngloGold with a Recipient Created Tax Invoice within 15 Business Days of the end of the month in which the payment or other consideration for the Supply is made.
6.   Payments
 
6.1   Saddleback shall pay the Royalty to AngloGold in cash, by bank cheque, by a cheque of Saddleback which is honoured on presentation, or by direct debit to a bank account nominated in writing by AngloGold.
 
6.2    
  (a)   If at any time an applicable law obliges Saddleback to make a deduction or withholding from a payment to AngloGold under this Deed on account of Taxes payable by AngloGold (or any amounts required to be withheld by virtue of section 128B of the Income Tax Assessment Act 1936 (as amended, or replaced) or section 12-325 of the Taxation Administration Act 1953 (as amended, or replaced)), Saddleback must make the withholding as required by law and must pay to the relevant Government Agency on time the full amount of the deduction or withholding and promptly deliver to AngloGold a copy of any receipt, certificate or other proof of payment. Any such deduction or withholding made in relation to income taxes or in relation to any other tax imposed on AngloGold shall be considered a part of the Royalty paid under this Deed for the purposes of clause 2.2.
 
  (b)   If at any time an applicable law obliges AngloGold to make a tax payment on behalf of Saddleback under this Deed in relation to the Royalty payments, on account of Taxes payable by Saddleback, AngloGold must make the payment as required by law and must pay to the relevant Government Agency on time the full amount of the payment and promptly deliver to Saddleback a copy of any receipt, certificate or other proof of payment. Saddleback must pay to AngloGold a sum equivalent to the sum paid by AngloGold to the Government Agency (in addition to the Royalty payment otherwise calculated under this Deed), at the time of payment of each Royalty payment. Any such sum paid in

Page 8

 

relation to taxes imposed on Saddleback shall not be considered a part of the Royalty paid under this Deed for purposes of clause 2.2.
  (c)   Subject to clauses 5, 6.2(a) and 6.2(b), and for the avoidance of doubt:
  (i)   any Taxes imposed on AngloGold, or a Related Body Corporate of AngloGold, in relation to the Royalty shall be exclusively borne by AngloGold; and
 
  (ii)   any Taxes imposed on Saddleback, or a Related Body Corporate of Saddleback, in relation to the Royalty shall be exclusively borne by Saddleback.
6.3   Subject to clause 6.2 and except for amounts owing pursuant to clause 4.5 which may be deducted from future Royalty payments, Saddleback has no right to set off or otherwise deduct from or withhold any payment that it is liable to make to AngloGold under this Deed against any money that AngloGold or any Related Body Corporate of AngloGold is or may be liable to pay to Saddleback whether under this Deed or otherwise.
6.4   If any Party fails to pay any amount payable by it under or in accordance with this Deed, that Party must, if demand is made, pay simple interest on that amount from the due date for payment until that amount is paid in full at the rate per annum which is the sum of the Interest Rate on the date on which the payment was due, plus a margin of 5% per annum, calculated daily. The right to require payment of interest under this clause is without prejudice to any other rights the non-defaulting Party may have against the defaulting Party at law or in equity or under this Deed.
7.   Default
7.1   If Saddleback defaults in performing or observing any obligation imposed on it under this Deed or if Saddleback repudiates this Deed then AngloGold, in addition to any other rights or remedies which it may have under this Deed or otherwise, may:
  (a)   affirm this Deed and sue Saddleback for damages for breach; or
 
  (b)   affirm this Deed and sue Saddleback for specific performance of this Deed and damages for breach in addition to or in lieu of specific performance of this Deed.
7.2   Except as otherwise specifically provided in this Deed:
  (a)   AngloGold shall not be entitled to exercise any of its rights or remedies under clause 7.1 on the ground of Saddleback’s default in performing or observing any obligation imposed on Saddleback under this Deed; and

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  (b)   AngloGold shall not be entitled to terminate this Deed on the ground of Saddleback’s default in performing or observing any obligation imposed on Saddleback under this Deed,
    unless AngloGold has first given to Saddleback a written notice specifying the default complained of, which notice shall require that the default be remedied within a period of not less than 10 Business Days from the date of service of that notice, and Saddleback fails to remedy or begins to remedy the default within that period.
 
7.3   The giving of a notice under this clause does not prejudice the right of AngloGold to give a further notice under this clause.
7.4   Clause 7.2 shall not apply where Saddleback repudiates this Deed.
 
8.   Assignment and Encumbrances
 
8.1   By Saddleback
  (a)   This clause 8.1 applies to any Disposal by Saddleback of its rights and obligations under this Deed.
 
  (b)   For the purpose of this clause 8.1, any Disposal by Saddleback of any of its rights and obligations under this Deed is referred to as an assignment.
 
  (c)   Any assignment or purported assignment will be of no effect and is void ab initio unless:
  (i)   AngloGold has given its prior written consent (such consent not to be unreasonably withheld or delayed);
 
  (ii)   the assignment is part of a transaction involving the sale or transfer of an interest in the Boddington Gold Mine to the assignee that is commensurate with the extent of the proposed assignment recognising that Saddleback’s interest in the Boddington Gold Mine as at the date of this Deed is 33 and 3/9%; and
 
  (iii)   a deed duly executed by the assignee, under which the assignee assumes in favour of AngloGold, the obligations of Saddleback under this Deed either wholly or to the extent of the interest assigned under the assignment (as the case requires) is delivered to AngloGold in a form acceptable to AngloGold (acting reasonably).
  (d)   Subject to an assignment conforming to this clause 8.1, Saddleback will be released from any further obligation under this Deed to the extent of the assumption of those obligations by the assignee and arising after the date of the assignment. Until the release of Saddleback becomes effective, Saddleback shall continue to pay the Royalty as if the assignment had not occurred.
 
  (e)   The release of Saddleback under clause 8.1(d) will be without prejudice to any of the rights of AngloGold against Saddleback for a breach of this Deed arising

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before the date of the assignment or from any rights intended to survive this Deed.
8.2   Retention of Royalty obligations
  (a)   If as part of a proposed sale or transfer of an interest by Saddleback in the Boddington Gold Mine to a third party (the assignee), the obligations under this Deed are not to be assumed by the assignee under clause 8.1 and accordingly Saddleback retains the obligations under this Deed, including to pay the Royalty, then such proposed sale or transfer of an interest in the Boddington Gold Mine may not occur and is void ab initio unless Saddleback first procures a contractual right to ensure that:
  (i)   the Records and information required to calculate the Royalty payments are kept and maintained for so long as the Royalty remains payable;
 
  (ii)   Saddleback has access to the Records and information required to calculate the Royalty so as to enable it to calculate the Royalty and prepare Project Statements; and
 
  (iii)   AngloGold may have access to inspect those Records and that AngloGold has information and audit rights and obligations in accordance with provisions equivalent to clauses 3.3, 3.4 and 3.6 and 4.
  (b)   Saddleback shall use commercially reasonable endeavours to enforce, at its own expense, the contractual rights against the assignee obtained under clause 8.2(a).
8.3   By AngloGold
  (a)   Subject to clause 8.4, AngloGold may at any time Dispose of its rights, title and interest under this Deed to any person, without obtaining the consent of Saddleback.
 
  (b)   The Disposal contemplated by this clause 8.3 must be by instrument in writing executed by AngloGold and the assignee and delivered to Saddleback. The form of that instrument will be as agreed between AngloGold and the assignee except that it must contain details of the assignee’s address for service.
8.4   Saddleback Pre-emptive Right
  (a)   This clause 8.4 does not apply with respect to any Disposal or proposed Disposal by AngloGold to a Related Body Corporate of AngloGold, which shall be permitted without the need for consent from Saddleback.
 
  (b)   Subject to clause 8.4(e), if at any time during the period in which Royalty payments are due under this Deed, AngloGold proposes to assign its rights under this Deed (“Royalty Interest”) to a third party Disponee, then it must first offer its Royalty Interest to Saddleback (“Offer”) in accordance with this clause 8.4.

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(c)   An Offer under this clause 8.4 must be made by written notice and include:
  (i)   the name and address of the proposed Disponee;
 
  (ii)   the relationship between AngloGold and the proposed Disponee;
 
  (iii)   the cash consideration (or if there is non-cash consideration as to whole or in part, the value in cash of that non-cash consideration as reasonably determined by AngloGold, subject to clause 8.4(f)) for the proposed Disposal and if that Disposal is part of a larger transaction the basis on which the proposed consideration for the Disposal has been determined (which must represent a reasonable allocation of the overall consideration determined by AngloGold, subject to clause 8.4(f) for that larger transaction); and
 
  (iv)   all terms and conditions upon which AngloGold proposes to Dispose the Royalty Interest to the Disponee (including a copy of any proposed assignment documents to the extent that they relate to the Royalty Interest).
(d)   Saddleback may accept an Offer by written notice to AngloGold:
  (i)   within 15 Business Days after the making of the Offer; or
 
  (ii)   if the Offer is referred to an Expert for determination in accordance with clause 8.4(f), within 10 Business Days of the date of the determination made by the Expert.
(e)   If an Offer is not duly accepted by Saddleback in accordance with clause 8.4(d) then AngloGold may, within 45 Business Days after the end of the period specified in clause 8.4(d), proceed with the proposed Disposal of the Royalty Interest on terms not materially different to those notified in its Offer, subject to complying with clause 8.3(b). If AngloGold does not so proceed to Dispose of the Royalty Interest within 45 Business Days after the end of the period specified in clause 8.4(d), then this clause 8.4 again applies to any proposed Disposal subject to the terms of this clause 8.4.
(f)   Within 5 Business Days after receipt by Saddleback of the calculation of the cash value of the non-cash consideration or the allocation of the overall consideration for a larger transaction to the value of the Royalty Interest (the “Allocation”), Saddleback may give written notice to AngloGold that it does not accept the calculation of the cash value of the non-cash consideration or the Allocation, in which case, the Parties must seek to agree upon that cash value or Allocation. If the Parties cannot reach agreement within 5 Business Days after the written notice is received by AngloGold, that cash value or the Allocation must be independently determined by an Expert appointed under this Deed, who must make such determination within 30 days of his or her appointment.

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9.   Saddleback’s covenants
9.1   Saddleback must not do, or, to the extent it has power, permit to be done, anything that may render the Tenements or any of them liable for forfeiture.
 
9.2   Saddleback must use its commercially reasonable efforts to maintain the Tenements, or cause them to be maintained in good standing in accordance with their respective terms.
 
9.3   Nothing in this Deed, including this clause 9, will make Saddleback liable to AngloGold to the extent of an area where:
  (a)   a Sublease has expired and a new sublease replacing the relevant whole or part of the area of that Sublease is refused;
 
  (b)   Mining operations cease to be conducted in the whole or part of the Royalty Area; or
 
  (c)   any of the Tenements or Subleases is surrendered or released because:
  (i)   the relevant whole or part of that Tenement, the Sublease or the Tenement the subject matter of that Sublease no longer contains known Gold reserves or resources that the owners of the Boddington Gold Mine consider to be economically minable (acting reasonably); or
 
  (ii)   such owners determine (acting reasonably) that further exploration on the area covered by a Tenement or a Sublease is not warranted or, for other business reasons, continuing to maintain the Tenement or a Sublease in existence is not warranted.
9.4   To the extent a Tenement or Sublease is surrendered or released as contemplated in clause 9.3 then, for so long as Saddleback or a Related Body Corporate of Saddleback, does not have an interest in the released or surrendered area, any Minerals Produced from that area shall be excluded in calculating the Royalty. To avoid doubt, if Saddleback or a Related Body Corporate of Saddleback re-acquires an interest in such area then that area shall again be subject to the Royalty and will be included in calculating the Royalty.

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10.   Waiver
 
10.1   No waiver by any Party of any provision of this Deed is effective unless it is in writing signed by that Party and any waiver is effective only in the specific instances and for the specific purpose for which it was given.
 
10.2   No failure or delay by any Party to exercise any right, power or remedy under this Deed or to insist on strict compliance by the other Party with any obligation under this Deed, and no custom or practice of the Parties at variance with the terms of this Deed, constitutes a waiver of any Party’s right to demand exact compliance with this Deed.
 
10.3   The single or partial exercise of any right by that Party does not preclude any other or further exercise of that or any other right by that Party.
 
11.   Expert Determination
 
11.1   Where a matter is permitted or required by this Deed to be determined by an Expert, either Party may refer the matter to the Expert for determination and the following provisions apply:
  (a)   Unless the Expert determines otherwise or the Parties otherwise agree, each Party must pay its own advisers, consultants and legal fees and expenses in connection with the Expert determination.
 
  (b)   The Expert determination must be conducted by a person or body agreed to by the Parties or failing agreement within 5 Business Days of commencing to seek agreement by the person or body nominated by the Institute of Arbitrators & Mediators Australia on application by either Party.
 
  (c)   In making a determination:
  (i)   the Expert must make a determination in accordance with, and subject to, the Institute of Arbitrators & Mediators Australia Expert Determination Rules;
 
  (ii)   the Expert must act in that capacity and not as an arbitrator;
 
  (iii)   the Expert’s finding is final and binding upon the Parties in the absence of manifest error;
 
  (iv)   the Expert must determine which Party or Parties should bear the costs of any such determination and in what proportion. In making this decision, the Expert must consider the degree to which he or she considers a Party was unreasonable in failing to agree to the matter; and
 
  (v)   the Expert may employ consultants to provide advice to the Expert in order for the Expert to carry out his or her duties.

Page 14

 

12.   Notices
 
12.1   All notices, notifications, requests, demands, waivers, statements and other communications (“notice”) which a Party gives to another Party under this Deed must, unless otherwise agreed, be in writing and may be given and served by delivering the same to or despatching the same by facsimile to the number, or by mail with postage prepaid in an envelope or wrapper addressed to the addressee Party at its address, stated in clause 12.4 or such other number or address as the addressee Party may from time to time have notified pursuant to this clause for service of notices.
 
12.2   Any notice that is sent by post in accordance with clause 12.1 will be deemed to have been duly given and served on the third Business Day following the date of posting.
 
12.3   Any notice delivered by hand or despatched by facsimile in accordance with clause 12.1 will be deemed to have been duly given and served on the next Business Day following the date of transmission.
 
12.4   The addresses for notices of the Parties are:
         
 
  Saddleback:   Saddleback Investments Pty Ltd
 
      Level 1, 388 Hay Street
 
      Subiaco, Western Australia 6008
 
      Facsimile:      +61 8 9423 6176
 
      Attention:      Company Secretary
 
        
 
  AngloGold:   AngloGold Ashanti Australia Limited
 
      Level 13, St Martin’s Tower
 
      St Georges Terrace
 
      Perth, Western Australia 6000
 
      Facsimile:       +61 8 9425 4650
 
      Attention:      Company Secretary
12.5   Each Party may rely on any notice believed on reasonable grounds by it to be genuine, correct and duly authorised, and to have been communicated or signed by whom or on behalf of whom it purports to be communicated or signed.
 
13.   General Provisions
 
13.1   Further Assurances
 
    The Parties shall expeditiously sign all such documents and do all such things as are reasonably required to give full effect to this Deed and the transactions contemplated by it.
 
13.2   No Partnership
 
    Nothing contained in this Deed or otherwise arising from it shall constitute the Parties hereto as partners with or agents for or legal representatives of one another except as

Page 15

 

    otherwise specifically provided for in this Deed and no Party shall pledge the credit of the other Party.
 
13.3   Costs and Stamp Duty
  (a)   Except to the extent specified in clause 13.3(b), each Party must bear and is responsible for its own costs in connection with the preparation, execution and carrying into effect of this Deed and all Taxes imposed on it arising out of or in any way connected with this Deed or the transactions it contemplates.
 
  (b)   Saddleback must bear and is responsible for, and must indemnify and keep indemnified AngloGold against, all stamp duty (together with any related interest, penalty, fine and expense) and registration fees (if any) payable on or in respect of or as a consequence of this Deed.
13.4   Entire Agreement
 
    This Deed:
  (a)   expresses and incorporates the entire agreement between the Parties in relation to its subject matter, and all the terms of that agreement; and
 
  (b)   supersedes and excludes any prior or collateral negotiation, understanding, undertaking, representation, warranty, communication or agreement by or between the Parties in relation to the subject matter or any term of the agreement referred to in clause 13.4(a).
13.5   Severance
 
    If any provision of this Deed is, or becomes, prohibited or unenforceable in any jurisdiction and the rest of the Deed is not invalidated by its removal then that provision shall be ineffective to the extent of that jurisdiction without invalidating any other provision of this Deed or the validity of that provision in any other jurisdiction.
13.6   Enurement
 
    This Deed binds, in addition to the Parties, their respective successors in title and permitted assigns.
 
13.7   Governing Law
 
    This Deed shall be construed, and the rights and obligations of the Parties shall be determined, in accordance with the laws of Western Australia, and the Parties submit to the non-exclusive jurisdiction of the courts of Western Australia and any courts competent to hear appeals from those courts.
 
13.8   Remedies
 
    The rights of a Party under this Deed are cumulative and not exclusive of any rights provided by law.

Page 16

 

13.9   Amendments
 
    Any amendment to this Deed has no force or effect, unless effected by a document executed by the Parties and which document is expressed to effect an amendment to this Deed.
 
13.10   Third Parties
 
    This Deed confers rights only upon a person expressed to be a Party, and not upon any other person.
 
13.11   Counterparts
 
    This Deed may be executed in any number of counterparts, all of which taken together are deemed to constitute one and the same document.
 
13.12   Caveats
  (a)   Subject to clauses 13.12(b) and 13.12(c), Saddleback will not object to AngloGold registering caveats against any of the Tenements to protect its interests under this Deed, and Saddleback agrees that it will take no steps to object to, or seek the withdrawal of, any such caveat. Saddleback will consent to the lodgement of a caveat in respect of Tenements of which it is a registered holder and agrees the term of such caveat is indefinite.
 
  (b)   AngloGold agrees that it will withdraw any such caveat:
  (i)   on request by the owners or representatives of the Boddington Gold Mine to allow prudent management of the Tenements (including surrender for the purposes of replacement or amalgamation or as required by applicable law) (provided AngloGold may reinstate such caveat after such action is taken); or
 
  (ii)   provided that Saddleback has complied with clauses 8.1 or 8.2(a) (as applicable), to enable the assignment of the interest in the Boddington Gold Mine contemplated by clauses 8.1 or 8.2(a) (as applicable) (provided that AngloGold may reinstate such caveat after the assignment of an interest as contemplated by clause 8.1).
  (c)   A Tenement the subject of a sublease is not capable of having a caveat registered against it for the purposes of clause 13.12(a) unless the terms and condition of the sublease expressly permit such registration and the registered holder of such Tenement consents to the registration of a caveat.
13.13 Termination
  (a)   This Deed will terminate and be of no further force and effect (except clauses 3.4, 3.5 3.6, 5 and 13) once the Royalty paid under this Deed is equal to US$100,000,000 (one hundred million United States dollars).

Page 17

 

(b)   Within 15 days of the date of termination of this Deed, AngloGold must withdraw all caveats lodged against the Tenements.

Page 18

 

EXECUTED and delivered as a Deed in Perth.
     
Executed as a deed in accordance with section 127 of the Corporations Act 2001 by SADDLEBACK INVESTMENTS PTY LTD:
    
 
    
     
Secretary/Director
  Director
 
    
     
Print name
  Print name
 
    
Executed as a deed in accordance with section 127 of the Corporations Act 2001 by ANGLOGOLD ASHANTI AUSTRALIA LIMITED:
    
 
    
     
Secretary/Director
  Director
 
    
     
Print name
  Print name

Page 19

 

Schedule 1 -Determination of Cash Costs
The Cash Costs for a Quarter shall be the total cash costs (1) per ounce of Gold Produced from the Royalty Area that is sold during that Quarter calculated in accordance with The Gold Institute (2) “Proposed Revised Standard for Reporting Production Costs” with the following exceptions:
  1.   Deductions or additions for “Stripping and deferred mine development” will not be made.
 
  2.   Accretion of Asset Retirement Obligations as required under FAS 143 will not be included.
 
  3.   Depreciation, amortisation and depletion, all Product hedging costs and losses or gains on settlement of price capped sales contracts will not be included.
Net revenues(3) from the by-product metals, including Copper, Silver and Molybdenum, Produced from the Royalty Area and sold in the relevant Quarter will be deducted from total cash costs.
Currency conversions will be done in accordance with the Relevant Policies.(5)
 
(1)   Total cash costs includes all expenditures incurred at the site (direct mining and processing costs and site administration), in-mine drilling expenditures that are related to production (e.g. in-fill drilling, grade control), site specific corporate charges (e.g. insurance, computer services, regional administration (in accordance with the Relevant Policies(5)), product inventory charges (e.g. ore stockpile, in-circuit, concentrate and finished goods), inventory write-downs, royalties (other than the Royalty) and production taxes, reclamation expenses and with the exception as per paragraphs numbered 1, 2 and 3 above.
 
(2)   As revised by The Gold Institute Financial Executives Committee on October 29, 1999 and approved by The Gold Institute Board of Directors on November 3, 1999.
 
(3)   Net revenues will be the total value of sales, as adjusted for final prices and quantities in the period in which they become known, less the cost to refine, smelt, roast (as applicable), and all associated transport, freight and by-product charges.
 
(4)   Newmont group of companies means Newmont Mining Corporation and each Related Body Corporate of Newmont Mining Corporation.
 
(5)   Relevant Policies means the policies of the Newmont group of companies while the party obliged to pay the Royalty is a member of the Newmont group of companies,(4) and where the party obliged to pay the Royalty is a not a member of the Newmont group of companies, then the policies of the group of which the payer is a member. In particular, currency conversions will be done in accordance with US GAAP or such other accounting standard adopted by Newmont Mining Corporation for external reporting purposes or where the party obliged to pay the Royalty is a not a member of the Newmont group of companies, then currency conversions will be done in accordance with the policies of the group of which the payer is a member which shall be the accounting standard adopted for that group’s external reporting purposes (if applicable).

Page 20

 

Schedule 2 Royalty Area Map
Page 1

 

 

Schedule 3 Tenements
Page 1

 

 

Boddington Gold Mine Royalty Deed
Saddleback Investments Pty Ltd
ACN 134 978 224
AngloGold Ashanti Australia Limited
ABN 42 008 737 424

 

 

Contents
         
1. Interpretation
     1  
 
        
2. The Royalty
     5  
 
        
3. Information and Access to Records
     6  
 
        
4. Right to Audit
     7  
 
        
5. Goods and Services Tax
     7  
 
        
6. Payments
     8  
 
        
7. Default
     9  
 
        
8. Assignment and Encumbrances
     10  
 
        
9. Saddleback’s covenants
     13  
 
        
10. Waiver
     14  
 
        
11. Expert Determination
     14  
 
        
12. Notices
     15  
 
        
13. General Provisions
     15  
 
        
Schedule 1 - Determination of Cash Costs
     20  
 
        
Schedule 2 Royalty Area Map
     1  
 
        
Schedule 3 Tenements
     1  

 

 

Schedule 3
DISPONEE’S DEED OF COVENANT (BBAW SUBLEASE)

 

 

Disponee’s Deed of Covenant — BBAW Sublease
Saddleback Investments Pty Ltd
ACN 134 978 224
AngloGold Ashanti Australia Limited
ABN 42 008 737 424
BHP Billiton Aluminium (Worsley) Pty Ltd
ABN 33 088 336 921

 

 

DISPONEE’S DEED OF COVENANT — BBAW SUBLEASE
This Deed of Covenant is made      day of      2009
Between:
Saddleback Investments Pty Ltd ACN 134 978 224 of Level 1, 388 Hay Street, Subiaco Western Australia (Disponee)
AngloGold Ashanti Australia Limited ABN 42 008 737 424 of Level 13, St Martin’s Tower, 44 St Georges Terrace, Perth, Western Australia (AngloGold)
BHP Billiton Aluminium (Worsley) Pty Ltd ABN 33 088 336 921 (formerly Billiton Aluminium (Worsley) Pty Ltd) of Gastaldo Road, Allanson, Western Australia (Continuing Party)
RECITALS
A.   The Continuing Party and AngloGold entered into the Deed of Sublease on 28 February 2007 (Deed of Sublease) granted in respect of the Leasehold Interest (as defined in the Deed of Sublease).
B.   Under the terms of a Sale and Purchase Agreement dated [#] between the Disponee and AngloGold (among others) (SPA), with effect from the Completion Date (as defined in the SPA), AngloGold has agreed to sell and the Disponee has agreed to purchase, the entire interest of AngloGold in the BGM Project (as defined in the SPA).
C.   Pursuant to clause 8.2(b)(i) of the Deed of Sublease, it is a precondition to the disposition of the BGM Interest (as defined in the SPA), that the Disponee execute and deliver to the Continuing Party a deed of covenant.
IT IS AGREED as follows:
1.   For the purposes of this Deed, words and expressions defined or given a special meaning in the Deed of Sublease have the same meaning when used in this Deed.
2.   The Disponee covenants with the Continuing Party to be bound by, and observe and perform, all of the obligations on the part of AngloGold under the Deed of Sublease with effect on and from the Completion Date (as defined in the SPA).
3.   With effect on and from the Completion Date (as defined in the SPA), the Continuing Party releases and discharges AngloGold from all its obligations under the Deed of Sublease to the extent such obligations have been assumed by the Disponee under clause 2 of this Deed.

2.

 

4.   For the purposes of clause 9(b) of the Deed of Sublease, the address of the Disponee to which any notice, consent or other instrument required or authorised to be given under the Deed of Sublease must be sent is:
       
  Address:   Level 1, 388 Hay Street, Subiaco WA 6008
  Fax:   +61-8-9423-6176
  Attention:   Company Secretary
5.   This Deed may be executed in any number of counterparts each of which shall be deemed an original but all of which shall constitute one and the same instrument.
6.   This Deed is governed by the laws of Western Australia.

3.

 

EXECUTED and delivered as a deed in Perth.
     
Executed as a deed in accordance with section 127 of the Corporations Act 2001
by SADDLEBACK INVESTMENTS PTY LTD:
    
 
    
     
Signature of director
  Signature of director/secretary
 
    
     
Name of director
  Name of director/secretary
 
    
Executed as a deed in accordance with section 127 of the Corporations Act 2001
by ANGLOGOLD ASHANTI AUSTRALIA LIMITED:
    
 
    
     
Signature of director
  Signature of director/secretary
 
    
     
Name of director
  Name of director/secretary
 
    
Executed as a deed in accordance with section 127 of the Corporations Act 2001
by BHP BILLITON ALUMINIUM (WORSLEY) PTY LTD:
    
 
    
     
Signature of director
  Signature of director/secretary
 
    
     
Name of director
  Name of director/secretary

4.

 

Schedule 4
DISPONEE’S DEED OF COVENANT (JAA SUBLEASE)

 

 

Disponee’s Deed of Covenant — JAA Sublease
Saddleback Investments Pty Ltd
ACN 134 978 224
AngloGold Ashanti Australia Limited
ABN 42 008 737 424
Japan Alumina Associates (Australia) Pty Ltd
ABN 42 008 907 524

 

 

DISPONEE’S DEED OF COVENANT — JAA SUBLEASE
    This Deed of Covenant is made            day of            2009
 
    Between:
 
    Saddleback Investments Pty Ltd ACN 134 978 224 of Level 1, 388 Hay Street, Subiaco, Western Australia (Disponee)
 
    AngloGold Ashanti Australia Limited ABN 42 008 737 424 of Level 13, St Martin’s Tower, 44 St Georges Terrace, Perth, Western Australia (AngloGold)
 
    Japan Alumina Associates (Australia) Pty Ltd ABN 42 008 907 524 of Level 21, 140 St Georges Terrace, Perth, Western Australia (Continuing Party)
RECITALS
A.   The Continuing Party and AngloGold entered into the Deed of Sublease on 28 February 2007 (Deed of Sublease) granted in respect of the Leasehold Interest (as defined in the Deed of Sublease).
 
B.   Under the terms of a Sale and Purchase Agreement dated [#] between the Disponee and AngloGold (among others) (SPA), with effect from the Completion Date (as defined in the SPA), AngloGold has agreed to sell and the Disponee has agreed to purchase, the entire interest of AngloGold in the BGM Project (as defined in the SPA).
 
C.   Pursuant to clause 8.2(b)(i) of the Deed of Sublease, it is a precondition to the disposition of the BGM Interest (as defined in the SPA), that the Disponee execute and deliver to the Continuing Party a deed of covenant.
IT IS AGREED as follows:
1.   For the purposes of this Deed, words and expressions defined or given a special meaning in the Deed of Sublease have the same meaning when used in this Deed.
 
2.   The Disponee covenants with the Continuing Party to be bound by, and observe and perform, all of the obligations on the part of AngloGold under the Deed of Sublease with effect on and from the Completion Date (as defined in the SPA).
 
3.   With effect on and from the Completion Date (as defined in the SPA), the Continuing Party releases and discharges AngloGold from all its obligations under the Deed of Sublease to the extent such obligations have been assumed by the Disponee under clause 2 of this Deed.

2.

 

4.   For the purposes of clause 10.4 of the Deed of Sublease, the address of the Disponee to which any notice, consent or other instrument required or authorised to be given under the Deed of Sublease must be sent is:
         
 
  Address:   Level 1, 388 Hay Street, Subiaco WA 6008
 
  Fax:   +61-8-9423-6176 
 
  Attention:   Company Secretary
5.   This Deed may be executed in any number of counterparts each of which shall be deemed an original but all of which shall constitute one and the same instrument.
 
6.   This Deed is governed by the laws of Western Australia.

3.

 

EXECUTED and delivered as a deed in Perth.
     
Executed as a deed in accordance with section 127
of the Corporations Act 2001
by SADDLEBACK INVESTMENTS PTY LTD:
    
 
    
 
   
Signature of director
  Signature of director/secretary
 
    
 
   
Name of director
  Name of director/secretary
 
    
Executed as a deed in accordance with section 127
of the Corporations Act 2001
by ANGLOGOLD ASHANTI AUSTRALIA LIMITED:
    
 
    
 
   
Signature of director
  Signature of director/secretary
 
    
 
   
Name of director
  Name of director/secretary
 
    
Executed as a deed in accordance with section 127
of the Corporations Act 2001
by JAPAN ALUMINA ASSOCIATES (AUSTRALIA) PTY LTD:
    
 
    
 
   
Signature of director
  Signature of director/secretary
 
    
 
   
Name of director
  Name of director/secretary

4.

 

Schedule 5
RESALE REGISTRATION

 

 

SCHEDULE 5
RESALE REGISTRATION
          Definitions. For purposes of this schedule 5, terms shall have the meanings assigned to them in this agreement unless otherwise defined in this schedule 5 or defined below (such meanings being equally applicable to both the singular and plural form of the terms defined):
          “Affiliate” shall mean, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.
          “Business Day” shall mean any day that is not a Saturday, a Sunday or a day on which commercial banks are required or permitted by law to be closed in the City of New York in the State of New York.
          “Control” (including the terms “Controlled by” and “under common Control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.
          “Effective Period” shall mean the period from the Post Completion Share Issuance Date until the earlier to occur of (i) the date on which the Seller has sold all Vendor NMC Shares and (ii) the date on which all of the Vendor NMC Shares may be sold by the Seller pursuant to Rule 144 under the Securities Act.
          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and all rules and regulations promulgated thereunder.
          “Exempt Transaction” shall mean a sale by the Seller of any Vendor NMC Shares in a transaction exempt from registration with the SEC under the Securities Act.
          “FINRA” shall mean the Financial Industry Regulatory Authority, or any successor entity thereof.
          “Person” shall mean any individual, corporation, partnership, joint venture, firm, trust, unincorporated organization, government or any agency or political subdivision thereof or other entity.
          “Post Completion Share Issuance Date” shall mean the date on which the Vendor NMC Shares are issued to the Vendor or a Designated Affiliate pursuant to Section 7.5 of this agreement.
          “Registered Securities” shall mean the Vendor NMC Shares. For purposes of this schedule 5, Registered Securities shall cease to be deemed to be Registered Securities after they

 

 

have been initially sold by the Seller in a transaction registered, or in a transaction exempt from registration, under the Securities Act.
          “Registration Expenses” shall mean all expenses in connection with or incident to the registration of the Registered Securities hereunder, including, without limitation, (a) all SEC and any FINRA registration and filing fees and expenses, (b) all fees and expenses in connection with the registration or qualification of the Registered Securities for offering and sale under the securities or “blue sky” laws of any state or other jurisdiction of the United States of America and, in the case of an Underwritten Offering, determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriter or underwriters may designate, including reasonable fees and disbursements, if any, of counsel for the underwriters in connection with such registrations or qualifications and determination, (c) all expenses relating to the preparation, printing, distribution and reproduction of the registration statement required to be filed hereunder, each prospectus included therein or prepared for distribution pursuant hereto, each amendment or supplement to the foregoing, the expenses of preparing the Registered Securities in a form for delivery for purchase pursuant to such registration or qualification and the expense of printing or producing any underwriting agreement(s) and agreement(s) among underwriters and any “blue sky” or legal investment memoranda, any selling agreements and all other documents to be used in connection with the offering, sale or delivery of Registered Securities, (d) messenger, telephone and delivery expenses of NMC and out-of-pocket travel expenses incurred by or for NMC personnel for travel undertaken for any “road show” made in connection with the offering of securities registered thereby, (e) fees and expenses of any transfer agent and registrar with respect to the delivery of any Registered Securities and any escrow agent or custodian involved in the offering, (f) fees, disbursements and expenses of counsel of NMC and independent certified public accountants of NMC incurred in connection with the registration, qualification and offering of the Registered Securities (including the expenses of any opinions or “comfort” letters required by or incident to such performance and compliance), (g) fees, expenses and disbursements of any other persons retained by NMC, including special experts retained by NMC in connection with such registration, (h) Securities Act liability insurance, if NMC desires such insurance and (i) the fees and expenses incurred in connection with the quotation or listing of Registered Securities on the New York Stock Exchange. Notwithstanding the foregoing, the following expenses shall not be deemed to be “Registration Expenses”: any commissions, fees, discounts and expenses of any underwriter, broker, dealer or agent, including, without limitation, fees, disbursements and expenses of counsel thereto in connection with or incident to the sale of any Registered Securities.
          “Registration Statement” shall mean NMC’s automatic shelf registration statement on Form S-3 (File No. 333-146720) filed with the SEC on October 15, 2007.
          “Sale” or “sell” for purposes of this agreement shall mean any sale, transfer or other disposition of NMC Shares.
          “Securities Act” shall mean the United States Securities Act of 1933, as amended, and all rules and regulations promulgated thereunder.
          “SEC” shall mean the United States Securities and Exchange Commission, or any successor thereto.

2

 

          “Seller” means the Vendor or a Designated Affiliate to be notified by the Vendor to NMC in writing as provided in section 7.5 of this agreement.
          “Trading Day” shall mean a day on which the New York Stock Exchange is open for trading.
          Sale by the Seller of the Vendor NMC Shares
          Shelf Registration Sale.
          (a) No later than the second Business Day following delivery of the Post Completion Share Issuance Notice pursuant to clause 7.5(c)(i) of this agreement, the Seller shall deliver written notice to NMC (the “Initial Sale Notice”) specifying whether it intends to sell the Vendor NMC Shares in an underwritten offering (an “Underwritten Offering”) or in non-underwritten sales from time to time through brokers (“Brokerage Transactions”).
          (b) If the Seller intends in the Initial Sale Notice to sell the Vendor NMC Shares in an Underwritten Offering, the Initial Sale Notice shall state (i) the maximum number of Registered Securities the Seller proposes to sell in the Underwritten Offering and (ii) the proposed terms and conditions, including the timing, structure, method of distribution and manner of such Underwritten Offering.
          (c) If the Seller intends in the Initial Sale Notice to sell the Registered Securities in Brokerage Transactions, the Seller may subsequently deliver a further written notice to NMC during the Effective Period (the “Subsequent Sale Notice”) indicating that it wishes to sell any remaining Registered Securities through an Underwritten Offering. The Subsequent Sale Notice shall state (i) the maximum number of Registered Securities the Seller proposes to sell in the Underwritten Offering and (ii) the proposed terms and conditions, including the timing, structure, method of distribution and manner of such Underwritten Offering. The Underwritten Offering may not be launched prior to the fifth Business Day after the filing of NMC’s Form 10-K relating to the fiscal year ended December 31, 2009 or such earlier date agreed in writing by NMC.
          (d) Unless otherwise mutually agreed by the Seller and NMC, the managing underwriter or underwriters for an Underwritten Offering shall be selected by the Seller, in consultation with NMC, from a list of investment banks of recognized international standing to be separately agreed between the Vendor and NMC.
          (e) No more than one Underwritten Offering relating to the resale of the Restricted Securities may take place during the Effective Period.
          Exempt Transaction Sale. The Seller may sell the Vendor NMC Shares at any time during the Effective Period in an Exempt Transaction. In connection with any Exempt Transaction, NMC shall use reasonable efforts to procure the cooperation of NMC’s transfer agent in settling any offering or sale of the securities (subject to receipt from the Seller’s counsel of a legal opinion regarding the exempt nature of the transaction) including with respect to the furnishing of unlegended share certificates and the transfer of physical stock certificates into

3

 

book-entry form) as reasonably necessary to expedite or facilitate the offer and sale by the Seller of such in such Exempt Transaction.
          Registration Procedures. In order to facilitate the sale by the Seller of Registered Securities in accordance with the terms of Section 2.1 of this schedule 5, during the Effective Period:
          Due Diligence.
          (f) In connection with an Underwritten Offering, from the date on which the managing underwriter or underwriters are appointed NMC shall make reasonably available for inspection by the managing underwriter or underwriters and any attorney, accountant or other agent retained by such underwriter or underwriters (i) the financial and other records, pertinent corporate documents and material properties of NMC and (ii) cause NMC’s officers, directors and employees to supply all relevant information in the case of both (i) and (ii) reasonably requested by such underwriter or underwriters, attorney, accountant or agent in connection with such Underwritten Offering. NMC’s obligation to make such information available shall be subject to obtaining confidentiality agreements from each such person, in form and substance reasonably satisfactory to NMC, including but not limited to an agreement not to disclose such information to the Seller or its Affiliates.
          (g) In connection with an Underwritten Offering, NMC shall furnish or arrange to be furnished on the dates reasonably requested by the managing underwriter or underwriters (i) signed opinions and “10b-5” disclosure letters, dated such dates, of the independent legal counsel representing NMC for the purpose of such registration, addressed to the Seller and the underwriters as to such matters as would be customary in such a transaction; (ii) customary documents dated such dates delivered by officers of NMC and customary certificates dated such dates from the officers of NMC; and (iii) “comfort” letters dated such dates from the independent certified public accountants of NMC addressed to the underwriters as would be customary in such a transaction.
          (h) If the Seller elects in the Initial Sale Notice to sell the Registered Securities in Brokerage Transactions, NMC shall (i) furnish to the Seller on the Post Completion Share Issuance Date a certificate from the Chief Financial Officer or Executive Vice President — Strategic Development of NMC dated such date to the effect that as of such date the Registration Statement and the prospectus (as supplemented by the prospectus supplement filed pursuant to section 3.2(a) below) do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, as supplemented by the prospectus supplement to be filed pursuant to section 3.2(a) below, in the light of the circumstances under which they were made) not misleading; and (ii) use commercially reasonable efforts to furnish to the broker or brokers participating in such Brokerage Transactions such further documents in form and substance as they shall reasonably require to effect such Brokerage Transactions having regard to customary market practice at such time as ascertained from at least three internationally recognized brokers including, if so required, a “10b-5” disclosure letter, dated such date, of NMC’s independent legal counsel (or in-house counsel if acceptable to such brokers) and a “comfort letter”, dated such date, from the independent certified public accountants of NMC.

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          Filings, Effectiveness and Ongoing Reporting.
          (i) NMC shall file with the SEC, on the Post Completion Share Issuance Date, a prospectus supplement to the Registration Statement relating to the method of sale of the Registered Securities specified in the Initial Sale Notice in form and substance reasonably satisfactory to the Seller and, if applicable, the managing underwriter or underwriters of an Underwritten Offering. If the Seller elects in a Subsequent Sale Notice to conduct an Underwritten Offering of any remaining Registered Securities, NMC shall use its reasonable best efforts to file such amendments to such prospectus supplement on the dates that the managing underwriter or underwriters may require, in each case in form and substance reasonably satisfactory to the Seller and the managing underwriter or underwriters.
          (j) At least five Business Days or such shorter period as the Seller and NMC may mutually agree before filing a prospectus supplement relating to the Registered Securities or any amendments or supplements thereto or to the Registration Statement (for the purposes of this subsection, amendments shall not be deemed to include any filing that NMC is required to make pursuant to the Exchange Act), NMC shall furnish to the Seller and the managing underwriter or underwriters of an Underwritten Offering draft copies of all documents proposed to be filed, which documents will be subject to their reasonable review and comment.
          (k) Except during any Blackout Period specified under Section 3.4 of this schedule 5, NMC shall (i) use reasonable best efforts to keep the Registration Statement effective and current; (ii) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and current; (iii) cause any prospectus (and any amendments or supplements thereto) to be filed pursuant to Rules 424 and 430B under the Securities Act and/or any successor rules that may be adopted by the SEC, as such rules may be amended from time to time; and (iv) use reasonable best efforts to comply with the provisions of the Securities Act with respect to the sale of all Registered Securities covered by such Registration Statement.
          (l) Promptly following its actual knowledge thereof, NMC shall provide written or electronic notice to the Seller:
          (i) when the prospectus or any amendment or supplement thereto or to the Registration Statement has been filed with the SEC, and, with respect to such Registration Statement or any amendment thereto, when the same has become effective;
          (ii) of any request by the SEC for amendments or supplements to the Registration Statement or any prospectus included therein or for additional information;
          (iii) of the issuance by the SEC or any state securities authority of any stop order or other action suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose;
          (iv) of the receipt by NMC of any notification with respect to the suspension of the qualification of the Registered Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose; and

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          (v) of the happening of any event which makes any statement in the Registration Statement or any post-effective amendment thereto, any prospectus included therein, or any amendment or supplement thereto or any document incorporated therein by reference untrue in any material respect or which requires the making of any changes in the Registration Statement or post-effective amendment thereto or prospectus or amendment or supplement thereto so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, in the light of the circumstances under which they were made) not misleading (which notice shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made).
          Immediately upon the receipt of notice of the occurrence of an event described in clauses (ii) through (v) above, the Seller shall suspend use of the Registration Statement and prospectus. Without further request from the Seller, NMC shall use reasonable best efforts to prepare and file with the SEC such amendments or supplements to the Registration Statement or prospectus used in connection therewith as may be necessary to cause the Registration Statement to become effective as promptly as reasonably practicable and to cause the Registration Statement and prospectus not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, in the light of the circumstances under which they were made) not misleading and to furnish to the Seller a reasonable number of copies of such supplements or amendments, in each case as promptly as reasonably practicable. If NMC notifies the Seller to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then the Seller shall forthwith suspend use of such prospectus and use reasonable best efforts to return to NMC as promptly as reasonably practicable all copies of such prospectus other than permanent file copies then in the Seller’s possession.
          (m) If at any time NMC is no longer eligible to use an automatic shelf registration statement, NMC shall file a new shelf registration statement relating to the sale by the Seller of Registered Securities in a form reasonably satisfactory to the Seller and any managing underwriters participating in an Underwritten Offering and will use its reasonable best efforts to cause such registration statement to be declared effective as promptly as practicable. References herein to “Registration Statement” shall include such new shelf registration statement.
          (n) In connection with an Underwritten Offering, NMC shall use reasonable best efforts to register or qualify the Registered Securities for offer and sale under such securities or “blue sky” laws of such jurisdictions within the United States as the Seller shall reasonably request in writing, and to take any other action which may be reasonably necessary to enable the Seller to consummate the sale of Registered Securities in such jurisdictions provided, however, that NMC shall not be required in connection therewith or as a condition thereto to qualify to do business, subject itself to taxation in or to file a general consent to service of process in any jurisdiction wherein it would not but for the requirements of this paragraph (f) be obligated to do so or to make any changes to its Certificate of Incorporation or By-Laws or enter into any undertakings with respect to its corporate affairs other than undertakings customarily given in connection with qualifications of securities for sale which do not restrict the conduct of its

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business; and provided, further, that NMC shall not be required to qualify Registered Securities in any jurisdiction in which the securities regulatory authority requires that NMC submit any Registered Securities to the terms, provisions and restrictions of any escrow, lockup or similar agreement(s) for consent to sell Registered Securities in such jurisdiction unless NMC agrees to do so.
          (o) During the Effective Period, NMC shall use reasonable best efforts to prevent the issuance or obtain the withdrawal of (i) any order suspending the effectiveness of such Registration Statement or any post-effective amendment thereto, or (ii) any suspension of the qualification of the Registered Securities for sale in any jurisdiction in which the Registered Securities have been registered or qualified for sale pursuant to subsection 3.2(f) of this schedule 5, except, in the case of (ii) hereof, if such suspension is due to events specified in subsection 3.2(f) of this schedule 5.
          (p) The Vendor agrees that neither it nor any Seller will make any offer relating to the Registered Securities that would constitute an Issuer Free Writing Prospectus (as defined in Rule 433 under the Securities Act), and will not distribute any written materials (other than the Registration Statement, the prospectus supplement and the Issuer Free Writing Prospectuses relating to the Registered Securities) in connection with the offer and sale of the Registered Securities, in each case without prior written consent of NMC and, in connection with the Underwritten Offering, the underwriters, in each case not to be unreasonably withheld. Any such Free Writing Prospectus consented to by NMC and the underwriters will be treated by NMC as an Issuer Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping.
          Additional Undertakings.
          (q) In connection with an Underwritten Offering, NMC and the Seller shall enter into an underwriting agreement with the selected underwriters in usual and customary form.
          (r) NMC shall use reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders an earnings statement, as soon as reasonably practicable but in no event later than 40 days after the end of the period of twelve months (or 75 days after the end of any period of twelve months if such period is a fiscal year) commencing on the first day of any fiscal quarter next succeeding each sale by the Vendor of Registered Securities, complying with the provisions of Section 11(a) of the Securities Act (which may be prepared in accordance with Rule 158 under the Securities Act).
          (s) NMC shall cause all Registered Securities to be listed, subject to issuance, on the New York Stock Exchange on or prior to the Post Completion Payment Share Issuance Date.
          (t) In connection with an Underwritten Offering, NMC shall make appropriate officers of NMC available for meetings with prospective purchasers of Registered Securities for a reasonable period not to exceed three Business Days and prepare and present to such potential investors customary “road show” material in each case as are customary in

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transactions of such kind and reasonably necessary in connection therewith in order to expedite or facilitate the sale of the Registered Securities. The nature, timing and location of such meetings shall be determined after taking into account the availability and other commitments of such officers and the good faith judgment of the managing underwriter or underwriters regarding what is reasonably necessary to expedite or facilitate the sale of the Registered Securities.
          (u) NMC shall use reasonable best efforts to procure the prompt cooperation of NMC’s transfer agent in settling any offering or sale of Registered Securities, including with respect to the timely furnishing of unlegended share certificates in such denominations as the Seller may reasonably request and the transfer of physical stock certificates into book-entry form, as reasonably necessary to expedite or facilitate such offering or sale of Registered Securities, subject to receipt from the Seller’s counsel of a legal opinion if reasonably requested by the transfer agent.
          (v) In the event of an Underwritten Offering, as promptly as reasonably practicable, NMC shall include in a prospectus supplement or post-effective amendment to the Registration Statement such information as the managing underwriter or underwriters reasonably agree should be included therein and to which NMC does not reasonably object including, without limitation, with respect to the Registered Securities being sold by the Seller to such underwriter or underwriters, the purchase price being paid therefor by such underwriter or underwriters and any other terms of such Underwritten Offering, and make all required filings of such prospectus supplement or post-effective amendment as promptly as reasonably practicable following receipt by NMC of such information to be included in such prospectus supplement or post-effective amendment.
          (w) In the event of an Underwritten Offering, NMC shall use reasonable best efforts to cooperate with the Seller and each underwriter participating in the offer and their respective counsel in connection with any filings required to be made with FINRA.
          (x) Upon the happening of any event described in clause 3.2(d)(v) of this schedule 5, NMC shall, subject to any Blackout Periods pursuant to Section 3.4 of this schedule 5, use reasonable best efforts to prepare and file with the SEC such amendments or supplements to such Registration Statement or prospectus used in connection therewith as may be necessary to cause such Registration Statement to become effective as promptly as reasonably practicable and to cause such Registration Statement and prospectus not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, in the light of the circumstances under which they were made) not misleading and to furnish to the Seller a reasonable number of copies of such supplements or amendments, in each case as promptly as reasonably practicable.
          It shall be a condition precedent to the obligation of NMC to take any action pursuant to this schedule 5 in respect of the Registered Securities that the Seller shall furnish to NMC such information regarding the NMC Shares held by the Seller and the intended method of sale of Registered Securities as NMC shall reasonably request and as shall be required in connection with the action taken by NMC. The Seller shall promptly give notice to NMC of any inaccuracy or change in information previously furnished by the Seller to NMC or the happening

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of any event, which to the knowledge of the Seller makes any statement in a Registration Statement or any related prospectus (including the prospectus relating to the Registered Securities) or any amendment or supplement thereto untrue in any material respect or which requires the making of changes in such Registration Statement or any related prospectus or any amendment or supplement thereto so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, in the light of the circumstances under which they were made) not misleading; and the Seller shall promptly furnish to NMC any additional information required to correct and update any previously furnished information or required so that such Registration Statement or any related prospectus or any amendment or supplement thereto will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, in the light of the circumstances under which they were made) not misleading.
          Blackout Periods.
          Subject to clause 7.5 of this agreement, NMC shall be entitled to postpone, delay or suspend the filing of the prospectus supplement relating to the Registered Securities, or any sale of Registered Securities pursuant to the Registration Statement or defer compliance with its obligations under this schedule 5 to keep the Registration Statement effective and current for a reasonable period of time, not to exceed 60 calendar days in the case of clauses (i) and (ii) below, or 30 calendar days in the case of clause (iii) below (unless the information relates to an event described in clause (i) or (ii) of this subsection 3.4, in which case a 60 calendar day limitation shall apply) (each, a “Blackout Period”), if NMC shall determine that any such sale of Registered Securities or compliance with its obligation to keep a Registration Statement effective and current would (i) in the good faith judgment of the Chief Financial Officer of NMC, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, asset disposal (other than in the ordinary course of business), corporate reorganization or other similar transaction involving NMC, (ii) based upon advice from NMC’s financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by NMC, or (iii) in the good faith judgment of the Chief Financial Officer of NMC require disclosure of material nonpublic information which, if disclosed at such time, would reasonably be expected to have an adverse impact upon the interests of NMC or its shareholders; provided, however, that, in the case of a Blackout Period pursuant to clause (i) or (ii) above, the Blackout Period shall earlier terminate upon the completion or abandonment of the relevant securities offering or sale, financing, acquisition, corporate reorganization or other similar transaction; and provided, further, that in the case of a Blackout Period pursuant to clause (iii) above, the Blackout Period shall earlier terminate upon public disclosure by NMC and provided, further, that in the case of a Blackout Period pursuant to clause (i), (ii) or (iii) above, NMC shall furnish to the Seller a certificate of an executive officer of NMC to the effect that an event permitting a Blackout Period has occurred. Notwithstanding anything herein to the contrary, NMC shall not exercise its rights pursuant to this Section 3.4 more than three times during the Effective Period and in no event shall the aggregate number of calendar days subject to Blackout Periods and the number of calendar days on which use of a prospectus has been suspended pursuant to Section 3.2(d)(v) of this schedule 5 exceed 90 calendar days during the Effective Period. Upon notice by NMC to the Seller of any such determination, the Seller covenants that it shall keep the fact of any such notice strictly confidential and promptly halt any offer, sale, trading or transfer by it or any of its

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Affiliates of any Registered Securities for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by NMC) and promptly halt any use, publication, dissemination or distribution of the Registration Statement, each prospectus included therein, and any amendment or supplement thereto by it and any of its affiliates, in each case for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by NMC). After the expiration of any Blackout Period (or its earlier termination by NMC) and without further request from the Seller, NMC shall use reasonable best efforts to prepare and file with the SEC such amendments or supplements to the Registration Statement or prospectus used in connection therewith as may be necessary to cause the Registration Statement to become effective as promptly as reasonably practicable and to cause the Registration Statement and prospectus not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, in the light of the circumstances under which they were made) not misleading and to furnish to the Seller a reasonable number of copies of such supplements or amendments, in each case as promptly as reasonably practicable.
          Expenses.
          (y) The Seller shall pay all Registration Expenses, including any commissions, fees, discounts and expenses of any underwriter, broker, dealer or agent, including, without limitation, fees, disbursements and expenses of counsel thereto in connection with or incident to the sale of any Registered Securities. Notwithstanding the foregoing, NMC shall pay: (i) all SEC and FINRA registration and filing fees and expenses, (ii) all fees and expenses in connection with the registration or qualification of the Registered Securities for offering and sale under the securities or “blue sky” laws of any state or other jurisdiction of the United States of America, (iii) fees and expenses of any transfer agent and registrar with respect to the delivery of any Registered Securities, (iv) fees, disbursements and expenses of counsel of NMC and independent certified public accountants of NMC incurred in connection with the registration and qualification of the Registered Securities (including the expenses of any opinions or “comfort letters” required by or incident to such performance and compliance), (v) fees, expenses and disbursements of any other persons retained by NMC, including special experts retained by NMC in connection with such registration, (vi) fees and expenses of any transfer agent and registrar with respect to the delivery of any Registered Security and any escrow agent or custodian involved in the offering, (vii) Securities Act liability insurance, if NMC desires such insurance, and (viii) the fees and expenses incurred in connection with the quotation or listing of Registered Securities on the New York Stock Exchange.
          (z) Notwithstanding the foregoing, NMC shall not be responsible for payment of fees, disbursements and expenses of counsel of NMC and independent certified public accountants of NMC incurred in connection with the delivery of any opinions or “comfort letters” of its independent certified public accountants to be furnished in connection with an Underwritten Offering (in which case such costs and expenses shall be paid by the Seller) if such opinions or “comfort letters” have previously been delivered in connection with Brokerage Transactions, or vice versa.
          Indemnification and Contribution.

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          (aa) NMC hereby agrees to indemnify and hold harmless the Seller, the Seller’s directors and officers, and each person, if any, who controls the Seller within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which they may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based on any untrue or alleged untrue statement of any material fact contained in the Registration Statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto filed by NMC pursuant to the Securities Act, or any document incorporated by reference therein, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and NMC will, and hereby agrees to, reimburse each of the Seller, the Seller’s directors and officers, and each such controlling person for any legal or other out-of-pocket expenses reasonably incurred by them (but not in excess of expenses incurred in respect of one counsel for all of them unless there is an actual conflict of interest between any indemnified parties, which indemnified parties may be represented by separate counsel) in connection with investigating or defending any such claim, proceeding or action; provided, however, that the indemnity agreement contained in this Section 5 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the written consent of NMC (which consent shall not be unreasonably withheld or delayed); provided, further, that NMC shall not be liable to the Seller, the Seller’s directors and officers, or any controlling person in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus or amendments or supplements thereto, in reliance upon and in conformity with written information furnished expressly for use therein by any of the Seller, the Seller’s directors and officers, or controlling person of the Seller or by the Seller’s failure to furnish NMC, upon request, with the information with respect to the Seller’s intended method of distribution, that is the subject of the untrue statement or omission. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any of the Seller, the Seller’s directors and officers, or controlling person, and shall survive the transfer of such securities by the Seller.
          (bb) The Seller hereby agrees to indemnify and hold harmless NMC, each of its directors and officers, each person, if any, who controls NMC within the meaning of the Securities Act, and each agent and any underwriter (within the meaning of the Securities Act) against any losses, claims, damages or liabilities, joint or several, to which NMC or any such director, officer, controlling person, agent or underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, preliminary or final prospectus, or amendments or supplements thereto, in reliance upon and in conformity with written information furnished to NMC by or on behalf of

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the Seller expressly for use therein; and the Seller will, and hereby agrees to, reimburse any legal or other out-of-pocket expenses reasonably incurred by NMC or any such director, officer, controlling person, agent or underwriter (but not in excess of expenses incurred in respect of one counsel for all of them unless there is an actual conflict of interest between any indemnified parties, which indemnified parties may be represented by separate counsel) in connection with investigating or defending any such claim, proceeding or action; provided, however, the Seller shall not be liable for any indemnity claims hereunder in excess of the amount of net proceeds received by the Seller from the sale of Registered Securities pursuant to the Shelf Registration Statement; provided, further, that the indemnity agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the written consent of the Seller (which consent shall not be unreasonably withheld or delayed).
          (cc) If the indemnification provided for in this Section 5 from the indemnifying party is limited or prohibited by law in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding.
          The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(c) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.
          (dd) Any Person entitled to indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”) after the receipt by the Indemnified Party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution pursuant to this schedule 5; provided, that the failure so to notify the Indemnified Party shall not relieve the Indemnifying Party of any liability that it may have to the Indemnifying Party hereunder unless such failure is materially prejudicial to the Indemnifying Party. If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, to assume the defense of such action at its own

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expense, with counsel chosen by it and reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action, or (iii) the named parties to any such action (including any impleaded parties) have been advised by such counsel that either (A) representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or (B) there are one or more legal defenses available to it which are substantially different from or additional to those available to the Indemnifying Party. No Indemnifying Party shall be liable for any settlement entered into without its written consent, which consent shall not be unreasonably withheld.
          (ee) The agreements contained in this Section 5 shall survive the transfer of the Registered Securities by the Seller and sale of all the Registered Securities pursuant to the Registration Statement and shall remain in full force and effect, regardless of any investigation made by or on behalf of the Seller or such director, officer or participating or controlling Person.
          Legends. (ff) Stop transfer restrictions will be given to NMC’s transfer agent(s) with respect to the Vendor NMC Shares and there will be placed on the Vendor NMC Shares, and on any certificate or instrument delivered in substitution therefor, a legend stating in substance:
“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT (A) IN A TRANSACTION REGISTERED PURSUANT TO THE U.S. SECURITIES ACT OF 1933, OR (B) PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.”
          (gg) NMC hereby agrees that it will use reasonable best efforts to cause stop transfer restrictions to be removed as soon as practicable upon expiration of the Effective Period or with respect to any the Vendor NMC Shares that are sold (A) in accordance with the terms of this Agreement, and (B) otherwise (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to Rule 144 under the Securities Act, (iii) in accordance with the requirements of Rule 903 or 904 of Regulation S under the Securities Act, or (iv) pursuant to another exemption from the registration requirements of the Securities Act; provided, however, that in the case of any sale, the request for transfer is accompanied by a written statement signed by the Seller confirming compliance with the terms of this Agreement and, in addition, in the case of any sale pursuant to clause (ii), (iii) or (iv) above, the request for transfer is accompanied by a written statement signed by the Seller confirming compliance with the requirements of the relevant exemption from registration; and provided, further, that in the case of any sale pursuant to clause (iv) above, other than any sale by the Seller to one or more of its direct or indirect wholly-owned subsidiaries, or among such subsidiaries, or by any such subsidiary to the Seller, NMC (and the transfer agent if reasonably requested) shall have received a written opinion of counsel reasonably satisfactory to NMC.

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          (hh) Public Information. For so long as the Seller holds any Registered Securities, NMC shall timely file with the SEC all Exchange Act reports required in order to enable the Seller to resell the Registered Securities pursuant to the exemption provided by Rule 144.
          Notice of Completion of Sale of Vendor NMC Shares. No later than five Business Days following the completion of the sale of all of the Vendor NMC Shares the Seller shall give notice thereof to NMC in accordance with section 19 of this agreement.
          Seller’s Compliance With SEC Rules and Regulations. Seller shall use reasonable best efforts to comply with all applicable rules and regulations of the SEC.
          Further Assurances. Each of NMC and the Seller shall execute and deliver such additional instruments and other documents and shall take such further actions as may be reasonably necessary or appropriate to effectuate, carry out and comply with all of its obligations under this Agreement. Without limiting the generality of the foregoing, neither party hereto shall enter into any agreement or arrangement (or alter, amend or terminate any existing agreement or arrangement) if such action would impair the ability of the other party to effectuate, carry out or comply with all the terms of this schedule 5.
          2. Remedies. In the event of a breach by NMC or the Seller of any of their respective obligations under this schedule 5, each of NMC or the Seller, as the case may be, in addition to being entitled to exercise all rights granted by law, including recovery of damages will be entitled to specific performance of its rights under this schedule 5. NMC and the Seller agree that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of any of the provisions of this schedule 5 and hereby further agree that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.
          3. No Piggyback on Underwritten Offering. Neither NMC nor any of its security holders shall have the right to include any securities of NMC in an Underwritten Offering.
          4. Severability. The remedies provided herein are cumulative and not exclusive to any remedies provided by law. If any term, provision, covenant or restriction of this schedule 5 is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
          5. Transferability of Registration Rights. The registration rights provided herein may not be transferred or assigned by the Vendor to a third party except to a Designated

14

 

Affiliate, provided that, (a) within five business days of such assignment, NMC is furnished with written notice of the name and address of such Designated Affiliate and the securities with respect to which the registration rights are being assigned and (b) such assignee agrees in writing to be bound by and subject to the terms, conditions and obligations set forth in this agreement.
          6. Survival. The provisions of this schedule 5 shall terminate at the end of the Effective Period. Notwithstanding the foregoing, (i) Section 7 and the indemnification and contribution provisions of section 5 of this schedule shall survive such termination, and (ii) such termination shall not relieve any party to the agreement from liability arising from a breach of representation, warranty, covenant or agreement in this schedule 5 occurring prior to such termination.
          7. Governing Law. This schedule 5 will be governed and construed in accordance with the internal laws of the state of New York, without regard to any applicable conflict of laws principles. Each party to this schedule 5 irrevocably submits to the jurisdiction of, and venue in, the district court of the United States for the Southern District of New York or the courts of the state of New York in the borough of Manhattan and waives any objection based on forum non conveniens. Each party hereto hereby acknowledges and agrees that any controversy which may arise under this schedule 5 is likely to involve complicated and difficult issues, and therefore each such party hereto hereby irrevocably and unconditionally waives any right such party hereto may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this schedule 5, or the breach, termination or validity of this schedule 5, or the transactions contemplated by this schedule 5.

15

 

Schedule 6
DISPONEE’S DEED OF COVENANT (RESTATED BODDINGTON GOLD MINE
CROSS OPERATION AGREEMENT)

 

 

Disponee’s Deed of Covenant (Restated
Boddington Gold Mine Cross Operation
Agreement)
Saddleback Investments Pty Ltd
ACN 134 978 224
Newmont Boddington Pty Ltd
ABN 32 062 936 547
BGM Management Company Pty Ltd
ABN 45 101 199 731
BHP Billiton Aluminium (RAA) Pty Ltd
ABN 54 095 831 119
BHP Billiton Aluminium (Worsley) Pty Ltd
ABN 33 088 336 921
Japan Alumina Associates (Australia) Pty Ltd
ABN 42 008 907 524
Sojitz Alumina Pty Ltd
ABN 59 009 309 344
BHP Billiton Worsley Alumina Pty Ltd
ABN 58 008 905 155

 

 

DISPONEE’S DEED OF COVENANT
(RESTATED BODDINGTON GOLD MINE CROSS OPERATION AGREEMENT)
    This Deed of Covenant is made this            day            of 2009
 
    Between:
 
    Saddleback Investments Pty Ltd ACN 134 978 224 of Level 1, 388 Hay Street, Subiaco, Western Australia (Disponee)
 
    Newmont Boddington Pty Ltd ABN 32 062 936 547 of Level 1, 388 Hay Street, Subiaco, Western Australia
 
    BGM Management Company Pty Ltd ABN 45 101 199 731 of Level 1, 388 Hay Street, Subiaco, Western Australia
 
    BHP Billiton Aluminium (RAA) Pty Ltd ABN 54 095 831 119 of Gastaldo Road, Allanson, Western Australia
 
    BHP Billiton Aluminium (Worsley) Pty Ltd ABN 33 088 336 921 of Gastaldo Road, Allanson, Western Australia
 
    Japan Alumina Associates (Australia) Pty Ltd (formerly Kobe Alumina Associates (Australia) Pty Ltd) ABN 42 008 907 524 of Level 21, 140 St Georges Terrace, Perth, Western Australia
 
    Sojitz Alumina Pty Ltd (formerly Nissho Iwai Alumina Pty Ltd) ABN 59 009 309 344 of Level 9, 172 — 176 St Georges Terrace, Perth, Western Australia
 
    BHP Billiton Worsley Alumina Pty Ltd ABN 58 008 905 155 of Gastaldo Road, Allanson, Western Australia
 
    (collectively, the Continuing Parties)
RECITALS
A.   By a joint venture agreement dated 7 February 1980 (the Worsley Joint Venture Agreement), Reynolds Australia Alumina, Ltd, The Shell Company of Australia Limited, Dampier Mining Company Limited and Kobe Alumina Associates (Australia) Pty Limited associated themselves in a joint venture for the purpose of the exercise and development of the Worsley Agreement Rights as defined, and by the means prescribed, in the Worsley Joint Venture Agreement.
 
B.   By a joint venture agreement dated 31 March 1987 (the Original BGM Joint Venturers Agreement), the parties referred to in Recital A established a joint venture for the purposes of the development of the BGM Project.
 
C.   By a cross-operation agreement dated 31 May 1988 (the Original Cross Operation Agreement), the then current parties to the Worsley Joint Venture Agreement and the Original BGM Joint Venturers Agreement made provision for the regulation of certain

2.

 

    aspects of the relationship between the Worsley Joint Venturers and the BGM Joint Venturers.
 
D.   Due to certain agreed changes to the management arrangements for the BGM Joint Venture and the Worsley Joint Venture, the Original Cross Operation Agreement was replaced and restated pursuant to an agreement dated 30 September 2002 and entitled ‘Restated Boddington Gold Mine Cross Operation Agreement’ between the Worsley Joint Venturers, the Boddington Joint Venturers, the Worsley Manager and the BGM Manager (the Restated Cross Operation Agreement).
 
E.   AngloGold Ashanti Australia Limited proposes to dispose of the whole of its Joint Venture Interest to the Disponee pursuant to Clause 10.1 of the Restated Cross Operation Agreement, and it is a precondition to such disposition that the Disponee execute and deliver to the Continuing Parties a Deed of Covenant in, or substantially in, the form of this Deed.
IT IS AGREED as follows:
1.   For the purposes of this Deed, words and expressions defined or given a special meaning in the Restated Cross Operation Agreement have the same meaning when used in this Deed.
 
2.   The Disponee hereby covenants with each of the Continuing Parties to be bound by, and observe and perform, all the obligations on the part of a BGM Joint Venturer whether generally or specifically in that capacity contained in the Restated Cross Operation Agreement.
 
3.   For the purposes of Clause 18 of the Restated Cross Operation Agreement, the address of the Disponee to which any notice, consent or other instrument required or authorised to be given under the Restated Cross Operation Agreement must be sent is:
         
 
  Address:   Level 1, 388 Hay Street, Subiaco WA 6008
 
  Fax:   +61-8-9423-6176 
 
  Attention:   Company Secretary
4.   This Deed may be executed in any number of counterparts each of which shall be deemed an original but all of which shall constitute one and the same instrument.
 
5.   This Deed is governed by the laws of Western Australia.

3.

 

EXECUTED and delivered as a deed in Perth.
     
Executed as a deed in accordance with section 127
of the Corporations Act 2001
by SADDLEBACK INVESTMENTS PTY LTD:
    
 
    
 
   
Signature of director
  Signature of director/secretary
 
    
 
   
Name of director
  Name of director/secretary
 
    
Executed as a deed in accordance with section 127
of the Corporations Act 2001
by NEWMONT BODDINGTON PTY LTD:
    
 
    
 
   
Signature of director
  Signature of director/secretary
 
    
 
   
Name of director
  Name of director/secretary
 
    
Executed as a deed in accordance with section 127
of the Corporations Act 2001
by BGM MANAGEMENT COMPANY PTY LTD:
    
 
    
 
   
Signature of director
  Signature of director/secretary
 
    
 
   
Name of director
  Name of director/secretary

4.

 

     
Executed as a deed in accordance with section 127
of the Corporations Act 2001
by BHP BILLITON ALUMINIUM (RAA)PTY LTD:
    
 
    
 
   
Signature of director
  Signature of director/secretary
 
    
 
   
Name of director
  Name of director/secretary
 
    
Executed as a deed in accordancewith section 127
of the CorporationsAct 2001
by BHP BILLITON ALUMINIUM (WORSLEY)
PTY LTD:
    
 
    
 
   
Signature of director
  Signature of director/secretary
 
    
 
   
Name of director
  Name of director/secretary
 
    
Executed as a deed in accordance with section 127
of the Corporations Act 2001
by JAPAN ALUMINA ASSOCIATES (AUSTRALIA) PTY LTD:
    
 
    
 
   
Signature of director
  Signature of director/secretary
 
    
 
   
Name of director
  Name of director/secretary

5.

 

     
Executed as a deed in accordance with section 127
of the Corporations Act 2001
by SOJITZ ALUMINA PTY LTD:
    
 
    
 
   
Signature of director
  Signature of director/secretary
 
    
 
   
Name of director
  Name of director/secretary
 
    
Executed as a deed in accordance with section 127
of the Corporations Act 2001
by BHP BILLITON WORSLEY ALUMINAPTY LTD:
    
 
    
 
   
Signature of director
  Signature of director/secretary
 
    
 
   
Name of director
  Name of director/secretary

6.

 

Schedule 7
DEED OF RELEASE (AGAA BODDINGTON GOLD MINE DEED OF CROSS CHARGE)

 

 

(ALLENS ARTHUR ROBINSON LOGO)
Deed of Release
(AGAA Boddington Gold Mine Deed
of Cross Charge)
AngloGold Ashanti Australia Limited
ABN 42 008 737 424
Newmont Boddington Pty Ltd
ABN 32 062 936 547
BGM Management Company Pty Ltd
ABN 45 101 199 731
Allens Arthur Robinson
Level 37
QV.1 Building
250 St Georges Terrace
Perth WA 6000
Tel +61 8 9488 3700
Fax +61 8 9488 3701
www.aar.com.au
© Copyright Allens Arthur Robinson, Australia 2009

 

 

Deed of Release
Table of Contents
         
1. INTERPRETATION
     2  
2. RELEASE BY RELEASORS
     3  
3. COUNTERPARTS
     4  
4. GOVERNING LAW
     4  
5. GIVING EFFECT TO THIS DOCUMENT
     4  
6. OPERATION OF THIS DOCUMENT
     4  
7. Costs and Stamp Duty
     4  

 

 

Deed of Release
Date
Parties
  1.   AngloGold Ashanti Australia Limited (ABN 42 008 737 424) of Level 13 St Martin’s Tower, 44 St Georges Terrace, Perth, Western Australia, 6000 (AGAA)
 
  2.   Newmont Boddington Pty Ltd (ABN 32 062 936 547) of Level 1, 388 Hay Street, Subiaco, Western Australia, 6008 (Newmont)
 
  3.   BGM Management Company Pty Ltd (ABN 45 101 199 731) of Level 1, 388 Hay Street, Subiaco, Western Australia, 6008 (Manager)
Recitals
  A   Under the Deed of Cross Charge, AGAA charges certain property in accordance with the terms of the Joint Venture Agreement.
 
  B   Under the terms of a Sale and Purchase Agreement (SPA) dated [*] between Saddleback Investments Pty Ltd (ACN 134 978 224) and AGAA (among others), with effect from the Completion Date, AGAA has sold and Saddleback Investments Pty Ltd has purchased, the entire BGM Interest of AGAA.
 
  C   In accordance with clause 15(a) of the Deed of Cross Charge, the Releasors have agreed to release AGAA from the Deed of Cross Charge on the terms and conditions set out in this document.
It is agreed as follows.
1. Definitions and Interpretation
1.1   Definitions
 
    In this document unless the context requires otherwise, the following definitions apply.
 
    BGM Interest has the meaning given in the Joint Venture Agreement.
 
    Completion Date means [*].
 
    Claim means, in relation to a party, a demand, claim, action or proceeding made or brought by or against the party, however arising and whether present, unascertained, immediate, future or contingent.
 
    Deed of Cross Charge means the Boddington Gold Mine Deed of Cross Charge dated 29 May 1987 the current parties to which are AGAA and the Releasors.
 
    Joint Venture Agreement means the Further Restated BGM Joint Venturers Agreement dated 17 November 2006 between AGAA and the Releasors.

Page 2

 

Deed of Release
    Liabilities means debts, obligations, liabilities, losses, expenses, costs and damages of any kind and however arising, including penalties, fines, and interest and including those which are prospective or contingent and those the amount of which for the time being is not ascertained or ascertainable.
 
    Loss means losses, liabilities, claims, proceedings, actions, demands, damages, costs, charges, expenses or diminution in value, however arising, and whether present or future, fixed or unascertained, actual or contingent.
 
    Releasors means Newmont and the Manager.
 
1.2   Interpretation
 
    Headings are for convenience only and do not affect interpretation. The following rules apply unless the context requires otherwise.
  (a)   The singular includes the plural, and the converse also applies.
 
  (b)   A gender includes all genders.
 
  (c)   If a word or phrase is defined, its other grammatical forms have a corresponding meaning.
 
  (d)   A reference to a person includes a corporation, trust, partnership, unincorporated body or other entity, whether or not it comprises a separate legal entity.
 
  (e)   A reference to a clause or schedule is to a clause of or schedule to this Deed.
 
  (f)   A reference to an agreement or document (including a reference to this Deed) is to the agreement or document as amended, supplemented, novated or replaced, except to the extent prohibited by this Deed or that other agreement or document and includes the recitals, schedules and annexures to that agreement or document.
 
  (g)   A reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it.
2. Release by Releasors
    With effect on and from the Completion Date, each Releasor irrevocably releases and forever discharges:
  (a)   AGAA from all Claims, Losses and Liabilities that, but for this release, the Releasor may have had or brought, or at any time in the future may have or bring, against AGAA under the Deed of Cross Charge; and
 
  (b)   all property charged under the Deed of Cross Charge from the charge or charges constituted by that document.

Page 3

 

Deed of Release
3. Counterparts
This Deed may be executed in any number of counterparts. All counterparts together will be taken to constitute the one document.
4. Governing Law
This Deed is governed by the law in force in Western Australia. Each party submits to the non-exclusive jurisdiction of the courts of Western Australia, and any courts which may hear appeals from those courts, in respect of any proceedings in connection with this Deed.
5. Giving Effect To This Document
Each party must do anything (including execute any document), and must ensure that its employees and agents do anything (including execute any document), that any other party may reasonably require to give full effect to this document.
6. Operation Of This Document
Any provision of this Deed which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this Deed enforceable, unless this would materially change the intended effect of this Deed.
7. Costs and Stamp Duty
Each party must bear its own costs arising out of the negotiation, preparation and execution of this Deed. All stamp duty (including fines, penalties and interest) payable on or in connection with this Deed and any instrument executed under or any transaction evidenced by this Deed must be borne by Newmont.

Page 4

 

Deed of Release
     
EXECUTED and delivered as a deed in Perth.
    
 
    
Executed as a deed in accordance with section 127 of the Corporations Act 2001 by
AngloGold Ashanti Australia Limited:
    
 
    
 
   
Director Signature
  Director/Secretary Signature
 
    
 
   
Print Name
  Print Name
 
    
Executed as a deed in accordance with section 127 of the Corporations Act 2001 by
Newmont Boddington Pty Ltd:
    
 
    
 
   
Director Signature
  Director/Secretary Signature
 
    
 
   
Print Name
  Print Name
 
    
Executed as a deed in accordance with section 127 of the Corporations Act 2001 by
BGM Management Company Pty Ltd:
    
 
    
 
   
Director Signature
  Director/Secretary Signature
 
    
 
   
Print Name
  Print Name

Page 5

 

Schedule 8
GENERAL DEED OF ASSIGNMENT BGM INTEREST

 

 

ANGLOGOLD ASHANTI AUSTRALIA LIMITED
ABN 42 008 737 424
AND
SADDLEBACK INVESTMENTS PTY LTD
ACN 134 978 224
 
GENERAL DEED OF ASSIGNMENT
BGM INTEREST
 
(WATSONS LOGO)

 

 

(WATSONS LOGO)
TABLE OF CONTENTS
         
1. DEFINITIONS AND INTERPRETATIONS
     3  
2. ASSIGNMENT
     3  
3. ASSUMPTION OF LIABILITIES
     3  
4. FURTHER ASSURANCES
     4  
5. RELATIONSHIP Between this deed and SPA
     4  
6. COSTS AND STAMP DUTY
     4  
7. GOVERNING LAW AND JURISDICTION
     4  

 

 

         
THIS DEED OF ASSIGNMENT is made this   day of          2009    
BETWEEN
ANGLOGOLD ASHANTI AUSTRALIA LIMITED
ABN 42 008 737 424
of Level 13, St Martins Tower, 44 St Georges Terrace, Perth WA 6000
(Assignor)
AND
SADDLEBACK INVESTMENTS PTY LTD
ACN 134 978 224
of Level 1 388 Hay Street, Subiaco, Western Australia, 6206
(Assignee)
BACKGROUND
A.   The Assignor is a party to the Further Restated BGM Joint Venturers Agreement (BGMJVA) dated 17 November 2006 between the Assignor, Newmont Boddington Pty Ltd ABN 32 062 936 547 (Newmont Boddington) and BGM Management Company Pty Ltd ABN 45 101 199 731 (Manager).
 
B.   The Assignor has a BGM Interest in and under the BGMJVA representing a Proportionate Share of 33 and 3/9%.
 
C.   The Assignor has agreed to sell, and the Assignee has agreed to purchase, the BGM Interest of the Assignor on the terms and conditions set out in the SPA.
 
D.   In accordance with their respective obligations under the SPA, the parties wish to provide for the complete vesting in the Assignee of the Assignor’s BGM Interest and the Assignor’s Related Rights on the terms and conditions set out in this Deed.
IT IS AGREED as follows:
1.   DEFINITIONS AND INTERPRETATIONS
  (1)   In this Deed including the Background, unless the context otherwise requires, the following expressions have the following meanings respectively:
 
      Agreement means each of the agreements, deeds and other documents described in the Schedule to this Deed as amended, supplemented, novated, assigned and assumed up to the date of this Deed.] [Schedule to be confirmed.]
 
      BGMJVA has the meaning given in paragraph A of the Background.
 
      Related Rights means all rights, title and interest of the Assignor in, to and under each Agreement to the extent such rights, title and interest are not comprised in the BGM Interest.
 
      SPA means the agreement entitled “Sale and Purchase Agreement Boddington Gold Mine Sale Interest” dated [insert] between the Assignor, AngloGold Ashanti Limited ARBN 090 101 170, the Assignee, Newmont Boddington, Newmont Australia Limited, Newmont Mining Corporation and the Manager.

 

 

  (2)   In this Deed including the Background, unless the context otherwise requires:
 
  (a)   references to the parties include their successors and assigns;
 
  (b)   all capitalised terms not defined in clause 1(1) shall have the meanings given to them in the SPA;
 
  (c)   headings are for convenience only and shall not affect the construction of this Deed;
 
  (d)   a reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions) as amended, novated, supplemented or replaced from time to time;
 
  (e)   words importing the singular include the plural and vice versa; and
 
  (f)   where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning.
2.   ASSIGNMENT
 
2.1   Subject to clause 2.3, the Assignor assigns, transfers and sets over to the Assignee the Assignor’s BGM Interest and the Assignor’s Related Rights (including, for avoidance of doubt, its rights and interests as both an income beneficiary and a capital beneficiary under the Boddington Housing Trust No 2 referred to in paragraph under 5 of the Schedule) to hold the same unto the Assignee absolutely.
 
2.2   Subject to clause 2.3, the Assignor assigns, transfers and sets over to the Assignee the whole of the Assignor’s interest in contracts entered into by the Manager in its capacity as manager of the BGMJV to hold the same unto the Assignee absolutely.
 
2.3   The assignment, transfer and setting over in clauses 2.1 and 2.2 takes effect on and from the Completion Date (as defined in the SPA), except in respect of any Agreement that requires, as a condition to be satisfied prior to an assignment of that Agreement, that the consent of any person be obtained or that any document be executed and/or delivered and in the case of each of those Agreements that assignment, transfer and setting over shall take effect upon that condition having been satisfied.
 
3.   ASSUMPTION OF LIABILITIES
 
    The Assignee:
  (a)   agrees duly and punctually to perform and observe all of the obligations of the Assignor falling due for observance or performance under the Agreements; and
 
  (b)   subject to the terms of the SPA, accepts and assumes responsibility for all Assumed Liabilities, including Liabilities relating to or arising out of each Agreement,
    with effect on and from the Completion Date (as defined in the SPA).

 

 

4.   FURTHER ASSURANCES
 
4.1   The Assignor shall, from time to time, at the request of the Assignee, execute and deliver such further instruments of transfer and assignment and take such other actions as the Assignee may reasonably request in order to vest in the Assignee title to the Assignor’s BGM Interest and the Assignor’s Related Rights (including joining with the Assignee in giving notice of the assignment of any Agreement).
 
4.2   The Assignee shall, from time to time, at the request of the Assignor, execute and deliver such further instruments and take such other actions as the Assignor may reasonably request in order for the Assignee to more fully and effectually assume the Assignor’s obligations in accordance with clause 3.
 
5.   RELATIONSHIP BETWEEN THIS DEED AND SPA
 
    For the avoidance of doubt, this Deed:
  (a)   is entered into in accordance with the parties’ obligations under clauses 6.3 and 6.4 of the SPA; and
 
  (b)   does not:
  (i)   derogate from, limit, abrogate or otherwise affect the SPA which shall continue in full force and effect notwithstanding this Deed; or
 
  (ii)   confer any right, or impose any obligation, in addition to those contemplated in the SPA other than those rights and obligations expressly set out in this Deed.
6.   COSTS AND STAMP DUTY
 
6.1   Except to the extent specified in clause 6.2, each party must bear and is responsible for its own costs in connection with the preparation, execution, completion and carrying into effect of this Deed and all taxes imposed on it arising out of or in any way connected with this Deed or the transactions it contemplates.
 
6.2   The Assignee must bear and is responsible for, and must indemnify and keep indemnified the Assignor against, all stamp duty (together with any related interest, penalty, fine and expense) and registration fees payable on or in respect of or as a consequence of:
  (a)   this Deed; and
 
  (b)   any instrument, document, agreement, deed or transaction contemplated in or necessary to give effect to this Deed.
7.   GOVERNING LAW AND JURISDICTION
 
7.1   The laws of Western Australia shall govern this Deed.
 
7.2   Each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in Western Australia, and any court that may hear appeals from any of those courts, for any proceedings in connection with this document, and waives any right it might have to claim that those courts are an inconvenient forum.

 

 

SCHEDULE
[To be confirmed]
1.   BGMJVA.
 
2.   Restated Boddington Gold Mine Management Agreement dated 17 November 2006 between the Assignor, Newmont Boddington and the Manager.
 
3.   Boddington Gold Mine Titles Deposit Agreement dated 31 March 1987 made between West Australian Trustees Limited (now Perpetual Trustees W.A. Pty Ltd), Reynolds Australia Alumina, Ltd, The Shell Company of Australia Limited, BHP Minerals Limited (now the Assignor), Kobe Alumina Associates (Australia) Pty Ltd (now JAA) and Worsley Alumina Pty Ltd.
 
4.   Boddington Gold Mine Cross Charge dated 22 March 1995 and given by Newmont Boddington.
 
5.   Trust Deed dated 11 December 1987 between Worsley Alumina Pty Ltd and Boddington Housing Pty Ltd establishing Boddington Housing Trust No 2.
 
6.   Boddington Housing Agreement No 2 dated 11 December 1987 between Reynolds Australia Alumina, Ltd, Billiton Australia Gold Pty Ltd (now the Assignor), BHP Gold Mines Limited (now Newcrest Operations Pty Ltd), Kobe Alumina Associates (Australia) Pty Limited (now JAA) and Boddington Housing Pty Ltd.
 
7.   Restated Boddington Gold Mine Cross-Operation Agreement dated 30 September 2002 between the Assignor, Newmont Boddington, Newcrest Operations Pty Ltd,, BGM Management Company Pty Ltd, Billiton Aluminium (RAA) Pty Ltd, Billiton Aluminium (Worsley) Pty Ltd, Kobe Alumina Associates (Australia) Pty Ltd (now JAA), Nissho Iwai Alumina Pty Ltd (now Sojitz Alumina Pty Ltd) and Worsley Alumina Pty Ltd and all Disponee’s Deeds of Covenant executed under clause 10 of that document.
 
8.   Deed of Sublease (Non-Bauxite sublease in relation to 3 and 1/3% interest in Mining Leases M70/21-25) dated 28 February 2007 between JAA and the Assignor.
 
9.   Deed of Sublease (Non-Bauxite sublease in relation to 30% interest in Mining Lease M70/21 – 25) dated 28 February 2007 between Billiton Aluminium (Worsley) Pty Ltd and the Assignor.
 
10.   Saddleback Compensation Agreement dated 14 February 2001 between Reynolds Australia Alumina Ltd, LLC, Billiton Aluminium (Worsley) Pty Ltd, Kobe Alumina Associates (Australia) Pty Ltd (now JAA), Nissho Iwai Alumina Pty Ltd (now Sojitz Alumina Pty Ltd), Normandy Boddington Pty Ltd (now Newmont Boddington), the Assignor and Newcrest Mining (WA) Pty Ltd (now Newcrest Operations Pty Ltd).
 
11.   Hedges Gold Mine Sale and Purchase Agreement dated 8 October 1998 between Normandy Boddington Pty Ltd (now Newmont Boddington), the Assignor), Newcrest Mining (WA) Pty Ltd (now Newcrest Operations Pty Ltd), Alcoa of Australia Limited and Hedges Gold Pty Ltd.
 
12.   Farm-In Agreement dated 8 May 2001 between Normandy Boddington Pty Ltd (now Newmont Boddington), the Assignor, Newcrest Mining (WA) Pty Ltd (now Newcrest Operations Pty Ltd), Alcoa of Australia Limited and Hedges Gold Pty Ltd.

 

 

13.   The agreement arising from the Notice to Sell (in respect of its interest in the Boddington Gold Mine Joint Venture) dated 10 November 1994 issued by Kobe Alumina Associates (Australia) Pty Ltd (now JAA), and Acacia Resources Limited’s (now the Assignor’s) Offer in Response to Notice to Sell dated 12 December 1994.]
 
14.   Deed of Transfer between Reynolds Australia Alumina, Ltd, Billiton Australia Pty Ltd (now Billiton Aluminium Australia Pty Ltd), Kobe Alumina Associates (Australia) Pty Ltd (now JAA), Nissho Iwai Alumina Pty Ltd (now Sojitz Alumina Pty Ltd), Reynolds Metals Company, Newcrest Mining (WA) Ltd (now Newcrest Operations Pty Ltd), Normandy Boddington Pty Ltd (now Newmont Boddington), Acacia Resources Limited (now the Assignor) and Worsley Alumina Pty Ltd dated 28 April 1998.
 
15.   Deed of Assignment between Kobe Alumina Associates (Australia) Pty Ltd (now JAA) and Acacia Resources Limited (now the Assignor) dated 28 March 1995 relating to a 3 3/9% BGM Interest.
 
16.   Sale and Purchase Agreement between Sotico Pty Ltd (as vendor) and the Assignor, Newcrest Operations Pty Ltd and Newmont Boddington (as purchasers) dated 3 February 2006 relating to parts of Lots 526, 529 and 530 on Deposited Plan 228488 and all other agreements entered into on or before Completion occurring which are contemplated by or for the purposes of that Agreement and to which the Assignor and Newmont Boddington are parties.
 
17.   Sale and Purchase Agreement between Bunnings Forest Products Pty Ltd (now Sotico Pty Ltd), Bunnings Limited (now Wesfarmers Bunnings Limited), Reynolds Australia Metals, Ltd, Billiton Australia Gold Pty Ltd (now the Assignor), Newcrest Mining (WA) Limited (now Newcrest Operations Pty Ltd), and Kobe Alumina Associates (Australia) Pty Ltd (now JAA) dated 19 July 1991.
 
18.   Lease Agreement between Bunnings Forest Products Pty Ltd (now Sotico Pty Ltd), Reynolds Australia Metals, Ltd, Billiton Australia Gold Pty Ltd (now the Assignor), Newcrest Mining (WA) Limited (now Newcrest Operations Pty Ltd), and Kobe Alumina Associates (Australia) Pty Ltd (now JAA) dated 19 July 1991.
 
19.   Bauxite Covenant and Supplemental Deed between Bunnings Forest Products Pty Ltd (now Sotico Pty Ltd), Reynolds Australia Metals, Ltd, Billiton Australia Gold Pty Ltd (now the Assignor), Newcrest Mining (WA) Limited (now Newcrest Operations), Kobe Alumina Associates (Australia) Pty Ltd (now JAA) (as a BGM Joint Venturer), Reynolds Australia Alumina, Ltd, The Shell Company of Australia Limited, Kobe Alumina Associates (Australia) Pty Ltd (now JAA) (as a Bauxite/Alumina Joint Venturer) and Nisho Iwai Alumina Pty Ltd (now Sojitz Alumina Pty Ltd) dated 19 July 1991.
 
20.   Forest Management Agreement between Reynolds Australia Metals, Ltd, Billiton Australia Gold Pty Ltd (now the Assignor), Newcrest Mining (WA) Limited (now Newcrest Operations Pty Ltd), Kobe Alumina Associates (Australia) Pty Ltd (now JAA) and Bunnings Forest Products Pty Ltd (now Sotico Pty Ltd) dated 19 July 1991
 
21.   Letter of Undertaking from the Assignor, Newcrest Operations Pty Ltd and Newmont Boddington to Billiton Aluminium Australia Pty Ltd and Kobe Alumina Associates (Australia) Pty Ltd (now JAA) dated 1 September 2001.
 
22.   EPCM Agreement (AUS-BDG-2005-017) effective 28 October 2005 between BGM Management Company Pty Ltd and Aker Kvaerner Clough Murray & Roberts Joint Venture.

 

 

23.   Mining Equipment Supply Agreement and Maintenance Agreement both between BGM Management Company Pty Ltd and Bucyrus (Australia) Pty Ltd and both dated 28 April 2006.
 
24.   Lease Agreement dated [xxxxx] between Gibbs and BGM Management Company Pty Ltd.
 
25.   Letter agreement in respect of L70/95 dated 20 April 2006 between WAPL and BGM Management Company Pty Ltd.
 
26.   Crown lease dated 18 June 2008 in favour of the Assignor and Newmont Boddington.
 
27.   Interconnection Works Agreement dated 25 January 2007 between Electricity Networks Corporation and BGM Management Company Pty Ltd.
 
28.   Power Purchase Agreement dated 7 July 2006 between BGM Management Company Pty Ltd and Griffin Energy Pty Ltd (Need to list deed of priority also as well as securities).
 
29.   Joint Venturer’s Deed Poll dated 19 January 2007 between the Assignor and Newmont Boddington.
 
30.   Moorditj Booja – A Community Partnership Agreement dated 16 August 2006 between Gnaala Karla Booja People, South West Aboriginal Land & Sea Council, Newmont Boddington, the Assignor and the Manager.
 
31.   Preservation of Aboriginal Heritage Agreement dated 22 March 2007 between NBPL, AngloGold, Gnaarla Karla Booja and South West Aboriginal Land & Sea Council.
 
32.   Deed for grant of mining tenements dated 18 July 2006 State of WA, Native title parties, the Assignor, Newmont Boddington Pty Ltd and Newcrest Mining (WA) Pty Ltd (now Newcrest Operations Pty Ltd).
 
33.   Contract of sale for lots 98, 99, 200 Bannister-Marradong Rd Boddington dated 10 July 2008 BGM Management Company Pty Ltd, AngloGold Ashanti Australia Pty Ltd, WA Country Builders Pty Ltd.
 
34.   2007 Sale and Purchase Agreement dated 12 November 2007 between Newmont Boddington, the Assignor and Sotico Pty Ltd.
 
35.   Deed of assignment and assumption Bauxite Exploration Agreement dated 14 April 2008 between Sotico Pty Ltd, Newmont Boddington Pty Ltd, the Assignor and Worsley Alumina Pty Ltd (now BHP Worsley Alumina Pty Ltd)
 
36.   Bauxite Covenant and Supplemental Deed between Sotico Pty Ltd, Newmont Boddington, the Assignor, Billiton Aluminium (RAA) Pty Ltd (now BHP Billiton Aluminium (RAA) Pty Ltd), Billiton Aluminium (Worsley) Pty Ltd (now BHP Billiton Aluminium (Worsley) Pty Ltd, Japan Alumina Associates (Australia) Pty Ltd and Sojitz Alumina Pty Ltd dated 14 April 2008.
 
37.   Deed of variation Forest Management Agreement dated 14 April 2008 between Sotico Pty Ltd, Newmont Boddington and the Assignor.
 
38.   Services & Transition Agreement dated 30 September 2002 between Worsley Alumina Pty Ltd, the Manager, Billiton RAA Pty Ltd, Billiton Aluminium (Worsley) Pty Ltd, JAA, Nissho Iwai, Newmont Boddington, Newcrest Operations Pty Ltd and the Assignor (to the extent it survived termination).

 

 

39.   All other deeds and agreement relating to the Boddington Gold Mine Joint Venture entered into by the Assignor or by which the Assignor is bound in each case in common with all other Joint Venturers.
                 
EXECUTED and delivered as a deed in Perth.
                
 
                
EXECUTED as a deed in accordance with
    )          
section 127 of the Corporations Act 2001 by
    )          
ANGLOGOLD ASHANTI
    )          
AUSTRALIA LIMITED:
    )          
 
    )          
 
                
Director
          
Director/Secretary
    
 
                
 
               
Name of Director
          Name of Director/Secretary    
 
                
EXECUTED as a deed in accordance
    )          
with section 127 of the Corporations Act 2001
    )          
by SADDLEBACK INVESTMENTS
    )          
PTY LTD:
    )          
 
    )          
 
                
 
               
Director
          Director/Secretary    
 
                
 
               
Name of Director
          Name of Director/Secretary    

 

 

Schedule 9
DEED OF COVENANT AND RELEASE HEDGES GOLD MINE SALE AND PURCHASE AGREEMENT

 

 

Deed of Covenant and Release
Hedges Gold Mine
Sale and Purchase Agreement
Saddleback Investments Pty Ltd
ACN 134 978 224
Newmont Boddington Pty Ltd
ABN 32 062 936 574
AngloGold Ashanti Australia Limited
ABN 42 008 737 424
Alcoa of Australia Limited
ABN 93 004 879 298
Hedges Gold Pty Ltd
ABN 15 005 592 067

 

 

DEED OF COVENANT AND RELEASE
DATE
BETWEEN
    Saddleback Investments Pty Ltd ACN 134 978 224 (Covenantor)
 
    Newmont Boddington Pty Ltd ABN 32 062 936 574 (formerly named Normandy Boddington Pty Ltd) (Newmont)
 
    AngloGold Ashanti Australia Limited ABN 42 008 737 424 (formerly named Acacia Resources Limited) (AngloGold)
 
    Alcoa of Australia Limited ABN 93 004 879 298 (Alcoa)
 
    Hedges Gold Pty Ltd ABN 15 005 592 067 (Hedges)
RECITALS
A.   Newmont, AngloGold, Alcoa and Hedges are now the parties to an agreement dated 8 October 1998 entitled Hedges Gold Mine Sale and Purchase Agreement (Hedges Agreement) under which certain assets comprising the Hedges Gold Mine were sold by Alcoa and Hedges and purchased by Newmont, AngloGold and Newcrest Operations Limited (ABN 80 009 221 505).
 
B.   As a result of the sale and purchase referred to in Recital A, the Hedges Gold Mine was subsumed within the Boddington Gold Mine Joint Venture.
 
C.   Under the terms of the SPA, AngloGold has agreed to sell, and the Covenantor has agreed to purchase, the entire interest of AngloGold in the Boddington Gold Mine Joint Venture.
 
D.   With effect from completion under the SPA, AngloGold wishes to assign to the Covenantor, and the Covenantor wishes to assume, all of AngloGold’s right, title, interest, obligations and liabilities under the Hedges Agreement, including the Trust Property.
 
E.   Clause 24.2 of the Hedges Agreement provides that:
  (a)   AngloGold may assign its rights under the Hedges Agreement and any property acquired or held by it pursuant to that agreement; and
 
  (b)   if AngloGold holds any such rights or property on trust for another party to the Hedges Agreement (pursuant to the terms of that agreement), AngloGold shall only be entitled to assign those rights or property if the intended assignee first enters into a deed of covenant with that other party in a form reasonably acceptable to that other party, under which the intended assignee:

 

 

  (i)   confirms that the relevant rights or property shall be acquired subject to the relevant trust arrangement; and
 
  (ii)   agrees to comply with all of the terms and conditions of the Hedges Agreement that relate to that trust arrangement.
F.   As at the date of this Deed, AngloGold and Newmont in their capacity as participants in the Boddington Gold Mine Joint Venture hold the Trust Property on trust for Alcoa pursuant to clause 12 of the Hedges Agreement.
 
G.   The Covenantor enters into this Deed in compliance with clause 24.2 of the Hedges Agreement.
OPERATIVE PROVISIONS
1.   DEFINITIONS AND INTERPRETATION
 
1.1   Definitions
 
    BGMMCo means BGM Management Company Pty Ltd (ABN 45 101 199 731).
 
    Boddington Gold Mine Joint Venture means the joint venture carried on under the name ‘Boddington Gold Mine Joint Venture’ as constituted from time to time pursuant to the Joint Venture Agreement.
 
    Hedges Gold Mine means the gold mining operations within the area of Section 2 of ML264SA.
 
    Joint Venture Agreement means the Further Restated BGM Joint Venturers Agreement dated 17 November 2006 between Newmont, AngloGold and BGMMCo.
 
    Newmont Mining means Newmont Mining Corporation, a company incorporated in the USA.
 
    SPA means the Sale and Purchase Agreement Boddington Gold Mine Joint Venture dated [#] 2009 between AngloGold, AngloGold Ashanti Limited (ARBN 090 101 170), the Covenantor, Newmont, Newmont Australia Limited (ABN 86 009 295 765), Newmont Mining and BGMMCo.
 
    Trust Property means Section 1 of ML264SA (as described in the Hedges Agreement).
 
1.2   Interpretation
 
    In this Deed, unless the context otherwise:
  (a)   terms defined in the Recitals have the meaning given in the Recitals;
 
  (b)   headings are for convenience only and do not affect interpretation;
 
  (c)   words importing the singular include the plural and vice versa;

2.

 

  (d)   a reference to any agreement or document (including this Deed) is to that agreement or document (and, where applicable, any of its provisions) as amended, novated, supplemented or replaced from time to time;
 
  (e)   a reference to any party includes that party’s executors, administrators, substitutes, successors and permitted assigns;
 
  (f)   where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
 
  (g)   a reference to legislation is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it; and
 
  (h)   a reference to any thing (including any right) includes a part of that thing.
2.   COVENANT
 
    In accordance with clause 24.2 of the Hedges Agreement, with effect on and from Completion (as defined in the SPA) the Covenantor:
  (a)   confirms that the Trust Property acquired by it under the SPA is subject to the trust arrangements set out in the Hedges Agreement; and
 
  (b)   agrees to comply with all of the terms and conditions of the Hedges Agreement that relate to the trust arrangement referred to in paragraph (a).
3.   CONSENT TO ASSIGNMENT
 
    Each of Newmont, Alcoa and Hedges consents to:
  (a)   the assignment by AngloGold to the Covenantor of all of AngloGold’s right, title and interest under the Hedges Agreement, including the Trust Property; and
 
  (b)   the assumption by the Covenantor of all of AngloGold’s right, title, interest, obligations and liabilities under the Hedges Agreement,
    with effect on and from the Completion Date (as defined in the SPA).
4.   RELEASE
 
    With effect on and from the Completion Date (as defined in the SPA), each of Newmont, Alcoa and Hedges releases AngloGold from all its obligations and liabilities under the Hedges Agreement.
5.   COUNTERPARTS
  (a)   This Deed may be executed in counterparts.
 
  (b)   If this Deed is executed in counterparts, each counterpart is an original and all of the counterparts together constitute the same document.

3.

 

6.   COSTS AND STAMP DUTY
  (a)   Except to the extent specified in paragraph (b) of this clause 6, each party must bear and is responsible for its own costs in connection with the preparation, execution, completion and carrying into effect of this Deed.
 
  (b)   The Covenantor must bear and is responsible for, and must indemnify and keep indemnified Alcoa against all stamp duty (together with any related interest, penalty, fine and expense) and registration fees payable on or in respect of or as a consequence of this Deed.
7.   GOVERNING LAW
 
    This Deed is governed by the law in force in Western Australia and the parties submit to the non-exclusive jurisdiction of the courts of Western Australia and any courts which may hear appeals from those courts in respect of any proceedings in connection with this Deed.

4.

 

     
EXECUTED and delivered as a deed in Perth.
    
 
    
Executed as a deed in accordance with section 127 of the Corporations Act 2001 by Saddleback Investments Pty Ltd:
    
 
    
 
   
Director Signature
  Director/Secretary Signature
 
    
 
   
Print Name
  Print Name
 
    
Executed as a deed in accordance with section 127 of the Corporations Act 2001 by Newmont Boddington Pty Ltd:
    
 
    
 
   
Director Signature
  Director/Secretary Signature
 
    
 
   
Print Name
  Print Name
 
    
Executed as a deed in accordance with section 127 of the Corporations Act 2001 by AngloGold Ashanti Australia Limited:
    
 
    
 
   
Director Signature
  Director/Secretary Signature
 
    
 
   
Print Name
  Print Name

5.

 

     
Executed as a deed in accordance with section 127 of the Corporations Act 2001 by Alcoa of Australia Limited:
    
 
    
 
   
Director Signature
  Director/Secretary Signature
 
    
 
   
Print Name
  Print Name
 
    
Executed as a deed in accordance with section 127 of the Corporations Act 2001 by Hedges Gold Pty Ltd:
    
 
    
 
   
Director Signature
  Director/Secretary Signature
 
    
 
   
Print Name
  Print Name

6.

 

Schedule 10
DEED OF COVENANT AND RELEASE — SOTICO AGREEMENTS

 

 

Deed of Covenant and Release —
Sotico Agreements
Saddleback Investments Pty Ltd
ACN 134 978 224
AngloGold Ashanti Australia Limited
ABN 42 008 737 424
Sotico Pty Ltd
ABN 56 008 665 898
Wesfarmers Bunnings Limited
ABN 25 008 673 363
BHP Billiton Aluminium (RAA) Pty Ltd
ABN 54 095 831 119
BHP Billiton Aluminium (Worsley) Pty Ltd
ABN 33 088 336 921
Japan Alumina Associates (Australia) Pty Ltd
ABN 42 008 907 524
Sojitz Alumina Pty Ltd
ABN 59 009 309 344
BHP Billiton Worsley Alumina Pty Ltd
ABN 58 008 905 155

 

 

DEED OF COVENANT AND RELEASE — SOTICO AGREEMENTS
DATE
BETWEEN
Saddleback Investments Pty Ltd ACN 134 978 224 (Covenantor)
AngloGold Ashanti Australia Limited ABN 42 008 737 424 (formerly Billiton Australia Gold Pty Ltd) (AngloGold)
Sotico Pty Ltd ABN 56 008 665 898 (formerly Bunnings Forest Products Pty Ltd) (Sotico)
Wesfarmers Bunnings Limited ABN 25 008 673 363 (formerly Bunnings Limited) (Wesfarmers Bunnings)
BHP Billiton Aluminium (RAA) Pty Ltd ABN 54 095 831 119 (formerly Reynolds Australia Alumina Pty Ltd) (Billiton RAA)
BHP Billiton Aluminium (Worsley) Pty Ltd ABN 33 088 336 921 (Billiton Worsley)
Japan Alumina Associates (Australia) Pty Ltd ABN 42 008 907 524 (formerly Kobe Alumina Associates (Australia) Pty Ltd) (JAA)
Sojitz Alumina Pty Ltd ABN 59 009 309 344 (formerly Nissho Iwai Alumina Pty Ltd) (Sojitz)
BHP Billiton Worsley Alumina Pty Ltd ABN 58 008 905 155 (formerly Worsley Alumina Pty Ltd) (WAPL)
RECITALS
A.   Under the terms of a Sale and Purchase Agreement (SPA) dated [x] between the Covenantor and AngloGold (among others), with effect from the Completion Date, AngloGold has sold and the Covenantor has purchased, the entire interest of AngloGold in the BGM Project (as defined in the SPA).
 
B.   In accordance with the SPA, with effect from the Completion Date, AngloGold wishes to assign to the Covenantor, and the Covenantor wishes to assume, all of AngloGold’s right, title, interest, obligations and liabilities under each of the Sotico Agreements.
 
C.   Each Sotico Agreement permits AngloGold to assign its rights and interest in the Sotico Agreement to the Covenantor provided that the Covenantor enters into a deed of covenant agreeing to perform and observe the obligations, terms and conditions of that Sotico Agreement on the part of AngloGold to be performed and observed.
 
D.   The Covenantor enters into this Deed in compliance with the requirements referred to in Recital C.

 

 

G.   With effect from the Completion Date, each of Sotico, Wesfarmers Bunnings, WAPL and the Bauxite/Alumina Joint Venturers has agreed to release AngloGold from AngloGold’s obligations under the Sotico Agreements to which it is a party on the terms and conditions set out in this Deed.
OPERATIVE PROVISIONS
1.   DEFINITIONS AND INTERPRETATION
 
1.1   Definitions
 
    In this Deed unless the context requires otherwise, terms defined in the Recitals have the meaning given therein and the following definitions apply:
 
    Bauxite/Alumina Joint Venturers means Billiton RAA, Billiton Worsley, JAA and Sojitz.
 
    Bauxite Compensation Agreement means the Bauxite Compensation Agreement dated 27 October 1971 between Bunning Bros. Pty. Ltd. (now known as Sotico Pty Ltd), Alwest Pty Limited (now known as ALW Pty Ltd) and Dampier Mining Company Limited (now known as BHP Billiton Minerals Pty Ltd):
  (a)   as amended by agreements dated 23 March 1972 and 18 August 1975 between the same parties;
 
  (b)   as supplemented by an Alwest Deed of Sale and Covenant dated 7 February 1980 between Alwest Pty Limited (now known as ALW Pty Limited), Dampier Mining Company Limited (now known as BHP Billiton Minerals Pty Ltd), Reynolds Australia Alumina, Ltd. (now known as BHP Billiton Aluminium (RAA) Pty Ltd), The Shell Company of Australia Limited, Kobe Alumina Associates (Australia) Pty Ltd (now known as Japan Alumina Associates (Australia) Pty Ltd);
 
  (c)   as supplemented by a Deed of General Assignment dated 31 May 1988 between BHP Minerals Limited (now known as BHP Billiton Minerals Pty Ltd), Reynolds Australia Alumina, Ltd (now known as BHP Billiton Aluminium (RAA) Pty Ltd), The Shell Company of Australia Limited, and Nissho Iwai Alumina Pty Ltd (now known as Sojitz Alumina Pty Ltd) and a Deed of Covenant dated 31 May 1988 between Bunnings Forest Products Pty Ltd (now known as Sotico Pty Ltd), Reynolds Australia Alumina, Ltd. (now known as BHP Billiton Aluminium (RAA) Pty Ltd), The Shell Company of Australia Limited, Kobe Alumina Associates (Australia) Pty Ltd (now known as Japan Alumina Associates (Australia) Pty Ltd) and Nissho Iwai Alumina Pty Ltd (now known as Sojitz Alumina Pty Ltd);
 
  (d)   as further amended by a Deed of Amendment dated 19 July 1991 between Bunnings Forest Products Pty Ltd (now known as Sotico Pty Ltd), Reynolds Australia Alumina, Ltd. (now known as BHP Billiton Aluminium (RAA) Pty Ltd), The Shell Company of Australia Limited, Kobe Alumina Associates (Australia) Pty Ltd (now known as Japan Alumina Associates (Australia) Pty Ltd) and Nissho Iwai Alumina Pty Ltd (now known as Sojitz Alumina Pty Ltd);

2.

 

  (e)   as supplemented by the 1991 Bauxite Covenant and Supplemental Deed;
 
  (f)   as supplemented by the Deed of Covenant and Novation (Sotico Instruments);
 
  (g)   as supplemented by the Newmont/Newcrest Deed of Covenant and Release;
 
  (h)   as supplemented by the 2006 Bauxite Covenant and Supplemental Deed; and
 
  (i)   as supplemented by the 2007 Bauxite Covenant and Supplemental Deed.
Bauxite Exploration Agreement means the Bauxite Exploration Agreement dated 13 March 2006 between Worsley Alumina Pty Ltd (now known as BHP Billiton Worsley Alumina Pty Ltd) and Sotico as supplemented by the Deed of Assignment and Assumption — Bauxite Exploration Agreement dated 6 December 2006 between Sotico, Newmont Boddington Pty Ltd, AngloGold and Worsley Alumina Pty Ltd (now known as BHP Billiton Worsley Alumina Pty Ltd) and further supplemented by the Deed of Assignment and Assumption — Bauxite Exploration Agreement dated 14 April 2008 between Sotico, Newmont Boddington Pty Ltd, AngloGold and Worsley Alumina Pty Ltd (now known as BHP Billiton Worsley Alumina Pty Ltd).
Claim means, in relation to any person, a claim, action, proceeding, judgment, damage, loss, costs, expense or liability incurred by or to or made or recovered by or against the person, however arising and whether present, unascertained, immediate, future or contingent.
Completion Date means [x].
Deed of Covenant and Novation (Sotico Instruments) means the Deed of Covenant and Novation (Sotico Instruments) dated 12 November 2004 between The Shell Company of Australia Limited, Billiton Aluminium (RAA) Pty Ltd (now known as BHP Billiton Aluminium (RAA) Pty Ltd), Billiton Aluminium Australia Pty Ltd (now known as BHP Billiton Aluminium Australia Pty Ltd), Billiton Aluminium (Worsley) Pty Ltd (now know as BHP Billiton Aluminium (Worsley) Pty Ltd), Japan Alumina Associates (Australia) Pty Ltd, Sojitz Alumina Pty Ltd, Newmont Boddington Pty Ltd, AngloGold, Newcrest Operations Limited and Sotico.
Forest Management Agreement means the Forest Management Agreement dated 19 July 1991 between Reynolds Australia Metals, Ltd (since deregistered), Billiton Australia Gold Pty Ltd (now known as AngloGold Ashanti Australia Limited), Newcrest Mining (W.A.) Limited (now known as Newcrest Operations Limited) and Kobe Alumina Associates (Australia) Pty Limited (now known as Japan Alumina Associates (Australia) Pty Ltd) and Bunnings Forest Products Pty Ltd (now known as Sotico Pty Ltd), as supplemented by a Forest Management Agreement Deed of Covenant dated 13 March 2006 between Newmont Boddington Pty Ltd, AngloGold, Newcrest Operations Limited and Sotico, the Newmont/Newcrest Deed of Covenant and Release, the Deed of Variation — Forest Management Agreement dated 6 December 2006 between Sotico, Newmont Boddington Pty Ltd and AngloGold and the 2007 Deed of Variation — Forest Management Agreement dated 14 April 2008 between Sotico, Newmont Boddington Pty Ltd and AngloGold.

3.

 

Landgate means the Western Australian Land Information Authority established under the Land Information Authority Act 2006 (WA) .
Lease means the Lease Agreement dated 19 July 1991 between Bunnings Forest Products Pty Ltd (now known as Sotico Pty Ltd) and Reynolds Australia Metals, Ltd (since deregistered), Billiton Australia Gold Pty Ltd (now known as AngloGold Ashanti Australia Limited), Newcrest Mining (W.A.) Limited (now known as Newcrest Operations Limited) and Kobe Alumina Associates (Australia) Pty Limited (now known as Japan Alumina Associates (Australia) Pty Ltd) as supplemented by the Newmont/Newcrest Deed of Covenant and Release.
Legal Liability means a duty, liability or obligation affecting the person concerned, however it arises and whether it is present or future, fixed or unascertained, actual or contingent.
Loss means a damage, loss, cost, expense or liability incurred by the person concerned, however it arises and whether it is present or future, fixed or unascertained, actual or contingent.
Newmont/Newcrest Deed of Covenant and Release means the deed entitled “Deed of Covenant and Release” dated 27 October 2006 between Newmont Boddington Pty Ltd, Newcrest Operations Limited and the parties to this Deed other than the Covenantor.
Property means:
  (a)   the ‘Property’ as defined in the 1991 Bauxite Covenant and Supplemental Deed;
 
  (b)   the ‘2006 SPA Property’ as defined in the 2006 Bauxite Covenant and Supplemental Deed; and
 
  (c)   the ‘2007 SPA Property’ as defined in the 2007 Bauxite Covenant and Supplemental Deed.
Sotico Agreements means the 1991 Sale and Purchase Agreement, the Lease, the Bauxite Compensation Agreement, the 1991 Bauxite Covenant and Supplemental Deed, the Forest Management Agreement, the 2006 Sale and Purchase Agreement, the Bauxite Exploration Agreement, the 2006 Bauxite Covenant and Supplemental Deed, the 2007 Sale and Purchase Agreement and the 2007 Bauxite Covenant and Supplemental Deed and any other agreement that was entered into by the parties thereto arising as a consequence of these agreements.
Sotico Caveats means the absolute caveats lodged by Sotico against the titles of the land sold to AngloGold and Newmont Boddington Pty Ltd under clause 8.6 of the 2006 Sale and Purchase Agreement and clause 8.6 of the 2007 Sale and Purchase Agreement.
1991 Bauxite Covenant and Supplemental Deed means the Bauxite Covenant and Supplemental Deed dated 19 July 1991 between Bunnings Forest Products Pty Ltd (now known as Sotico Pty Ltd) and Reynolds Australia Metals, Ltd (since deregistered), Billiton Australia Gold Pty Ltd (now known as AngloGold Ashanti Australia Limited), Newcrest Mining (W.A.) Limited (now known as Newcrest Operations Limited), Kobe Alumina

4.

 

Associates (Australia) Pty Limited (now known as Japan Alumina Associates (Australia) Pty Ltd) and Reynolds Australia Alumina, Ltd. (now known as BHP Billiton Aluminium (RAA) Pty Ltd), The Shell Company of Australia Limited, Kobe Alumina Associates (Australia) Pty Ltd (now known as Japan Alumina Associates (Australia) Pty Ltd) and Nissho Iwai Alumina Pty. Limited (now known as Sojitz Alumina Pty Ltd), as supplemented by the Deed of Covenant and Novation (Sotico Instruments) and the Newmont/Newcrest Deed of Covenant and Release.
1991 Sale and Purchase Agreement means the agreement dated 19 July 1991 between Bunnings Forest Products Pty Ltd (now known as Sotico Pty Ltd) and Bunnings Limited (now known as Wesfarmers Bunnings Limited) and Reynolds Australia Metals, Ltd (since deregistered), Billiton Australia Gold Pty Ltd (now known as AngloGold Ashanti Australia Limited), Newcrest Mining (W.A.) Limited (now known as Newcrest Operations Limited) and Kobe Alumina Associates (Australia) Pty Limited (now known as Japan Alumina Associates (Australia) Pty Ltd) as supplemented by the Newmont/Newcrest Deed of Covenant and Release.
2006 Bauxite Covenant and Supplemental Deed means the 2006 Bauxite Covenant and Supplemental Deed dated 6 December 2006 between Sotico, Newmont Boddington Pty Ltd, AngloGold, Billiton Aluminium (RAA) Pty Ltd (now known as BHP Billiton Aluminium (RAA) Pty Ltd), Billiton Aluminium (Worsley) Pty Ltd (now known as BHP Billiton Aluminium (Worsley) Pty Ltd), Japan Alumina Associates (Australia) Pty Limited and Sojitz Alumina Pty Limited.
2006 Sale and Purchase Agreement means the agreement dated 3 February 2006 between Sotico, Newmont Boddington Pty Ltd, Newcrest Operations Limited and AngloGold as supplemented by the Newmont/Newcrest Deed of Covenant and Release and as amended by the Deed of Variation — 2006 Sale and Purchase Agreement dated 6 December 2006 between Sotico, Newmont Boddington Pty Ltd and AngloGold.
2007 Bauxite Covenant and Supplemental Deed means the 2007 Bauxite Covenant and Supplemental Deed dated 14 April 2008 between Sotico, Newmont Boddington Pty Ltd, AngloGold, Billiton Aluminium (RAA) Pty Ltd (now known as BHP Billiton Aluminium (RAA) Pty Ltd), Billiton Aluminium (Worsley) Pty Ltd (now known as BHP Billiton Aluminium (Worsley) Pty Ltd), Japan Alumina Associates (Australia) Pty Limited and Sojitz Alumina Pty Limited.
2007 Sale and Purchase Agreement means the agreement dated 12 November 2007 between Sotico, Newmont Boddington Pty Ltd and AngloGold.
1.2   Rules for interpreting this document
In this Deed unless the context requires otherwise, the following rules apply:
  (a)   headings are for convenience only and do not affect interpretation;
 
  (b)   words importing the singular include the plural and vice versa;

5.

 

  (c)   a reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions) as amended, novated, supplemented or replaced from time to time;
 
  (d)   a reference to any party includes that party’s executors, administrators, substitutes, successors and permitted assigns;
 
  (e)   where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
 
  (f)   a reference to legislation is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it; and
 
  (g)   a reference to any thing (including any right) includes a part of that thing.
2.   COVENANT AND ACKNOWLEDGEMENT
 
2.1   Covenant
 
    With effect on and from the Completion Date:
  (a)   in accordance with clause 12.1 of the 1991 Sale and Purchase Agreement, the Covenantor agrees to perform and observe the obligations, terms and conditions of the 1991 Sale and Purchase Agreement on the part of AngloGold to be performed and observed;
 
  (b)   in accordance with clause 7.5 of the 1991 Bauxite Covenant and Supplemental Deed, clause 7.5 of the 2006 Bauxite Covenant and Supplemental Deed and clause 7.5 of the 2007 Bauxite Covenant and Supplemental Deed, the Covenantor agrees to be bound by and observe the covenants, terms and conditions of the Bauxite Compensation Agreement and the 1991 Bauxite Covenant and Supplemental Deed, the 2006 Bauxite Covenant and Supplemental Deed and the 2007 Bauxite Covenant and Supplemental Deed on the part of AngloGold to be performed and observed and acknowledges the rights of Sotico to receive compensation in respect of the Property under the terms of the Bauxite Compensation Agreement;
 
  (c)   in accordance with clauses 7.1 and 7.2 of the Lease, the Covenantor agrees to be bound by all the terms and conditions of the Lease on the part of AngloGold to be performed;
 
  (d)   in accordance with clause 10.1 of the Forest Management Agreement, the Covenantor agrees to assume and be bound by the obligations of AngloGold under the Forest Management Agreement;
 
  (e)   in accordance with clause 12.1 of the 2006 Sale and Purchase Agreement, the Covenantor agrees to perform and observe the obligations, terms and conditions of the 2006 Sale and Purchase Agreement on the part of AngloGold to be performed and observed;
 
  (f)   in accordance with clause 12.1 of the 2007 Sale and Purchase Agreement, the Covenantor agrees to perform and observe the obligations, terms and conditions of

6.

 

      the 2007 Sale and Purchase Agreement on the part of AngloGold to be performed and observed;
 
  (g)   for the purposes of clause 16(c) of the Bauxite Compensation Agreement the Covenantor acknowledges that it has taken the interests of AngloGold in the Property subject to the interests of the Bauxite/Alumina Joint Venturers under the Bauxite Compensation Agreement; and
 
  (h)   in accordance with clause 8.2 of the Bauxite Exploration Agreement the Covenantor agrees to perform and observe the obligations, terms and conditions of the Bauxite Exploration Agreement on the part of AngloGold to be performed and observed.
2.2   Acknowledgment
 
    Each party acknowledges and agrees that the covenants and undertakings on the part of the Covenantor set out in each paragraph of clause 2.1 comply with the requirements to perfect an assignment of AngloGold’s right, title and interest in each Sotico Agreement to which it is a party from AngloGold to the Covenantor in accordance with the terms of each such Sotico Agreement.
3.   RELEASE
 
    With effect on and from the Completion Date:
  (a)   each of Sotico and Wesfarmers Bunnings releases and discharges AngloGold from all Claims, Losses and Legal Liabilities that, but for this release, Sotico and/or Wesfarmers Bunnings may have had or brought, or at any time in the future may have or bring, against AngloGold arising out of, or in connection with, the 1991 Sale and Purchase Agreement except for any Claim, Loss or Legal Liability that arises prior to the Completion Date;
 
  (b)   Sotico releases and discharges AngloGold from all Claims, Losses and Legal Liabilities that, but for this release, Sotico may have had or brought, or at any time in the future may have or bring, against AngloGold arising out of, or in connection with, the Lease, the Forest Management Agreement, the 2006 Sale and Purchase Agreement or the 2007 Sale and Purchase Agreement except for any Claim, Loss or Legal Liability that arises prior to the Completion Date;
 
  (c)   each of Sotico and the Bauxite/Alumina Joint Venturers releases and discharges AngloGold from all Claims, Losses and Legal Liabilities that, but for this release, Sotico and/or a Bauxite/Alumina Joint Venturer may have had or brought, or at any time in the future may have or bring, against AngloGold arising out of, or in connection with, the Bauxite Compensation Agreement or the 1991 Bauxite Covenant and Supplemental Deed, the 2006 Bauxite Covenant and Supplemental Deed or the 2007 Bauxite Covenant and Supplemental Deed except for any Claim, Loss or Legal Liability that arises prior to the Completion Date; and
 
  (d)   WAPL releases and discharges AngloGold from all Claims, Losses and Legal Liabilities that, but for this release, WAPL may have had or brought, or at any time

7.

 

      in the future may have or bring, against AngloGold arising out of, or in connection with, the Bauxite Exploration Agreement except for any Claim, Loss or Legal Liability that arises prior to the Completion Date.
4.   WAIVER
 
4.1   Waiver by Bauxite/Alumina Joint Venturers
 
    The Bauxite/Alumina Joint Venturers waive their first right of refusal under clause 20(i) of the Bauxite Compensation Agreement in relation to the acquisition by the Covenantor of the interest of AngloGold in the Property (if and to the extent such right applies to those acquisitions).
 
4.2   Waiver by Sotico
 
    Sotico waives its right under clause 15.1 of the 1991 Sale and Purchase Agreement to require AngloGold to provide Sotico notice of AngloGold’s intention to dispose of its interest in the Property (or the relevant portion thereof) in advance of disposing of that interest to the Covenantor (if and to the extent such right applies to those disposals).
 
5.   SOTICO CAVEATS
  (a)   Sotico must provide to AngloGold fully and correctly completed and executed withdrawal forms in respect of the Sotico Caveats for lodgement with Landgate within 10 Business Days of having received a written request from AngloGold to provide such withdrawal forms.
 
  (b)   AngloGold undertakes not to lodge such withdrawal forms before completion of the SPA.
6.   COUNTERPARTS
  (a)   This Deed may be executed in counterparts.
 
  (b)   If this Deed is executed in counterparts, each counterpart is an original and all of the counterparts together constitute the same document.
7.   COSTS AND STAMP DUTY
  (a)   Except to the extent specified in paragraph (b) of this clause 7, each party must bear and is responsible for its own costs in connection with the preparation, execution, completion and carrying into effect of this Deed.
 
  (b)   The Covenantor must bear and is responsible for, and must indemnify and keep indemnified the other parties to this Deed, against all stamp duty (together with any related interest, penalty, fine and expense) and registration fees payable on or in respect of or as a consequence of:
  (i)   this Deed; and

8.

 

  (ii)   any instrument, document, agreement, deed or transaction contemplated in or necessary to give effect to this Deed.
8.   GOVERNING LAW
 
    This Deed is governed by the law in force in Western Australia and the parties submit to the non-exclusive jurisdiction of the courts of Western Australia and any courts which may hear appeals from those courts in respect of any proceedings in connection with this Deed.

9.

 

         
EXECUTED and delivered as a deed in Perth.
        
 
        
EXECUTED as a deed in accordance with section 127 of the Corporations Act 2001
        
by SADDLEBACK INVESTMENTS PTY LTD:
        
 
        
 
Signature of director
 
 
Signature of director/secretary 		   
 
        
 
Name of director
 
 
Name of director/secretary 		   
 
        
EXECUTED as a deed in accordance with section 127 of the Corporations Act 2001
        
by ANGLOGOLD ASHANTI AUSTRALIA LIMITED:
        
 
        
 
Signature of director
 
 
Signature of director/secretary 		   
 
        
 
Name of director
 
 
Name of director/secretary 		   
 
        
EXECUTED as a deed in accordance with section 127 of the Corporations Act 2001
        
by SOTICO PTY LTD:
        
 
        
 
Signature of director
 
 
Signature of director/secretary 		   
 
        
 
Name of director
 
 
Name of director/secretary 		   

10.

 

         
EXECUTED as a deed in accordance with section 127 of the Corporations Act 2001
        
by WESFARMERS BUNNINGS LIMITED:
        
 
        
 
Signature of director
 
 
Signature of director/secretary 		   
 
        
 
Name of director
 
 
Name of director/secretary 		   
 
        
EXECUTED as a deed in accordance with section 127 of the Corporations Act 2001
        
by BHP BILLITON ALUMINIUM (RAA) PTY LIMITED:
        
 
        
 
Signature of director
 
 
Signature of director/secretary 		   
 
        
 
Name of director
 
 
Name of director/secretary 		   
 
        
EXECUTED as a deed in accordance with section 127 of the Corporations Act 2001
        
by BHP BILLITON ALUMINIUM (WORSLEY) PTY LTD:
        
 
        
 
Signature of director
 
 
Signature of director/secretary 		   
 
        
 
Name of director
 
 
Name of director/secretary 		   

11.

 

         
EXECUTED as a deed in accordance with section 127 of the Corporations Act 2001
        
by JAPAN ALUMINA ASSOCIATES (AUSTRALIA) PTY LTD:
        
 
        
 
Signature of director
 
 
Signature of director/secretary 		   
 
        
 
Name of director
 
 
Name of director/secretary 		   
 
        
EXECUTED as a deed for and on behalf of SOJITZ ALUMINA PTY LTD by its duly appointed attorney Japan Alumina Associates (Australia) Pty Ltd (which declares that it has not had notice of the revocation of the power of attorney under which it is appointed):
        
 
        
 
Signature of director
 
 
Signature of director/secretary 		   
 
        
 
Name of director
 
 
Name of director/secretary 		   
 
        
EXECUTED as a deed in accordance with section 127 of the Corporations Act 2001
        
by BHP BILLITON WORSLEY ALUMINA PTY LTD:
        
 
        
 
Signature of director
 
 
Signature of director/secretary 		   
 
        
 
Name of director
 
 
Name of director/secretary 		   

12.

 

Schedule 11
DEED OF COVENANT WORSLEY TRANSFER AGREEMENT &
LETTER AGREEMENT

 

 

Deed of Covenant
Worsley Transfer Agreement
& Letter Agreement
Saddleback Investments Pty Ltd
ACN 134 978 224
Newmont Boddington Pty Limited
ABN 32 062 936 547
AngloGold Ashanti Australia Limited
ABN 42 008 737 424
BHP Billiton Aluminium (RAA) Pty Ltd
ABN 54 095 831 119
BHP Billiton Aluminium Australia Pty Ltd
ABN 65 063 671 349
Japan Alumina Associates (Australia) Pty Ltd
ABN 42 008 907 524
Sojitz Alumina Pty Limited
ABN 59 009 309 344
BHP Billiton Worsley Alumina Pty Ltd
ABN 58 008 905 155

 

 

DEED OF COVENANT
     
DATE   2009
BETWEEN
Saddleback Investments Pty Ltd ACN 134 978 224 of Level 1, 388 Hay Street, Subiaco, Western Australia (Covenantor)
Newmont Boddington Pty Limited ABN 32 062 936 547 (formerly Normandy Boddington Pty Ltd) of Level 1, 388 Hay Street, Subiaco, Western Australia (Newmont)
AngloGold Ashanti Australia Limited ABN 42 008 737 424 (formerly Acacia Resources Limited) of Level 13, St Martin’s Tower, 44 St Georges Terrace, Perth, Western Australia (AngloGold)
BHP Billiton Aluminium (RAA) Pty Ltd ABN 54 095 831 119 (formerly Reynolds Australia Alumina Ltd) of Gastaldo Road, Allanson, Western Australia (Billiton RAA)
BHP Billiton Aluminium Australia Pty Ltd ABN 65 063 671 349 (formerly Billiton Australia Pty Limited) of Level 14, Riverside Centre, 123 Eagle Street, Brisbane, Queensland (Billiton Aluminium)
Japan Alumina Associates (Australia) Pty Ltd ABN 42 008 907 524 (formerly Kobe Alumina Associates (Australia) Pty Ltd) of Level 21, 140 St Georges Terrace, Perth Western Australia (Japan Alumina)
Sojitz Alumina Pty Limited ABN 59 009 309 344 (formerly Nissho Iwai Alumina Pty Ltd) of Level 9, 172-176 St Georges Terrace, Perth, Western Australia (Sojitz)
BHP Billiton Worsley Alumina Pty Ltd ABN 58 008 905 155 (formerly Worsley Alumina Pty Ltd) of Gastaldo Road, Allanson, Western Australia (Worsley)
RECITALS
A.   Under the terms of a Deed of Transfer dated 28 April 1998 between the then Worsley Joint Venturers and the then BGM Joint Venturers (Deed of Transfer), the Worsley Joint Venturers agreed to assign to the BGM Joint Venturers, all of the Worsley Joint Venturers’ right, title and interest in certain mining tenements and mining tenement applications.
 
B.   Under the terms of the Letter Agreement, Worsley (for and on behalf of the Worsley Joint Venturers) agreed to withdraw an objection to the grant of an application for Miscellaneous Licence 70/95 on the terms set out in the Letter Agreement.
 
C.   Under the terms of the SPA, AngloGold has agreed to sell, and the Covenantor has agreed to purchase, the entire interest of AngloGold in the Boddington Gold Mine Joint Venture.
 
D.   With effect from the Completion Date (as defined in the SPA), AngloGold will assign to the Covenantor, and the Covenantor will assume, all of AngloGold’s right, title, interest, obligations and liabilities under the Deed of Transfer.

 

 

E.   Clause 10(b) of the Deed of Transfer allows AngloGold to assign all of its rights and interest in the Deed of Transfer as part of an assignment or disposition of the whole of its BGM Interest (as defined in the Deed of Transfer) provided that the assignee enters into a deed of covenant in a form acceptable to the other parties to the Deed of Transfer assuming AngloGold’s rights and obligations under the Deed of Transfer arising on or after the date of completion of the assignment.
 
F.   Paragraph (k)(ii) of the Letter Agreement provides that a BGM Joint Venturer may assign its interest in Miscellaneous Licence 70/95 as part of an assignment of its BGM Interest provided the assignee agrees to be bound by the Letter Agreement.
 
G.   The Covenantor enters into this Deed in compliance with clause 10(b) of the Deed of Transfer and paragraph (k)(ii) of the Letter Agreement.
THE PARTIES AGREE as follows
1.   DEFINITIONS AND INTERPRETATION
 
1.1   Definitions
 
    In this Deed, unless the context requires otherwise, terms defined in the Recitals have the meaning given in the Recitals, and:
 
    BGMMC means BGM Management Company Pty Ltd (ABN 45 101 199 731) of Level 1, 388 Hay Street, Subiaco, Western Australia.
 
    BGM Joint Venturers means Newmont and AngloGold.
 
    Boddington Gold Mine Joint Venture means the joint venture carried on under the name ‘Boddington Gold Mine Joint Venture’ as constituted from time to time pursuant to the Joint Venture Agreement.
 
    Joint Venture Agreement means the Further Restated BGM Joint Venturers Agreement dated 17 November 2006 between Newmont, AngloGold and BGMMC.
 
    Letter Agreement means the letter issued by BGMMC to Worsley dated 20 April 2006 as attached to this deed and marked “A”.
 
    Newmont Australia means Newmont Australia Limited (ABN 86 009 295 765) of Level 1, 388 Hay Street, Subiaco, Western Australia.
 
    Newmont Mining means Newmont Mining Corporation (ARBN 099 065 997) of 6363 South Fiddlers Green Circle, Greenwood Village, Colorado, USA.
 
    SPA means the Sale and Purchase Agreement Boddington Gold Mine Joint Venture dated [#] between AngloGold, AngloGold Ashanti Limited (ARBN 090 101 170), the Covenantor, Newmont, Newmont Mining, Newmont Australia and BGMMC under which AngloGold has agreed to sell and the Covenantor has agreed to purchase the entire interest of AngloGold in the Boddington Gold Mine Joint Venture.
 
    Worsley Joint Venturers means Billiton RAA, Billiton Aluminium, Japan Alumina and Sojitz.

2.

 

1.2   Interpretation
 
    In this Deed, unless the context requires otherwise:
  (a)   headings are for convenience only and do not affect interpretation;
 
  (b)   words importing the singular include the plural and vice versa;
 
  (c)   a reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions) as amended, novated, supplemented or replaced from time to time;
 
  (d)   a reference to any party includes that party’s executors, administrators, substitutes, successors and permitted assigns;
 
  (e)   where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
 
  (f)   a reference to legislation is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it; and
 
  (g)   a reference to any thing (including any right) includes a part of that thing.
2.   COVENANT
 
    In accordance with clause 10(b) of the Deed of Transfer and paragraph (k)(ii) of the Letter Agreement, for the benefit of the Worsley Joint Venturers (and their permitted substitutes and assigns), with effect on and from the Completion Date (as defined in the SPA), the Covenantor covenants to assume all of the obligations and liabilities of AngloGold arising on or after the Completion Date (as defined in the SPA) and to discharge those obligations and liabilities as and when required under:
  (a)   the Deed of Transfer; and
 
  (b)   the Letter Agreement.
3.   RELEASE
 
    With effect on and from the Completion Date (as defined in the SPA), each of Newmont, Billiton RAA, Billiton Aluminium, Japan Alumina, Sojitz and Worsley releases and discharges AngloGold from all its obligations and liabilities under:
  (a)   the Deed of Transfer; and
 
  (b)   the Letter Agreement,
    to the extent such obligations have been assumed by the Covenantor under clause 2 of this Deed.

3.

 

4.   COSTS AND STAMP DUTY
  (a)   Except to the extent specified in paragraph (b) of this clause 4, each party must bear and is responsible for its own costs in connection with the preparation, execution, completion and carrying into effect of this Deed.
 
  (b)   The Covenantor must bear and is responsible for, and must indemnify and keep indemnified the other parties to this Deed against, all stamp duty (together with any related interest, penalty, fine and expense) and registration fees payable on or in respect of or as a consequence of:
  (i)   this Deed; and
 
  (ii)   any instrument, document, agreement, deed or transaction contemplated in or necessary to give effect to this Deed.
5.   COUNTERPARTS
 
    This Deed may be executed in counterparts and each counterpart is an original and all of the counterparts together constitute the same document.
 
6.   GOVERNING LAW
 
    This Deed is governed by the law in force in Western Australia and the parties submit to the non-exclusive jurisdiction of the courts of Western Australia and any courts which may hear appeals from those courts in respect of any proceedings in connection with this deed.

4.

 

Annexure “A”
Letter Agreement

5.

 

         
EXECUTED and delivered as a deed in Perth.
        
 
        
Executed as a deed in accordance with section 127 of the Corporations Act 2001
        
by SADDLEBACK INVESTMENTS PTY LTD:
        
 
        
 
Signature of director
 
 
Signature of director/secretary 		   
 
        
 
Name of director
 
 
Name of director/secretary 		   
 
        
Executed as a deed in accordance with section 127 of the Corporations Act 2001
        
by NEWMONT BODDINGTON PTY LIMITED:
        
 
        
 
Signature of director
 
 
Signature of director/secretary 		   
 
        
 
Name of director
 
 
Name of director/secretary 		   
 
        
Executed as a deed in accordance with section 127 of the Corporations Act 2001
        
by ANGLOGOLD ASHANTI AUSTRALIA LIMITED:
        
 
        
 
Signature of director
 
 
Signature of director/secretary 		   
 
        
 
Name of director
 
 
Name of director/secretary 		   

6.

 

         
Executed as a deed in accordance with section 127 of the Corporations Act 2001
        
by BHP BILLITON ALUMINIUM (RAA) PTY LTD:
        
 
        
 
Signature of director
 
 
Signature of director/secretary 		   
 
        
 
Name of director
 
 
Name of director/secretary 		   
 
        
Executed as a deed in accordance with section 127 of the Corporations Act 2001
        
by BHP BILLITON ALUMINIUM AUSTRALIA PTY LTD:
        
 
        
 
Signature of director
 
 
Signature of director/secretary 		   
 
        
 
Name of director
 
 
Name of director/secretary 		   
 
        
Executed as a deed in accordance with section 127 of the Corporations Act 2001
        
by JAPAN ALUMINA ASSOCIATES (AUSTRALIA) PTY LTD:
        
 
        
 
Signature of director
 
 
Signature of director/secretary 		   
 
        
 
Name of director
 
 
Name of director/secretary 		   

7.

 

         
Executed as a deed in accordance with section 127 of the Corporations Act 2001
        
by SOJITZ ALUMINA PTY LIMITED:
        
 
        
 
Signature of director
 
 
Signature of director/secretary 		   
 
        
 
Name of director
 
 
Name of director/secretary 		   
 
        
Executed as a deed in accordance with section 127 of the Corporations Act 2001
        
by BHP BILLITON WORSLEY ALUMINA PTY LTD:
        
 
        
 
Signature of director
 
 
Signature of director/secretary 		   
 
        
 
Name of director
 
 
Name of director/secretary 		   

8.

 

Schedule 12
DEED OF ASSIGNMENT AND ASSUMPTION PRODUCT SALES DOCUMENTS

 

 

ANGLOGOLD ASHANTI AUSTRALIA LIMITED (ABN 42 008 737 424)
AND
SADDLEBACK INVESTMENTS PTY LTD (ACN 134 978 224)
AND
NEWMONT BODDINGTON PTY LTD (ABN 32 062 936 547)
AND
NEWMONT MINING SERVICES PTY LTD (ACN 008 087 778)
DEED OF ASSIGNMENT AND ASSUMPTION
PRODUCT SALES DOCUMENTS

1

 

TABLE OF CONTENTS
         
1. DEFINITIONS AND INTERPRETATIONS
     3  
   
1.1 Definitions
     3  
   
1.2 Interpretation
     5  
   
2. ASSIGNMENT
     5  
   
3. CONSULTING AGREEMENT
     6  
   
4. COPPER SALES MOAS
     6  
   
5. BGM MARKETING COMMITTEE CHARTER
     6  
   
6. INDEMNITY
     7  
   
7. FURTHER DOCUMENTS
     7  
   
8. COSTS AND STAMP DUTY
     7  
   
9. COUNTERPARTS
     7  
   
10. GOVERNING LAW
     7  

2

 

THIS DEED is made this   day of   2009
BETWEEN
1.   ANGLOGOLD ASHANTI AUSTRALIA LIMITED (ABN 42 008 737 424) of Level 13, St Martins Tower, 44 St Georges Terrace, Perth, Western Australia 6000 (“AngloGold”);
AND
2.   SADDLEBACK INVESTMENTS PTY LTD (ACN 134 978 224) of Level 1, 388 Hay Street, Subiaco, Western Australia 6008 (“SIPL”);
AND
3.   NEWMONT BODDINGTON PTY LTD (ABN 32 062 936 547) of Level 1, 388 Hay Street, Subiaco, Western Australia 6008 (“NBPL”);
AND
4.   NEWMONT MINING SERVICES PTY LTD (ACN 008 087 778) of Level 1, 388 Hay Street, Subiaco, Western Australia 6008 (“NMS”).
BACKGROUND
A.   AngloGold and NMS are parties to the Consulting Agreement.
 
B.   AngloGold and NBPL are the signatories to the BGM Marketing Committee Charter.
 
C.   AngloGold and NBPL are parties to the Copper Sales MoAs.
 
D.   With effect from completion under the SPA, AngloGold wishes to assign to SIPL the Assigned Interest.
 
E.   The purpose of this Deed is to record the assignment of the Assigned Interest from AngloGold to SIPL, and the assumption by SIPL of the obligations and liabilities of AngloGold under the Principal Agreements, effective from the Completion Date.
IT IS AGREED as follows:
1.   DEFINITIONS AND INTERPRETATIONS
 
1.1   Definitions
 
    In this Deed, unless the context otherwise requires, the following expressions have the following meanings respectively:
 
    Assigned Interest means all of AngloGold’s rights, titles, estates, claims, and interests under the Principal Agreements.

3

 

    BGMMC means BGM Management Company Pty Ltd (ABN 45 101 199 731) of Level 1, 388 Hay Street, Subiaco, Western Australia.
 
    BGM Marketing Committee Charter means the Restated BGM Marketing Committee Charter between NBPL and AngloGold effective from 1 January 2008.
 
    BGM Project has the meaning given to that term in the SPA.
 
    Boddington Gold Mine Joint Venture means the joint venture carried on under the name ‘Boddington Gold Mine Joint Venture’ as constituted from time to time pursuant to the Joint Venture Agreement.
 
    Completion Date has the meaning given to that term in the SPA.
 
    Consulting Agreement means the Consulting Agreement between AngloGold and NMS dated 1 March 2006 as extended by extension letter dated 10 December 2007 and further extended by extension letter dated 24 December 2008.
 
    Copper Sales Agreements mean [list any copper sale agreement entered into by or on behalf of AngloGold before the Completion Date in respect of the sale of concentrate from the BGM Project].
 
    Copper Sales MoAs means:
  (a)   the Memorandum of Agreement between AngloGold, NBPL and Louis Dreyfus Commodities Metals Suisse SA dated September 2008;
 
  (b)   the Memorandum of Agreement between AngloGold, NBPL and Trafigura Beheer BV Amsterdam dated [ ];
 
  (c)   the Memorandum of Agreement between AngloGold, NBPL and Norddeutsche Affinerie AG dated September 2008;
 
  (d)   the Memorandum of Agreement between AngloGold, NBPL and Sumitomo Metal Mining Co Ltd dated September 2008;
 
  (e)   the Memorandum of Agreement between AngloGold, NBPL and LS Nikko Copper dated September 2008;
 
  (f)   the Memorandum of Agreement between NBPL and Trafigura Beheer B.V. Amsterdam Zurishstasse dated 19 January 2009; and
 
  (g)   [list any other memorandum of agreement entered into by or on behalf of AngloGold before the Completion Date in respect of the sale of concentrate from the BGM Project].
Deed means this deed and any amendments to it which are reduced to writing and signed by all the parties to this Deed.
Joint Venture Agreement means the Further Restated BGM Joint Venturers Agreement dated 17 November 2006 between NBPL, AngloGold and BGMMC.
Newmont Australia means Newmont Australia Limited (ABN 86 009 295 765) of Level 1, 388 Hay Street, Subiaco, Western Australia.
Newmont Mining means Newmont Mining Corporation (ARBN 099 065 997) of 6363 South Fiddlers Green Circle, Greenwood Village, Colorado, USA.

4

 

Principal Agreements means the Consulting Agreement, the Copper Sales MoAs and the Copper Sales Agreements.
SPA means the Sale and Purchase Agreement Boddington Gold Mine Joint Venture dated [#] between AngloGold, AngloGold Ashanti Limited (ARBN 090 101 170), SIPL, NBPL, Newmont Mining, Newmont Australia and BGMMC under which AngloGold has agreed to sell and SIPL has agreed to purchase the entire interest of AngloGold in the Boddington Gold Mine Joint Venture.
1.2   Interpretation
 
    In this Deed including the Background, unless the contrary intention appears:
  (a)   words denoting the singular include the plural and vice versa;
 
  (b)   a reference to any one of an individual, corporation, partnership, joint venture, association, authority, trust or government includes (as the context requires) any other of them;
 
  (c)   the table of contents and headings are for convenience only and do not affect interpretation;
 
  (d)   a reference to any instrument (such as a deed, agreement or document) is to that instrument (or, if required by the context, to a part of it) as amended, novated, substituted or supplemented at any time and from time to time;
 
  (e)   a reference to a Party is a reference to a party to this Deed and includes that Party’s executors, administrators, successors and permitted assigns;
 
  (f)   a reference to a recital, clause, schedule or annexure is to a recital, clause (including sub-clause, paragraph, sub-paragraph or further subdivision of a clause), schedule or annexure of or to this Deed, and a reference to a paragraph is to a paragraph in a schedule;
 
  (g)   a reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or substitution for, and any subordinate legislation under, that legislation or legislative provision;
 
  (h)   where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning; and
 
  (i)   including and similar expressions are not and must not be treated as words of limitation.
2.   ASSIGNMENT
 
    As and from the Completion Date:
  (a)   AngloGold assigns the Assigned Interest to SIPL;
 
  (b)   SIPL accepts the Assigned Interest from AngloGold; and
 
  (c)   SIPL covenants with AngloGold to assume the obligations and liabilities of AngloGold under the Principal Agreements which arise or accrue on and from the Completion Date and undertakes to discharge

5

 

      those obligations and liabilities as and when required under the Principal Agreements.
3.   CONSULTING AGREEMENT
  (a)   SIPL covenants with NMS, with effect on and from the Completion Date, to observe, perform and be bound by all of the terms and provisions binding on, and all of the obligations of, AngloGold under or in connection with the Consulting Agreement.
 
  (b)   NMS:
  (i)   consents to SIPL being the holder of the Assigned Interest to the extent such Assigned Interest relates to the Consulting Agreement as and from the Completion Date and assuming the obligations of AngloGold in accordance with (and to the extent referred to in) clause 3(a); and
 
  (ii)   acknowledges that, with effect on and from the Completion Date, SIPL will be entitled to exercise all of the rights, privileges and benefits of AngloGold under or in connection with the Consulting Agreement.
  (c)   With effect on and from the Completion Date, NMS releases and forever discharges AngloGold from all claims, demands and liabilities which arise on or after the Completion Date (but not, for the avoidance of doubt, which have arisen prior to the Completion Date) relating to any or all of the terms and provisions binding on, or the obligations of, AngloGold under or in connection with the Consulting Agreement.
 
  (d)   NMS acknowledges and agrees that as at the Completion Date AngloGold is not in breach of the Consulting Agreement.
4.   COPPER SALES MOAS
 
    Promptly following the Completion Date, SIPL must give notice to the counterparties of the Copper Sales MoAs, other than NBPL, of the assignment of AngloGold’s interests under the Copper Sales MoAs to SIPL.
[4A.    COPPER SALES AGREEMENTS
 
    SIPL covenants with AngloGold, with effect on and from the Completion Date, to observe, perform and be bound by all of the terms and provisions binding on, and all of the obligations of, AngloGold under or in connection with the Copper Sales Agreements.]
5.   BGM MARKETING COMMITTEE CHARTER
 
    NBPL and AngloGold agree that the BGM Marketing Committee Charter shall terminate with effect from the Completion Date and release each other with effect from the Completion Date from any claims under or in connection with the BGM Marketing Committee Charter which have or may have arisen on or before the Completion Date.

6

 

6.   FURTHER DOCUMENTS
 
    The Parties shall execute and deliver all such documents and do all such things as may be reasonably necessary or desirable to give full effect to this Deed according to its tenor or which may be required to secure the consent or approval of any person as required to comply with any applicable laws and shall use their best endeavours to achieve satisfaction of any such consents or approvals.
 
7.   COSTS AND STAMP DUTY
 
    Each Party shall bear its costs arising out of the negotiation, preparation and execution of this Deed. All stamp duty (including fines, penalties and interest) which may be payable on or in connection with this Deed and any instrument executed under this Deed shall be borne by SIPL.
 
8.   COUNTERPARTS
 
    This Deed may be executed in any number of counterparts and all of those counterparts, taken together, will be deemed to constitute the same instrument.
 
9.   GOVERNING LAW
 
    This Deed is governed by the law in force in Western Australia and the Parties submit to the non-exclusive jurisdiction of the courts of Western Australia and all courts competent to hear appeals from the courts of Western Australia in respect of all proceedings arising in connection with this Deed.

7

 

EXECUTED and delivered as a deed in Perth.
Executed as a deed in accordance with section 127
of the Corporations Act 2001
by ANGLOGOLD ASHANTI AUSTRALIA LIMITED:
             
 
Signature of director
     
 
Signature of director/secretary 		   
 
            
 
Name of director
     
 
Name of director/secretary 		   
Executed as a deed in accordance with section 127
of the Corporations Act 2001
by SADDLEBACK INVESTMENTS PTY LTD:
             
 
Signature of director
     
 
Signature of director/secretary 		   
 
            
 
Name of director
     
 
Name of director/secretary 		   

8

 

Executed as a deed in accordance with section 127
of the Corporations Act 2001
by NEWMONT BODDINGTON PTY LTD:
             
 
Signature of director
     
 
Signature of director/secretary 		   
 
            
 
Name of director
     
 
Name of director/secretary 		   
Executed as a deed in accordance with section 127
of the Corporations Act 2001
by NEWMONT MINING SERVICES PTY LTD:
             
 
Signature of director
     
 
Signature of director/secretary 		   
 
            
 
Name of director
     
 
Name of director/secretary 		   

9

 

Schedule 13
PURCHASER’S CROSS CHARGE

 

 

PURCHASER’S CROSS CHARGE
Date
Parties
  1.   Saddleback Investments Pty Ltd (ACN 134 978 224) (Chargor)
 
  2.   Newmont Boddington Pty Ltd (ABN 32 062 936 547) (Newmont)
 
  3.   BGM Management Company Pty Ltd (ABN 45 101 199 731) (Manager)
Recitals
  A    The Joint Venturers are parties to a joint venture agreement dated 17 November 2006 (the Further Restated BGM Joint Venturers Agreement) for the purposes of operating the BGM Project.
 
  B    By the terms of the Further Restated BGM Joint Venturers Agreement and a management agreement executed contemporaneously with the Further Restated BGM Joint Venture Agreement (the BGM Management Agreement), certain payments are to be made from time to time by the Chargor to the Manager to meet the Chargor’s obligations under the Further Restated BGM Joint Venturers Agreement and the BGM Management Agreement.
 
  C    It is a further term of the Further Restated BGM Joint Venturers Agreement that the Chargor will enter into this Deed for the purposes of securing the obligations of the Chargor to make such payments and that the Chargor will register this Deed in all places required by law to perfect the security hereby constituted or to avoid that security becoming void whether totally or against any particular person.

Page 1

 

It is agreed as follows.
1.   In this Deed unless the contrary intention appears words, phrases and expressions defined or given a special meaning in the Further Restated BGM Joint Venturers Agreement have the same meanings in this Deed.
 
    BGM Products means all the Chargor’s right, title and interest both present and future in:
  (i)   the right to receive its share of all gold and other Minerals products except bauxite of the BGM Project;
 
  (ii)   the interest of the Chargor as tenant in common in all gold, other Minerals except bauxite, metal and other products of the BGM Project not yet taken in kind by the Chargor; and
all gold and other Minerals products except bauxite of the BGM Project taken in kind by the Chargor pursuant to the Further Restated BGM Joint Venturers Agreement.
Charged Property has the meaning set out in Clause 3 of the Appendix.
Deed means this Deed including the Appendix, as the same may be amended from time to time.
Default means default in the payment of any Secured Sum.
Due Date means the date on which the Chargor is first required by the terms of the Further Restated BGM Joint Venturers Agreement or the BGM Management Agreement to pay any Called Sum.
Encumbrance means any assignment (whether absolute, by way of security or otherwise), mortgage, charge, pledge, security interest, production payment, lien or other encumbrance, other than liens arising by operation of law.
Prospective Liability has the meaning set out in Section 261(1) of the Corporations Act.
Secured Sum means any Called Sum which is owing and unpaid by the Chargor for a period of not less than fourteen (14) days after the Due Date together with interest thereon and all royalties, costs and expenses incurred by any Joint Venturer or the Manager as the result of such default.
The singular includes the plural and vice versa and words importing one gender include the other genders.
2.   On Default by the Chargor, any Non-Defaulting Joint Venturer may request the Manager in its own name to take all action available under this Deed to enforce the charges contained in this Deed on behalf of the Non-Defaulting Joint Venturers and the Manager shall forthwith comply with such request.
 
3.   For the purpose of securing the payment of all Secured Sums by the Chargor, the Chargor hereby charges all the BGM Products, both present and future and the proceeds of sale of the BGM Products, in favour of the other Joint Venturers and the Manager to the intent that such charge shall be a first floating charge in priority to any or all other Encumbrances given, entered into or incurred by the Chargor in relation to the property and rights charged by this Deed.
 
4.   The Manager and the Non-Defaulting Joint Venturers shall have the right on Default:
  (i)   to take possession of and sell, or sell without taking possession, any of the BGM Products (excluding the right to any BGM Products to be produced subsequent to the date of any such sale) and apply the proceeds thereof in accordance with this Deed; and

Page 2

 

  (ii)   to appropriate and apply any other proceeds of sale of the BGM Products (excluding any BGM Products to be produced subsequent to the date of sale referred to in Clause 4(i)) in accordance with this Deed.
5.   The Chargor warrants to and covenants with each of the other Joint Venturers that any other Encumbrance which it may give or enter into in relation to the property and rights charged pursuant to Clause 3 must acknowledge the priority of and be subject to the charge in favour of the other Joint Venturers and the Manager created pursuant to Clause 3 and must contain a provision that the Encumbrance is thereby postponed to the rights of the other Joint Venturers and the Manager on their behalf.
 
6.   The charge contained in Clause 3 is granted subject to and with the benefit of the conditions in the Appendix to this Deed.
 
7.   Without prejudice to any other remedy available, in the event of Default, the Non-Defaulting Joint Venturers and the Manager will thereupon become entitled to enforce the charge herein.
 
8.   The Chargor will from time to time execute and deliver such further mortgages, charges and other documents as may be reasonably requested by any Joint Venturer or the Manager in order to confirm or effectuate the intent and purposes of this Deed.
 
9.   The Chargor covenants with each other Joint Venturer and the Manager that it will not enter into any other Encumbrance covering its BGM Interest without obtaining from the other party to the Encumbrance a Deed of Covenant in the form of Schedule 2 of the Further Restated BGM Joint Venturers Agreement and any other Encumbrance entered into without such a Deed will be void and of no effect.
 
10.   In the event that the Chargor when not in Default sells, transfers or assigns all or part of its BGM Interest in accordance with the Further Restated BGM Joint Venturers Agreement, the other Joint Venturers and the Manager will at the time of completion of such sale, transfer or assignment, release and discharge the charges herein contained in respect of the BGM Interest or part thereof sold, transferred or assigned. Each other Joint Venturer and the Manager covenants to duly register, file or record all such notices or documents relating thereto as may be required or permitted by law.
 
11.   The Chargor, the other Joint Venturers and the Manager covenant each with the others and with one another to execute and deliver all such assurances, deeds, instruments, notices and directions and do all such acts and things as may be necessary to release and discharge that part of the BGM Interest of the Chargor or another Joint Venturer which is sold pursuant to the BGM Joint Venture Agreement and so becomes part of the BGM Interest of another Joint Venturer. The Chargor, the other Joint Venturers and the Manager covenant, each with the others and with one another, to duly register, file or record all such notices or documents relating thereto as may be required by law.
12.   (a)  Any amount recovered by a Joint Venturer or the Manager as a result of enforcing any of the charges hereby granted or executing any of the powers hereby conferred (that is to say “by execution of this Cross Charge”) will be held in trust by the Joint Venturer or the Manager, whichever the case may be, for all the Joint Venturers and the Manager and will be applied in accordance with the following provisions of this clause.
  (b)  Unless a court of competent jurisdiction otherwise orders, any amount recovered by execution of this Cross Charge shall be applied as follows:

Page 3

 

  (i)   first, in payment of any moneys having priority to the charge created by Clause 3 of this Deed;
 
  (ii)   secondly, in payment of all costs, charges and expenses of and incidental to the appointment of the Receiver under this Deed and the exercise by him, the Manager or the other Joint Venturers of all or any of the powers aforesaid including the reasonable remuneration of the Receiver;
 
  (iii)   thirdly, in or towards the satisfaction of any costs, charges, expenses and liabilities incurred or payments, including but not limited to stamp duty, made in or about the recovery of that amount by way of execution;
 
  (iv)   fourthly, if any part of the amount recovered remains after satisfaction of the costs, charges, expenses, liabilities and payments in accordance with Clause 12(b)(iii), by application of the remaining part in or towards the discharge of the Chargor’s obligations in relation to Secured Sums; and
 
  (v)   fifthly, if any part of the amount recovered remains after discharge of the Secured Sums by the Chargor in accordance with Clause 12(b)(iv) then subject to all proper claims enforceable under other Encumbrances, by payment of the remaining part to the Chargor.
  (c)   The claims of the Joint Venturers will, as between those claims, rank pari passu and rateably, to the intent that if the amount recovered by way of execution of this Cross Charge is less than the amount required to discharge the Chargor’s obligations in relation to Secured Sums the amount will be apportioned and paid to the claimants in proportion to their respective claims.
13.   The Chargor will immediately register or file or both register and file this Deed or record such other notices or documents relating thereto in the State and in other jurisdictions to which it is subject as may be required by the law of those jurisdictions to perfect the security hereby given or to avoid that security becoming void whether totally or against any particular person and shall pay or make provision satisfactory to the other parties for the payment of any applicable stamp duty, registration or filing fees on the charges created by it.
 
14.   The Chargor shall from time to time furnish to the other Joint Venturers and the Manager such information as is appropriate or as may reasonably be requested by any other Joint Venturer or the Manager in order to determine in which place or places registration or filing of this Deed or recording of such other notices or documents relating thereto is necessary or desirable to give effect to the purposes of such registration, filing or recording pursuant to Clause 13. The Chargor and the Joint Venturers must co-operate to do and perfect all registrations, filings or recordings which are so necessary or desirable.
 
15.   Any notice, demand, consent or other communication (a Notice) given or made under this Deed:
  (i)   must be in writing and signed by a person duly authorised by the sender;
 
  (ii)   must be delivered to the intended recipient by prepaid post (if posted to an address in another country, by registered airmail) or by hand or fax to the address or fax number below or the address or fax number last notified by the intended recipient to the sender:

Page 4

 

         
(A)
   Newmont:   Newmont Boddington Pty Ltd
 
       Level 1, 388 Hay Street
 
       Subiaco WA 6008
 
       Attention: Company Secretary
   
 
       Facsimile: + 618 9423-6270
 
        
(B)
   Chargor:   Saddleback Investments Pty Ltd
 
       Level 1, 388 Hay Street
 
       Subiaco WA 6008
   
 
       Attention: Company Secretary
 
       Facsimile: 6189423 6270
 
        
(C)
   Manager:   BGM Management Company Pty Ltd
 
       Boddington Gold Mine Administration
 
       Building
Old Soldiers Road
 
       Boddington WA 6390
 
        
 
       Attention:     Company Secretary
 
       Facsimile:     + 618 9883 4208
  (iii)   will be taken to be duly given or made:
  (A)   in the case of delivery in person, when delivered;
 
  (B)   in the case of delivery by post, two Business Days after the date of posting (if posted to an address in the same country) or seven Business Days after the date of posting (if posted to an address in another country); and
 
  (C)   in the case of fax, on receipt by the sender of a transmission control report from the despatching machine showing the relevant number of pages and the correct destination fax number or name of recipient and indicating that the transmission has been made without error,
but if the result is that a Notice would be taken to be given or made on a day that is not a business day in the place to which the Notice is sent, or at later than 4.00pm (local time), it will be taken to have been duly given or made at the start of business on the next business day in that place.
16.   This Deed shall be governed by and take effect and be construed in accordance with the laws of the State of Western Australia.
 
17.   If it is held by a court of competent jurisdiction that:
  (i)   any part of this Deed would be void, voidable, illegal or unenforceable; or
 
  (ii)   this Deed would be void, voidable, illegal or unenforceable unless any part of this Deed were severed from this Deed,
that part shall be severable from and shall not affect the continued operation of the rest of this Deed.

Page 5

 

         
18.
  (a)   In accordance with the provisions of the Corporations Act and for the purpose of fixing priorities between the charges contained in this Deed and any registrable charge over the property and rights charged by this Deed which is subsequently registered under the Corporations Law or which remains unregistered the parties hereto agree that each of the charges contained in this Deed secures a Prospective Liability of a specified amount being, in the case of the charges created by:
 
        
 
      (i)     Saddleback Investments Pty Ltd                    $#]]
 
        
 
  (b)   In addition to the amount of the Prospective Liabilities specified above the charges also secure Prospective Liabilities of unspecified amounts being all other Secured Sums and except for the purposes of Section 282(3) of the Corporations Act charges created by this Deed will not be in any way limited to the amounts specified in Clause 18(a).

Page 6

 

Appendix
(Clauses 6 and 10)
1.   The first floating charges created by this Deed will not hinder any sale or other dealings by the Chargor, in the ordinary course of or for the purpose of carrying on its business, with the property and rights charged thereby, prior to a party becoming entitled to enforce the charge.
 
2.   None of the property charged by this Deed will be subjected to any other Encumbrance ranking either in priority to or pari passu with the charges created by this Deed.
 
3.   A Joint Venturer or the Manager entitled to take action to enforce any of the charges contained in this Deed may, at any time after its entitlement to enforce the said charge arises, appoint a Receiver of the property and rights charged thereunder (the Charged Property) and may in like manner from time to time remove any Receiver so appointed and appoint another in his stead. Any such appointment or removal shall be in writing.
4.   (a)  A Receiver so appointed shall be deemed to be the agent of the Chargor which shall be solely responsible for his acts and defaults and for his remuneration. The Receiver may exercise any or all of the following powers, authorities and discretions (which shall be interpreted separately and not by reference to one another) in addition to all other powers, authorities and discretions conferred on him by law and subject always to the terms and conditions of the Further Restated BGM Joint Venturers Agreement:
  (i)   to take possession of, collect and get in the Charged Property and for that purpose to take any proceedings in the name of the Chargor or otherwise as seems expedient and to give effectual receipts accordingly for the same;
 
  (ii)   to execute all such contracts, deeds, transfers and other assurances in the name and on behalf of the Chargor for the purpose of carrying into effect any of the powers and authorities conferred on the Receiver as he may see fit;
 
  (iii)   to make any arrangement or compromise which he thinks expedient; and
 
  (iv)   generally to do or cause to be done such acts and things respecting the Charged Property (without being responsible for any loss or damage which happens thereby) as he may think necessary and which could have been done or caused to be done if he had the absolute ownership of the Charged Property.
  (b) Any person paying the money to or otherwise dealing with a Receiver shall not be concerned to enquire whether any event has occurred to authorise the Receiver to act and the receipt of any such Receiver for any moneys arising under any of the powers aforesaid shall be a sufficient discharge without obligating the person paying the same to see to the application thereof.

Page 7

 

  (c)   Any of the powers which the Receiver may exercise pursuant to Clause 4(a) of this Appendix may also be exercised by the Manager and any of the Joint Venturers other than the Chargor.
5.   The net proceeds in respect of the BGM Interest of the Chargor from the carrying on of the BGM Project and the net proceeds from the sale of any property and rights charged pursuant to Clause 3 of this Deed must be applied by the Receiver, the Manager or the Joint Venturers (as the case may be) in accordance with Clause 12 of this Deed. Save as provided for in Clause 12 of this Deed, neither the Joint Venturers nor the Manager will be under any liability to the Receiver for his remuneration, costs, charges or expenses or otherwise.
 
6.   The charge created by Clause 3 of this Deed will be deemed to be running and continuing securities notwithstanding any settlement on account or any other matter or thing whatsoever and shall remain in full force until final discharges thereof have been executed by the Manager and the Joint Venturers.
Executed as a Deed in Western Australia
Signed Sealed and Delivered for and on
behalf of Saddleback Investments Pty
Ltd by:
     
 
    
Director
    
 
    
 
    
Print Name
    
 
    
 
    
Director/Secretary
    
 
    
 
    
Print Name
    

Page 8

 

Signed Sealed and Delivered for and on
behalf of Newmont Boddington Pty Ltd
by:
     
 
    
Director
    
 
    
 
    
Print Name
    
 
    
 
    
Director/Secretary
    
 
    
 
    
Print Name
    
Signed Sealed and Delivered for and on
behalf of BGM Management Company
Pty Ltd by:
     
 
    
Director
    
 
    
 
    
Print Name
    
 
    
 
    
Director/Secretary
    
 
    
 
    
Print Name
    

Page 9

 

Schedule 14
PURCHASER’S ASSUMPTION DEED

 

 

BGM Joint Venture -
Purchaser’s Assumption Deed
Saddleback Investments Pty Ltd
ACN 134 978 224
Newmont Boddington Pty Ltd
ABN 32 062 936 547
BGM Management Company Pty Ltd
ABN 45 101 199 731

 

 

Date   2009
Parties
  1.   Saddleback Investments Pty Ltd (ACN 134 978 224) of Level 1, 388 Hay Street, Subiaco, Western Australia (the New Joint Venturer)
 
  2.   Newmont Boddington Pty Ltd (ABN 32 062 936 547) of Level 1, 388 Hay Street, Subiaco, Western Australia (the Continuing Joint Venturer)
 
  3.   BGM Management Company Pty Ltd (ABN 45 101 199 731) of Level 1, 388 Hay Street, Subiaco, Western Australia (the Manager).
Recitals
  A    Pursuant to a joint venture agreement dated 17 November 2006 (the Further Restated BGM Joint Venturers Agreement), the Continuing Joint Venturer and AngloGold Ashanti Australia Limited (the Old Joint Venturer) are the participants in a joint venture for the purpose of the exercise and development of the BGM Joint Venture, as defined and by the means prescribed in the Further Restated BGM Joint Venturers Agreement.
 
  B    Upon the execution and delivery of this Deed the Joint Venturers will be the Continuing Joint Venturer and the New Joint Venturer.
 
  C    The New Joint Venturer wishes to acquire all of the BGM Interest of the Old Joint Venturer and, by the terms of Clause 11 of the Further Restated BGM Joint Venturers Agreement, such acquisition will be effective only when the New Joint Venturer has executed and delivered to the Old Joint Venturer an assumption deed in substantially the form of this Deed.
It is agreed as follows:
1.   For the purposes of this Deed words, phrases and expressions which are defined or given a special meaning in the Further Restated BGM Joint Venturers Agreement have the same meanings when used in this Deed.
 
2.   The New Joint Venturer hereby covenants and agrees with the Continuing Joint Venturer and with the Manager to be bound by all the terms, conditions, warranties, restrictions, covenants and obligations under the Further Restated BGM Joint Venturers Agreement and the other instruments listed in the Schedule to this Deed of or affecting the Old Joint Venturer or the BGM Interest of the Old Joint Venturer, or of or affecting a purchaser or the BGM Interest of the New Joint Venturer (including the Old Joint Venturer’s obligation to pay any Unpaid Called Sum) to the extent that such terms, conditions, warranties, restrictions, covenants and obligations relate to the BGM Interest of the Old Joint Venturer acquired by the New Joint Venturer (such BGM Interest representing a Proportionate Share of 33 and 3/9 %).

1

 

3.   For the purposes of Clause 20 of the Further Restated BGM Joint Venturers Agreement, the address of the New Joint Venturer to which any notice, consent, offer, demand or other instrument required or authorised to be given or made under the Further Restated BGM Joint Venturers Agreement is:
Saddleback Investments Pty Ltd
Level 1, 388 Hay Street,
Subiaco Western Australia 6008
Attention: Company Secretary
Facsimile: +618 9423-6176
4.   This Deed may be executed in any number of counterparts each of which shall be deemed an original but all of which shall constitute one and the same instrument.
 
5.   This Deed shall be governed by and take effect and be construed in accordance with the laws in force in the State of Western Australia.

2

 

SCHEDULE
(List such of the Project Agreements as are appropriate at the time of execution including all then current Chargee’s Deeds of Covenant.)

3

 

Executed and delivered as a Deed in Perth
     
EXECUTED by SADDLEBACK INVESTMENTS PTY LTD (ACN 134 978 224) in accordance with Section 127(1) of the Corporations Act 2001 (Cth) by authority of its directors:
    
 
    
 
Director
   
 
    
 
Print Name
   
 
    
 
Director/Secretary
   
 
    
 
Print Name
   
     
EXECUTED by NEWMONT BODDINGTON PTY LTD (ABN 32 062 936 547) in accordance with Section 127(1) of the Corporations Act 2001 (Cth) by authority of its directors:
    
 
    
 
Director
   
 
    
 
Print Name
   
 
    
 
Director/Secretary
   
 
    
 
Print Name
   

4

 

     
EXECUTED by BGM MANAGEMENT COMPANY PTY LTD (ABN 45 101 199 731) in accordance with Section 127(1) of the Corporations Act 2001 (Cth) by authority of its directors:
    
 
    
 
Director
   
 
    
 
Print Name
   
 
    
 
Director/Secretary
   
 
    
 
Print Name
   

5

 

Schedule 15
DEED OF ASSIGNMENT AND ASSUMPTION (OTHER CONTRACTS)

 

 

ANGLOGOLD ASHANTI AUSTRALIA LIMITED (ABN 42 008 737 424)
AND
SADDLEBACK INVESTMENTS PTY LTD (ACN 134 978 224)
AND
NEWMONT BODDINGTON PTY LTD (ABN 32 062 936 547)
AND
[Insert further parties]
DEED OF ASSIGNMENT AND ASSUMPTION
[Insert Subject]

1

 

TABLE OF CONTENTS
         
1. DEFINITIONS AND INTERPRETATIONS
     3  
   
1.1 Definitions
     3  
   
1.2 Interpretation
     3  
   
2. ASSIGNMENT
     4  
   
3. NEW PARTY ASSUMES LIABILITY
     4  
   
4. CONTINUING PARTY
     5  
   
5. RELEASE
     5  
   
6. INDEMNITY
     5  
   
7. ACKNOWLEDGEMENT
     5  
   
8. CONTINUING OBLIGATIONS
     5  
   
9. FURTHER DOCUMENTS
     6  
   
10. COSTS AND STAMP DUTY
     6  
   
11. COUNTERPARTS
     6  
   
12. GOVERNING LAW
     6  
 
        
SCHEDULE
     7  

2

 

THIS DEED is made this            day of                                2009
BETWEEN
The person named and described in Item 1 of the Schedule (“Assignor”)
AND
The person named and described in Item 2 of the Schedule (“New Party”)
AND
The person or persons named and described in Item 3 of the Schedule (“Continuing Party”)
BACKGROUND
A.   The Assignor and each Continuing Party are parties to the agreement or deed described in Item 4 of the Schedule (“Assigned Agreement”).
 
B.   As a result of the agreement described in Item 5 of the Schedule (“Sale Agreement”), the Assignor has agreed to assign its rights under the Assigned Agreement in relation to the Assigned Interest to the New Party and the New Party has agreed to assume the obligations of the Assignor under the Assigned Agreement in relation to the Assigned Interest on and from the Assignment Date.
 
C.   Each Continuing Party has agreed to release the Assignor from its obligations under the Assigned Agreement in relation to the Assigned Interest on and from the Assignment Date.
 
D.   Each Continuing Party has agreed to consent to the transactions referred to in this Deed in accordance with the terms of this Deed.
IT IS AGREED as follows:
1.   DEFINITIONS AND INTERPRETATIONS
 
1.1   Definitions
 
    In this Deed, unless the context otherwise requires, the following expressions have the following meanings respectively:
 
    Assigned Interest has the meaning set out in Item 6 of the Schedule.
 
    Assignment Date means the date set out or described in Item 7 of the Schedule.
 
    Deed means this deed and any amendments to it which are reduced to writing and signed by all the parties to this Deed.
 
1.2   Interpretation
 
    In this Deed, including the Background, unless the contrary intention appears:

3

 

  (a)   words denoting the singular include the plural and vice versa;
 
  (b)   a reference to any one of an individual, corporation, partnership, joint venture, association, authority, trust or government includes (as the context requires) any other of them;
 
  (c)   the table of contents and headings are for convenience only and do not affect interpretation;
 
  (d)   a reference to any instrument (such as a deed, agreement or document) is to that instrument (or, if required by the context, to a part of it) as amended, novated, substituted or supplemented at any time and from time to time;
 
  (e)   a reference to a Party is a reference to a party to this Deed and includes that Party’s executors, administrators, successors and permitted assigns;
 
  (f)   a reference to a recital, clause, schedule or annexure is to a recital, clause (including sub-clause, paragraph, sub-paragraph or further subdivision of a clause), schedule or annexure of or to this Deed, and a reference to a paragraph is to a paragraph in a schedule;
 
  (g)   a reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or substitution for, and any subordinate legislation under, that legislation or legislative provision;
 
  (h)   where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning; and
 
  (i)   including and similar expressions are not and must not be treated as words of limitation.
2.   ASSIGNMENT
  (1)   The Assignor assigns as and from the Assignment Date the Assigned Interest to the New Party, which accepts such assignment.
 
  (2)   If the Assignment Date is a date earlier than the date set out at the commencement of this Deed then this Deed must take effect as if executed on that date.
 
  (3)   If the Assignment Date is an undetermined future date, the New Party must give to each Continuing Party prompt written notice of the date which is the Assignment Date.
 
  (4)   If the Assignment Date has not occurred by the date which is 180 days after the date of this Deed then this Deed must terminate and this Deed will have no force and effect.
3.   CONSENT OF CONTINUING PARTY
 
    With effect on and from the Assignment Date, each Continuing Party:

4

 

  (a)   consents to the New Party being the holder of the Assigned Interest and assuming the obligations of the Assignor in accordance with clause 4;
 
  (b)   acknowledges and agrees that the New Party will be entitled to exercise all of the rights, privileges and benefits of the Assignor in respect of the Assigned Interest under or in connection with the Assigned Agreement; and
 
  (c)   agrees to be bound by the terms of the Assigned Agreement as if the New Party were named in the Assigned Agreement as a party instead of the Assignor.
4.   NEW PARTY ASSUMES LIABILITY
 
    With effect on and from the Assignment Date, the New Party covenants with each Continuing Party that it:
  (a)   enjoys all the rights and interest of the Assignor under the Assigned Agreement in relation to the Assigned Interest and may hold and deal with the Assigned Interest without any interruption or disturbance from the Assignor; and
 
  (b)   assumes, observes, performs and will be bound by the obligations and liabilities of the Assignor under the Assigned Agreement in relation to the Assigned Interest which arise or accrue on and from the Assignment Date and undertakes to discharge those obligations and liabilities as and when required under the Assigned Agreement.
5.   ASSIGNOR RELEASED
 
    With effect on and from the Assignment Date, each Continuing Party releases and forever discharges the Assignor from all claims, losses, demands and liabilities which arise on or after the Assignment Date relating to or connected with the Assigned Interest except for any claim, loss, demand or liability arising before the Assignment Date.
 
6.   INDEMNITY
 
    The Sale Agreement contains indemnities which relate to the Assigned Agreement and those indemnities continue to apply notwithstanding the execution and operation of this Deed.
 
7.   ACKNOWLEDGEMENT
 
    Each Continuing Party acknowledges and agrees that, as at the Assignment Date, the Assignor is not in breach of the Assigned Agreement.
 
8.   ADDRESS OF NEW PARTY TO NOTICES
 
    For the purposes of the Assigned Agreement, the address of the New Party to which all Notices must be delivered is as follows:
Saddleback Investments Pty Ltd
Level 1, 388 Hay Street

5

 

Subiaco WA 6008
Fax No: +61 8 9423 6176
Attention: Company Secretary
9.   FURTHER DOCUMENTS
 
    The Parties must use their reasonable endeavours to execute and deliver all such documents and do all such things to give full effect to this Deed or which may be required to secure the consent or approval of any person as required to comply with any applicable laws and must use their reasonable endeavours to achieve satisfaction of any such consents or approvals.
 
10.   COSTS AND STAMP DUTY
 
    Each Party must bear its own costs arising out of the negotiation, preparation and execution of this Deed. All stamp duty (including fines, penalties and interest) payable on or in connection with this Deed and any instrument executed under this Deed must be borne by the New Party.
 
11.   COUNTERPARTS
 
    This Deed may be executed in any number of counterparts. All counterparts together will be taken to constitute the one instrument.
 
12.   GOVERNING LAW
 
    This Deed is governed by the law in force in Western Australia. Each Party submits to the non-exclusive jurisdiction of the courts of Western Australia and any courts which may hear appeals from those courts in respect of any proceedings in connection with this Deed.

6

 

Schedule
Item 1:    The Assignor
 
    AngloGold Ashanti Australia Limited (ABN 42 008 737 424) of Level 13, St Martin’s Tower, 44 St Georges Terrace, Perth, Western Australia, 6000.
 
Item 2:     The New Party
 
    Saddleback Investments Pty Ltd (ACN 134 978 224) of Level 1, 388 Hay Street, Subiaco, Western Australia, 6008.
 
Item 3:     The Continuing Party/Parties
 
    [amend Item 3 as appropriate for each Assigned Agreement]
    Newmont Boddington Pty Ltd (ABN 32 062 936 547) of Level 1, 388 Hay Street, Subiaco, Western Australia, 6008.
 
    [Third Party Name] (ABN.....) of [third party address].
 
Item 4:     The Assigned Agreement
 
    [insert name, parties and date of the agreement to be assigned].
 
Item 5:     Sale Agreement
 
    The Sale and Purchase Agreement entitled ‘Boddington Gold Mine Joint Venture Sale of AngloGold’s BGM Interest’ between AngloGold Ashanti Australia Limited (ABN 42 008 737 424), AngloGold Ashanti Limited (ARBN 090 101 170), Saddleback Investments Pty Ltd (ACN 134 978 224), Newmont Boddington Pty Ltd (ABN 32 062 936 547), Newmont Mining Corporation (ARBN 099 065 997), Newmont Australia Limited (ABN 86 009 295 765) and BGM Management Company Pty Ltd (ABN 45 101 199 731) dated [#] January 2009.
 
Item 6:     Assigned Interest
 
    All of the right, title, estate, claim and interest in, to and under the Assigned Agreement of the Assignor.
 
Item 7:     The Assignment Date
 
    The date on which ‘Completion’, as defined in the Sale Agreement, occurs under the Sale Agreement.

7

 

EXECUTED and delivered as a deed in [insert location].
             
Executed as a deed in accordance with section 127 of the Corporations Act 2001 by AngloGold Ashanti Australia Limited:
            
 
            
 
Director Signature
     
 
Director/Secretary Signature 		   
 
            
 
Print Name
     
 
Print Name 		   
 
            
Executed as a deed in accordance with section 127 of the Corporations Act 2001 by Saddleback Investments Pty Ltd:
            
 
            
 
Director Signature
     
 
Director/Secretary Signature 		   
 
            
 
Print Name
     
 
Print Name 		   
 
            
Executed as a deed in accordance with section 127 of the Corporations Act 2001 by Newmont Boddington Pty Ltd:
            
 
            
 
Director Signature
     
 
Director/Secretary Signature 		   
 
            
 
Print Name
     
 
Print Name 		   
 
            
Executed as a deed in accordance with section 127 of the Corporations Act 2001 by [insert name of continuing party]:
            
 
            
 
Director Signature
     
 
Director/Secretary Signature 		   
 
            
 
Print Name
     
 
Print Name 		   
[insert further execution clauses if there are other parties to the relevant Agreement]

8

 

Schedule 16
PERFORMANCE BONDS AND VENDOR GROUP GUARANTEES
Part A — Performance Bonds
                         
        Approximate            
        Date of   Government   Bank   Amount
Tenement   Undertaking   Dealing   Reference   Reference   (A$)
G70/218
  Unconditional Performance Bond   18/09/2006   Bond 247939   R057906W   $ 79,166  
G70/219
  Unconditional Performance Bond   18/12/2006   Bond 253048   R058006W   $ 38,000  
L70/95
  Unconditional Performance Bond   18/09/2006   Bond 247936   R058306W   $ 51,666  
L70/96
  Unconditional Performance Bond   30/10/2006   Bond 251025   R064606W   $ 10,000  
M264SA
  Unconditional Performance Bond   18/09/2006   Bond 247934   R058206W   $ 1,209,988  
M70/1031
  Unconditional Performance Bond   18/09/2006   Bond 247949   R057806W   $ 1,679,150  
M70/21
  Unconditional Performance Bond   6/03/2007   Bond 262219   R092607W   $ 4,042,126  
M70/22
  Unconditional Performance Bond   6/05/2007   Bond 262223   R092707W   $ 1,428,819  
M70/23
  Unconditional Performance Bond   6/03/2007   Bond 262226   R092807W   $ 339,997  
M70/24
  Unconditional Performance Bond   6/03/2007   Bond 262232   R092907W   $ 2,965,804  
M70/25
  Unconditional Performance Bond   6/03/2007   Bond 262233   R093007W   $ 234,998  
M70/799
  Unconditional Performance Bond   18/09/2006   Bond 247951   R057706W   $ 3,437,632  
 
              Total   $ 15,517,346  
Part B — Vendor Group Guarantees
1.   Guarantee by the Vendor in favour of Newmont Boddington dated 19 April 2006.
 
2.   Unconditional Undertaking dated on or about 20 December 2007 given by or on behalf of the Vendor to Western Power in the sum of A$20,000,000 (bank reference R612207W).

 

 

EXECUTED as an agreement.
EXECUTED by ANGLOGOLD ASHANTI
AUSTRALIA LIMITED by its duly authorised
Attorney under power of attorney:
         
/s/ Nerilee Rockman
  /s/ Igor Bogdanich    
 
Signature of attorney
 
 
Signature of witness 		   
 
        
Nerilee Rockman
  Igor Bogdanich    
 
Name of attorney
 
 
Name of witness 		   
 
        
EXECUTED by ANGLOGOLD ASHANTI LIMITED:
        
 
        
/s/ Paul JG Dennison
  /s/ Nerilee Rockman    
 
Signature of officer
 
 
Signature of witness 		   
 
        
Paul JG Dennison
  Nerilee Rockman    
 
Name of officer
 
 
Name of witness 		   
 
        
EXECUTED by SADDLEBACK INVESTMENTS PTY LTD in accordance with Section 127 of the Corporations Act:
        
 
        
/s/ Andrew Michael Strelein
  /s/ Christopher James Campbell    
 
Signature of director
 
 
Signature of director/secretary 		   
 
        
Andrew Michael Strelein
  Christopher James Campbell    
 
Name of director
 
 
Name of director/secretary 		   

 

 

EXECUTED by NEWMONT BODDINGTON PTY LTD
in accordance with Section 127
of the Corporations Act:
         
/s/ Andrew Michael Strelein
  /s/ Christopher James Campbell    
 
Signature of director
 
 
Signature of director/secretary 		   
 
        
Andrew Michael Strelein
  Christopher James Campbell    
 
Name of director
 
 
Name of director/secretary 		   
 
        
EXECUTED by NEWMONT MINING CORPORATION:
        
 
        
/s/ E. Randy Engel
  /s/ David R. Faley    
 
Signature of officer
 
 
Signature of witness 		   
 
        
E. Randy Engel
  David R. Faley    
 
Name of officer
 
 
Name of witness 		   
 
        
EXECUTED by NEWMONT AUSTRALIA LIMITED in accordance with Section 127 of the Corporations Act:
        
 
        
/s/ Andrew Michael Strelein
  Christopher James Campbell    
 
Signature of director
 
 
Signature of director/secretary 		   
 
        
Andrew Michael Strelein
  Christopher James Campbell    
 
Name of director
 
 
Name of director/secretary 		   

 

 

EXECUTED by BGM MANAGEMENT COMPANY PTY LTD
in accordance with Section
127 of the Corporations Act:
         
/s/ Andrew Michael Strelein
 
Signature of director
  /s/ Philip J. Stephenson
 
Signature of director/secretary 		   
 
        
Andrew Michael Strelein
  Philip J. Stephenson    
 
Name of director
 
 
Name of director/secretary 		   

 

EX-99 3 aga_exhibits.htm Page 1
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E-1
Exhibits to Form 20-F

Exhibit Number                  Description                                                            Remarks
Exhibit 19.1
Memorandum and Articles of Association of
AngloGold Limited as in effect on May 6, 2008
Incorporated by reference to Exhibit 19.1 of
AngloGold’s annual report on Form 20-F filed
with the Securities and Exchange Commission
on May 19, 2008
Exhibit 19.4.1.1
AngloGold Limited Share Incentive Scheme in
effect April 4, 2003
Incorporated by reference to Exhibit 19.4(c) of
AngloGold’s annual report on Form 20-F filed
with the Securities and Exchange Commission
on June 28, 2002
Exhibit 19.4.1.2
Bonus Share Plan in effect on May 6, 2008
Incorporated by reference to Exhibit 19.4.1.2
of AngloGold’s annual report on Form 20-F
filed with the Securities and Exchange
Commission on May 19, 2008
Exhibit 19.4.1.3
Long-Term Incentive Plan in effect April 29,
2005
Incorporated by reference to Exhibit 19.4.1.3
of AngloGold Ashanti’s annual report on Form
20-F filed with the Securities and Exchange
Commission on March 20, 2006
Exhibit 19.4.1.4
Letter confirming appointment of M Cutifani as
chief executive officer of AngloGold Ashanti
Limited
Incorporated by reference to Exhibit 19.4.1.5
of AngloGold’s annual report on Form 20-F
filed with the Securities and Exchange
Commission on May 19, 2008
Exhibit
19.4.1.5
Retainer agreement of M Cutifani with
AngloGold Ashanti International Services
Limited
Incorporated by reference to Exhibit 19.4.1.6
of AngloGold’s annual report on Form 20-F
filed with the Securities and Exchange
Commission on May 19, 2008
Exhibit 19.4.1.6
Sale and Purchase Agreement dated January
27, 2009 among AngloGold Ashanti Australia
Limited, AngloGold Ashanti Limited,
Saddleback Investments Pty Ltd, Newmont
Boddington Pty Ltd, Newmont Mining
Corporation, Newmont Australia Limited and
BGM Management Company Pty Ltd.
Exhibit 19.6
Statement regarding how loss/earnings per
share information was calculated
See note 9 to the consolidated financial
statements
Exhibit 19.8
List of AngloGold Ashanti Limited subsidiaries
Exhibit 19.12.1
Certification of Mark Cutifani, Chief Executive
Officer of AngloGold Ashanti Limited, pursuant
to Section 302 of the Sarbanes-Oxley Act of
2002
Exhibit 19.12.2
Certification of Srinivasan Venkatakrishnan,
Chief Financial Officer of AngloGold Ashanti
Limited, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
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E-2
Exhibit 19.13
Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
Exhibit 19.15.1 (a and b)
Consents of Ernst & Young, independent
registered public accounting firm
Exhibit 19.15.2 (a and b)
Consents of KPMG, independent registered
public accounting firm
Exhibit 19.15.3
Consent of BDO Stoy Hayward, independent
registered public accounting firm
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E-3
EXHIBIT 19.8
PRINCIPAL AND OPERATING SUBSIDIARIES FOR THE YEAR ENDED 31 DECEMBER
Percentage held
Country of
Incorporation
Shares
held
2008
Shares
held
2007
%
2008
%
2007
Principal subsidiaries
AngloGold Ashanti Australia Limited
2
257,462,077
257,462,077
100
100
AngloGold Ashanti Holdings plc
7
3,373,171,254
2,132,183,982
100
100
AngloGold Offshore Investments Limited
5
5,000,000
5,000,000
100
100
AngloGold Ashanti USA Incorporated
11
234
150
100
100
* 500
* 500
Operating subsidiaries
(1)
AngloGold Ashanti Brasil Mineração Ltda
3
8,827,437,875
8,827,437,875
100
100
AngloGold Ashanti (Ghana) Limited
4
132,419,585
132,419,585
100
100
AngloGold Ashanti (Iduapriem) Limited
4
66,270
66,270
100
100
AngloGold Australia (Sunrise Dam) Pty Limited
2
2
2
100
100
AngloGold Namibia (Pty) Ltd
9
10,000
10,000
100
100
Cerro Vanguardia S.A.
1
13,875,000
13,875,000
92.50
92.50
AngloGold Ashanti (Colorado) Corp
(2)
11
1,250
1,250
67
67
Geita Gold Mining Limited
10
2
2
100
100
Mineração Serra Grande S.A.
3
499,999,997
499,999,997
50
50
Societé Ashanti Goldfields de Guinée S.A.
6
3,486,134
3,486,134
85
85
Société des Mines de Morila S.A.
8
400
400
40
40
Société d'Exploitation des Mines d'Or de Sadiola S.A.
8
38,000
38,000
38
38
Société d'Exploitation des Mines d'Or de Yatela S.A.
8
400
400
40
40
Teberebie Goldfields Limited
4
2,066,667
2,066,667
100
100
* Indicates preference shares
Principal subsidiaries are those subsidiaries that hold material contracts and/or act as borrowers and/or
guarantors of such material contracts.
(1)
All the operating mines in South Africa, namely Great Noligwa, Kopanang, Moab Khotsong, Tau Lekoa, Mponeng, Savuka and
TauTona, are all held by the parent company, AngloGold Ashanti Limited.
(2)
Operates the Cripple Creek & Victor gold mine, a wholly-owned operation.
Country of incorporation – key
1 Argentina
7
Isle of Man
2 Australia
8
Mali
3 Brazil
9
Namibia
4 Ghana
10
Tanzania
5 Guernsey
11
United States of America
6 Republic of Guinea
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E-4
EXHIBIT 19.12.1
CERTIFICATION
I, Mark Cutifani, certify that:

1.    I have reviewed this annual report on Form 20-F of AngloGold Ashanti Limited;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods
presented in this report;
4.    The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the company, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
(c)   Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
(d)   Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the
period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the
company’s internal control over financial reporting; and
5.    The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the company’s auditors and the audit committee of company’s board of directors (or persons
performing the equivalent functions):
(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and
report financial information; and
(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the
company’s internal control over financial reporting.
Date: May 4, 2009
/s/ Mark Cutifani
Mark Cutifani
Chief Executive Officer
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E-5
EXHIBIT 19.12.2
CERTIFICATION
I, Srinivasan Venkatakrishnan, certify that:

1.    I have reviewed this annual report on Form 20-F of AngloGold Ashanti Limited;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods
presented in this report;
4.    The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the company, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
(c)   Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
(d)   Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the
period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the
company’s internal control over financial reporting; and
5.    The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the company’s auditors and the audit committee of company’s board of directors (or persons
performing the equivalent functions):
(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and
report financial information; and
(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the
company’s internal control over financial reporting.
Date: May 4, 2009
/s/ Srinivasan Venkatakrishnan
Srinivasan Venkatakrishnan
Chief Financial Officer
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E-6
EXHIBIT 19.13


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of AngloGold Ashanti Limited (the “Company”) on Form 20-F for the period
ending December 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the
undersigned hereby certify that to the best of our knowledge:

1.
The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2.
The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.



Date: May 4, 2009
/s/ Mark Cutifani
Name:
Mark
Cutifani
Title: Chief Executive Officer





Date: May 4, 2009
/s/ Srinivasan Venkatakrishnan
Name:
Srinivasan
Venkatakrishnan
Title: Chief Financial Officer

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E-7
Exhibit 19.15.1(a)


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements on Form S-8
(No. 333-10990 and No. 333-113789) of AngloGold Ashanti Limited of our report dated May 4,
2009, with respect to the consolidated financial statements of AngloGold Ashanti Limited and
the effectiveness of internal control over financial reporting of AngloGold Ashanti Limited
included in this Annual Report (Form 20-F) for the year ended December 31, 2008.

/s/ Ernst & Young Inc.

Ernst & Young Inc.
Registered Auditor

Johannesburg
Republic of South Africa
May 4, 2009
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E-8
Exhibit 19.15.1(b)


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements on Form S-8
(No. 333-10990 and No. 333-113789) of AngloGold Ashanti Limited of our report dated
June 15, 2007, with respect to the balance sheet of Société des Mines de Morila S.A. as of
December 31, 2006, and the related statement of income, cash flows, and changes in
shareholders’ equity for the year then ended, as included in the December 31, 2008 Annual
Report on Form 20-F of AngloGold Ashanti Limited.

/s/ Ernst & Young Inc.

Ernst & Young Inc.
Registered Auditor

Johannesburg
Republic of South Africa
May 4, 2009
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E-9
Exhibit 19.15.2(a)




CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements on Form S-8
(No. 333-10990 and No. 333-113789) of AngloGold Ashanti Limited of our report dated
June 25, 2007, with respect to the balance of Société d’Exploitation des Mines d’Or de Yatela
S.A. as of December 31, 2006, and the related statements of income, changes in stockholders’
equity and cash flows for the year then ended, which report appears in the December 31, 2009
Annual Report (Form 20-F) of AngloGold Ashanti Limited.

/s/ KPMG

KPMG

Johannesburg
South Africa
April 30, 2009
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E-10
Exhibit 19.15.2(b)


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements on Form S-8 (File
No. 333-10990 and No. 333-113789) of AngloGold Ashanti Limited of our report dated May 4,
2009, with respect to the balance sheet of Société d’Exploitation des Mines d’Or de Sadiola
S.A. as of December 31, 2008, and the related statements of income, changes in stockholders’
equity and cash flows for the years ended December 31, 2008 and 2006, included in this
Annual Report (Form 20-F) of AngloGold Ashanti Limited for the year ended December 31,
2008.

/s/ KPMG

KPMG
Registered Auditor

Bloemfontein
South Africa
May 4, 2009


background image
E-11

Exhibit 19.15.3


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Société des Mines de Morila S.A.

We consent to the incorporation by reference in the Registration Statements on Form S-8
(No. 333-10990 and No. 333-113789) of our report dated 22 April, 2009, with respect to the
annual financial statements of Société des Mines de Morila S.A. included in this Annual Report
(Form 20-F) for the year ended December 31, 2008.

/s/ BDO Stoy Hayward LLP

BDO Stoy Hayward LLP
London

April 29, 2009


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