Shareholder Meeting & Renewal of Cautionary Announcement

 
TIDMAGD 
 
AngloGold Ashanti Limited 
 
(Incorporated in the Republic of South Africa  Reg. No. 1944/017354/06) 
 
ISIN No. ZAE000043485 - JSE share code: ANG  CUSIP: 035128206 - NYSE share 
code: AU 
 
Website: www.anglogoldashanti.com 
 
News Release 
 
SHAREHOLDER MEETING AND RENEWAL OF CAUTIONARY ANNOUNCEMENT 
 
At the annual general meeting held on 7 May 2010, AngloGold Ashanti 
shareholders approved with a 94.3% majority, a resolution giving authority to 
the directors of AngloGold Ashanti to issue convertible bonds. On 15 September 
2010, AngloGold Ashanti announced the pricing of the US$789,086,750  6.00% 
mandatory convertible subordinated bonds due 2013 (the "Mandatory Convertible 
Bonds") offering (the "Offering") by its wholly-owned subsidiary AngloGold 
Ashanti Holdings Finance plc. 
 
Given that the specific terms of the Mandatory Convertible Bonds were not known 
at the time of the launch of the Offering, the directors of AngloGold Ashanti 
will now seek a specific authority and approval from shareholders for the 
directors of AngloGold Ashanti to allot and issue up to 18,140,000 ordinary 
shares of R0.25 each in the authorised but unissued share capital of the 
Company for purposes of the conversion of the Mandatory Convertible Bonds. The 
specific authority will enable AngloGold Ashanti to allot and issue AngloGold 
Ashanti ordinary shares underlying the American Depositary Shares ("ADSs") 
deliverable upon conversion of the Mandatory Convertible Bonds. 
 
Prior to the grant of the specific authority, upon conversion, the Mandatory 
Convertible Bonds are subject to automatic cash settlement. Thereafter, the 
automatic cash settlement provisions will cease to apply and the Mandatory 
Convertible Bonds will be convertible into AngloGold Ashanti ADSs. 
 
Gross proceeds of US$789,086,750 were raised upon the issue of the Mandatory 
Convertible Bonds. The Mandatory Convertible Bonds, subject to the approval of 
the specific authority, are initially convertible into a maximum of 18,140,000 
AngloGold Ashanti ADSs at the initial price of US$43.50 and are initialy 
convertible into a minimum of approximately 14,511,937 AngloGold Ashanti ADSs 
at the threshold appreciation price of approximately US$54.375 (representing a 
premium of 25% over the initial issue price of US$43.50). This means that, 
subject to the approval of the specific authority, should the price of 
AngloGold Ashanti ordinary shares increase such that the AngloGold Ashanti ADS 
price is at or above US$54.375 at maturity of the Mandatory Convertible Bonds, 
AngloGold Ashanti will be required to allot and issue approximately 14,511,937 
AngloGold Ashanti ordinary shares (which would represent the same number of 
ADSs), which is 3,628,063 AngloGold Ashanti ordinary shares less than the 
maximum number of 18,140,000 AngloGold Ashanti ordinary shares for which the 
approval to allot and issue is sought under the specific authority. 
Furthermore, should the price of AngloGold Ashanti ordinary shares fall such 
that the AngloGold Ashanti ADS price is at or below the initial price of 
US$43.50, AngloGold Ashanti will only be required to allot and issue a maximum 
number of 18,140,000 AngloGold Ashanti ordinary shares (which would represent 
the same number of ADSs). 
 
A circular, convening a general meeting of shareholders regarding the granting 
of the specific authority to be held on Tuesday, 26 October 2010 at 10:00 SA 
time at the Auditorium, 76 Jeppe Street, Newtown, Johannesburg, South Africa 
will be posted to shareholders today, Thursday 23 September 2010. 
 
Pro forma financial effects of Mandatory Convertible Bonds 
 
The unaudited pro forma financial information of AngloGold Ashanti was prepared 
in order to illustrate the effects of the issue and conversion of the Mandatory 
Convertible Bonds, assuming that the issue and conversion of the Mandatory 
Convertible Bonds took place on 1 January 2010 for purposes of the income 
statement and on 30 June 2010 for purposes of the balance sheet. The pro forma 
financial information below assumes that the Mandatory Convertible Bonds are 
converted for AngloGold Ashanti ADSs at the 0.91954 Conversion Ratio, which is 
equivalent to a convertible price of approximately US$54.375 per AngloGold 
Ashanti ADS. The information has been prepared for illustrative purposes only 
and may not, because of its nature (including the assumption of the initial 
price, conversion ratio and conversion price) give a true picture of the 
financial position of AngloGold Ashanti. It does not purport to be indicative 
of what the financial results would have been if the conversion of the 
Mandatory Convertible Bonds had actually occurred at an earlier date. The pro 
forma financial information is the responsibility of the directors. 
 
The pro forma historical financial effects of the issue and conversion of the 
Mandatory Convertible Bonds are as follows: 
 
For the six months ended                     Before the          After % Change 
30 June 2010 (per AngloGold                   Mandatory  Conversion of 
Ashanti ordinary share)                     Convertible  the Mandatory 
                                            Bonds Issue    Convertible 
                                                                 Bonds 
 
Net asset value per share1     US cents            809            986       22% 
 
Net tangible asset value per   US cents            764            942       23% 
share1 
 
Basic loss per share           US cents             (8)           (15)      88% 
(continuing 
 
operations)2 
 
Diluted loss per share         US cents             (8)           (15)      88% 
(continuing 
 
operations)3 
 
Headline loss per share4       US cents             (3)           (11)     267% 
 
Weighted average number of                  366,961,310    381,473,310       4% 
shares 
 
in issue5 
 
Weighted average diluted                    366,961,310    381,473,310       4% 
number of 
 
shares in issue6 
 
Number of shares in issue7                  365,758,792    380,270,792       4% 
 
The negative swings in basic loss per share, diluted loss per share and 
headline loss per share are primarily due to the realisation of non-hedge 
derivatives losses. 
 
Notes: 
 
 1. Net asset value per share is computed by dividing total equity of $2,959 
    million before conversion ($3,748 million after conversion) by the number 
    of shares in issue being 365,758,792 shares before conversion (380,270,792 
    shares after conversion). Net tangible asset value per share is computed by 
    dividing total equity (excluding intangible assets) of $2,792 million 
    before conversion ($3,581 million after conversion) by the number of shares 
    in issue being 365,758,792 shares before conversion (380,270,792 after 
    conversion). 
 
 2. Basic loss per share is computed by dividing net loss by the weighted 
    average number of shares in issue. 
 
 3. The diluted loss per share is computed by dividing net loss by the weighted 
    average diluted number of shares in issue. 
 
 4. Headline loss removes items of a capital nature from the calculation of 
    loss per share. Headline loss per share is computed by dividing headline 
    loss by the weighted average number of shares in issue. 
 
 5. The weighted average number of AngloGold Ashanti ordinary shares in issue 
    was 366,961,310 for the six months ended 30 June 2010 and as a result of 
    the issuance of 14,512,000 AngloGold Ashanti ordinary shares at a price of 
    US$54.375, the weighted average number of AngloGold Ashanti ordinary shares 
    in issue for that period would have been 381,473,310. 
 
 6. The weighted average diluted number of AngloGold Ashanti ordinary shares in 
    issue for the six months ended 30 June 2010 does not assume the effect of 
    971,993 shares issuable upon the exercise of the share incentive options as 
    well as 15,384,615 shares issuable upon the conversion of the convertible 
    bond issued in May 2009, as their effects are anti-dilutive. 
 
 7. The number of AngloGold Ashanti ordinary shares in issue as at 30 June 2010 
    was 365,758,792 and, as a result of the issue, the number of AngloGold 
    Ashanti ordinary shares in issue as at that date would have been 
    380,270,792. 
 
Renewal of cautionary announcement 
 
The outcome of the shareholder's meeting may have a material impact on 
AngloGold securities. AngloGold Ashanti shareholders are therefore advised to 
exercise caution when dealing in AngloGold Ashanti's securities until a further 
announcement is made on the outcome of the shareholders' meeting. 
 
Johannesburg 
 
23 September 2010 
 
JSE Sponsor: UBS 
 
This announcement shall not constitute an offer to sell or the solicitation of 
an offer to buy securities, nor shall there be any sale of the securities 
described herein, in any jurisdiction in which such offer, solicitation or sale 
would be unlawful prior to registration or qualification under the securities 
laws of such jurisdiction. 
 
This announcement includes "forward-looking information" within the meaning of 
Section 27A of the Securities Act, and Section 21E of the Securities Exchange 
Act of 1934, as amended. All statements other than statements of historical 
fact are, or may be deemed to be, forward-looking statements, including, 
without limitation those concerning: AngloGold Ashanti's strategy to reduce its 
gold hedging positions including the extent and effect of the reduction of its 
gold hedging positions; the economic outlook for the gold mining industry; 
expectations regarding 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 at AngloGold Ashanti's exploration and production 
projects; the completion of announced mergers and acquisitions transactions; 
AngloGold Ashanti's liquidity and capital resources and expenditure; the 
outcome and consequences of any pending litigation proceedings; and AngloGold 
Ashanti's Project One performance targets. These forward-looking statements are 
not based on historical facts, but rather reflect AngloGold Ashanti's current 
expectations concerning future results and events and generally may be 
identified by the use of forward-looking words or phrases such as "believe", 
"aim", "expect", "anticipate", "intend", "foresee", "forecast", "likely", 
"should", "planned", "may", "estimated", "potential" or other similar words and 
phrases. Similarly, statements that describe AngloGold Ashanti's objectives, 
plans or goals are or may be forward-looking statements. 
 
These forward-looking statements involve known and unknown risks, uncertainties 
and other factors that may cause the 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 these forward-looking statements are reasonable, no assurance can be given 
that such expectations will prove to have been correct. 
 
For a discussion of such risk factors, shareholders should refer to the annual 
report on Form 20-F for the year ended 31 December 2009, which was filed with 
the Securities and Exchange Commission ("SEC") on 19 April 2010 and amended on 
18 May 2010 and the prospectus supplements filed in connection with the 
Offering on 15 September 2010. 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. 
 
ENDS 
 
__________________________________________________________________________________________________________________ 
 
Contacts 
 
                   Tel:                                E-mail: 
 
Alan Fine (Media)  [phone]-  / [phone]   [e-mail] 
                   6383               0757 
 
Joanne Jones       [phone]-  / [phone]   [e-mail] 
(Media)            6813               0306 
 
Sicelo Ntuli       +27 (0) 11       / [phone]   [e-mail] 
(Investors)        637-6339           0991 
 
Stewart Bailey     [phone]  / [phone]  [e-mail] 
(Investors)        / [phone] 
                   9628 
 
 
END