AULGF Anglogold Ashanti Ltd (PK)

1.	This Circular should be read in its entirety with particular attention to the section headed “Action Required by AGA Shareholders” commencing on page 13 of this Circular, which sets out in detail the action required to be taken by you.

2.	If you are in any doubt as to what action you should take, please consult your CSDP, Broker, banker, accountant, legal adviser, financial adviser or other professional adviser immediately.

3.

If you have disposed of all of your AGA Ordinary Shares on or before Tuesday, 27 June 2023, please forward this Circular, together with the accompanying Form of Surrender and Transfer (blue), the Notice of Shareholders’ Meeting and Form of Proxy (yellow), and the Disclosure Package to the purchaser of such AGA Ordinary Shares, or to the Broker or agent through whom the disposal of those AGA Ordinary Shares was effected for transmission to the purchaser or transferee.

AngloGold Ashanti Limited (Incorporated in the Republic of South Africa) Registration number: 1944/017354/06 Ordinary share code: ANG ISIN: ZAE000043485 (“AGA” or the “Company”)		AngloGold Ashanti plc (Incorporated in England and Wales) Company number: 14654651 Ordinary share code: ANG ISIN: GB00BRXH2664 (“NewCo”)

COMBINED CIRCULAR TO AGA SHAREHOLDERS

●

the Spin-Off, in terms of which a distribution in specie will be effected by AGA to the AGA Shareholders recorded in the AGA Register as at the Reorganisation Consideration Record Date, pursuant to which AGA will direct NewCo, its wholly-owned Subsidiary at that time, to issue 46,000 (forty six thousand) NewCo Ordinary Shares to such AGA Shareholders on a pro rata basis, with the aggregate subscription price of USD 46,000 (forty six thousand Dollars) paid by AGA, resulting in NewCo ceasing to be a Subsidiary of AGA;

●

the AGAH Sale, in terms of which NewCo has made an irrevocable offer to AGA to purchase 100% (one hundred percent) of the issued shares in AGAH. It is the present, non-binding intention of AGA to accept the Irrevocable Offer to Purchase. The AGAH Sale, if completed, will constitute a disposal of all or the greater part of the assets or undertaking of AGA subject to approval under Chapter 5 of the Companies Act in terms of Section 112 and Section 115 of the Companies Act;

●

the Scheme, being a scheme of arrangement in terms of Section 114(1) read with Section 115 of the Companies Act between AGA and the AGA Shareholders, proposed by the AGA Board whereby NewCo will acquire all of the issued AGA Ordinary Shares from the AGA Shareholders in consideration for the right and obligation to receive, ipso facto and without any action on the part of such AGA Shareholders, the respective pro rata portions of the Scheme Consideration Shares;

●	the Spin-Off, the AGAH Sale and the Scheme are three sequential, separate and inter-conditional transaction steps, referred to as the Reorganisation, which will result in, among other things:

o

AGA Shareholders recorded in the AGA Register as at the Reorganisation Consideration Record Date, receiving in aggregate one NewCo Ordinary Share for each AGA Ordinary Share (including AGA Ordinary Shares represented by AGA ADSs);

o

NewCo becoming the listed parent company of the Group and each of AGA and AGAH becoming a direct, wholly-owned Subsidiary of NewCo;

o

the AGA Ordinary Shares being delisted from the JSE and the A2X in South Africa;

o

the AGA Ordinary Shares being delisted from the GhSE in Ghana;

o

the AGA GhDSs being delisted from the GhSE and replaced with the listing of NewCo GhDSs in Ghana;

o

the AGA ADSs being delisted from the NYSE and the AGA ADS Program being terminated; and

o

the NewCo Ordinary Shares having a primary listing on the NYSE, secondary inward listings on the JSE and the A2X in South Africa and a secondary listing on the GhSE in Ghana.

●	the Notice of Shareholders’ Meeting in terms of which the Shareholders’ Meeting is convened;

●	a Form of Proxy (yellow) in respect of the Shareholders’ Meeting, for use by Certificated AGA Shareholders and Dematerialised AGA Shareholders with “own name” registration only;

●	a Form of Surrender and Transfer (blue), for use by Certificated AGA Shareholders only;

●	the Independent Expert Report prepared by the Independent Expert in terms of Sections 114(2) and 114(3) of the Companies Act and Regulations 90 and 110(1);

●	certain financial information in respect of AGA and NewCo; and

●	extracts of Section 115 of the Companies Act dealing with the approval requirements for the AGAH Sale and the Scheme and Section 164 of the Companies Act dealing with Dissenting AGA Shareholders’ Appraisal Rights.

Legal Adviser as to South African law	Legal Adviser as to U.S. law	Legal Adviser as to English law

Financial Adviser	Financial Adviser	Financial Adviser

Independent Expert	Independent Reporting Accountant		JSE Sponsor

Transaction Sponsor	Tax Adviser as to South African tax	Legal Adviser as to Ghanaian law

CORPORATE INFORMATION AND ADVISERS

AngloGold Ashanti Limited Registration No. 1944/017354/06		AngloGold Ashanti plc Company No. 14654651
Date and place of Incorporation		Date and place of Incorporation
29 May 1944, South Africa		10 February 2023, United Kingdom
Directors		Directors
Executive		Executive
Alberto Calderon		Alberto Calderon
Gillian Doran		Robert Hayes
Non-executive		Non-Executive
Maria Ramos (Chairperson)*		None
Kojo Busia*
Alan Ferguson*		Company Secretary
Albert Garner		Oakwood Corporate Secretary Limited
Rhidwaan Gasant*		Registration No. 07038430
Scott Lawson		3rd Floor
Maria Richter*		1 Ashley Road
Jochen Tilk*		Altrincham, Cheshire WA14 2DT
Jinhee Magie		United Kingdom
Diana Sands		Telephone: +44 (0)161 942 4700
* members of the Independent Board		Registered Office
		4th Floor, Communications House
Company Secretary		South Street
LM Goliath		Staines-upon-Thames, Surrey TW18 4PR
(B.Com; MBA)		United Kingdom
		Telephone: +44 (0) 203 968 3323
Registered Office		NewCo Transfer Agent
112 Oxford Road, Houghton Estate,		Computershare Trust Company, N.A.
Johannesburg, 2198		150 Royall Street
(Private Bag X 20, Rosebank, 2196)		Canton, Massachusetts 02021
South Africa		United States of America
Telephone: +27 11 637 6000
Fax: +27 11 637 6624
Transfer Secretaries
Computershare Investor Services Proprietary Limited
Registration No. 2004/003647/07
Rosebank Towers, 15 Biermann Avenue,
Rosebank, 2196
(Private Bag X9000, Saxonwold, 2132)
South Africa
Telephone: 0861 100 950 (in SA)
E-mail: queries@computershare.co.za
Website: www.computershare.com
JSE Sponsor
The Standard Bank of South Africa Limited
Registration No. 1962/000738/06
33 Baker, Rosebank, Johannesburg, 2196
South Africa
(PO Box 61344, Marshalltown, 2107)
Telephone: +27 11 721 0000
Transaction Sponsor
J.P. Morgan Equities South Africa Proprietary Limited
Registration No. 1995/011815/07
1 Fricker Road, Illovo, Johannesburg, 2196
South Africa
(Private Bag X9936, Sandton, 2196, South Africa)

Legal Adviser as to South African law		Legal Adviser as to U.S. law
Edward Nathan Sonnenbergs Incorporated		Cravath, Swaine & Moore LLP
Registration No. 2006/018200/21		DOS ID No. 2886667
The MARC, Tower 1, 129 Rivonia Road, Sandton,		CityPoint, One Ropemaker Street, London, EC2Y 9HR
Johannesburg		United Kingdom
South Africa
(PO Box 783347, Sandton, 2146)
		Independent Reporting Accountants
Legal Adviser as to English law		Ernst & Young Incorporated
Slaughter and May		Registration No. 2005/002308/21
SRA No. 55388		EY, 102 Rivonia Road, Sandton, Johannesburg
One Bunhill Row, London, EC1Y 8YY		South Africa
United Kingdom		(Private Bag X14, Sandton, 2146)
Legal Adviser as to Ghanaian law		Financial Adviser
Bentsi-Enchill, Letsa & Ankomah 4 Momotse Avenue Adabraka, Accra Ghana		JPMorgan Chase Bank, N.A., Johannesburg Branch Registration No. 2001/016069/10 1 Fricker Road Illovo, Johannesburg, 2196, South Africa (Private Bag X9936, Sandton, 2146, South Africa)
Independent Expert		Tax Adviser as to South African tax
Barclays Bank PLC		Bowman Gilfillan Incorporated
1 Churchill Place, London E14 5HP		Registration No. 1998/021409/21
United Kingdom		11 Alice Lane, Sandton
		Johannesburg
Financial Adviser		South Africa
Centerview Partners UK LLP		(PO Box 785812, Sandton, 2146)
Company number OC345806
100 Pall Mall, London, SW1Y 5NQ
United Kingdom
Financial Adviser
Rothschild and Co South Africa Proprietary Limited
7th Floor, 144 Oxford, Rosebank
Johannesburg
South Africa
(PO Box 411332, Craighall, 2024)

IMPORTANT LEGAL NOTICES, DISCLAIMERS AND FORWARD-LOOKING STATEMENTS

SUMMARY OF REORGANISATION

1.	AGA, having disposed of its remaining South African operating assets in 2020, has undertaken a comprehensive review of its domicile and listing structure.

2.	The review concluded that the most appropriate corporate structure for the Group is a UK corporate domicile with a U.S. primary listing on the NYSE and secondary inward listings on the JSE and the A2X in South Africa and an additional listing on the GhSE in Ghana.

3.	This change in corporate structure, domicile and listing structure is aligned with the transformation of AGA’s asset base into a diversified global portfolio of producing assets and projects.

4.	The proposed Reorganisation is believed to have a number of benefits that will help facilitate implementation of the Company’s strategy and greater recognition of its full value, explained in more detail in paragraph 6 of this Circular, including:

4.1.

enhanced access to deeper pools of capital, including the opportunity to improve share trading liquidity;

4.2.

improved competitive position in line with the Group’s global peers;

4.3.

redomiciling to a leading, low-risk jurisdiction where the Group has a corporate presence;

4.4.

minimal disruption for existing AGA Shareholders and other stakeholders; and

4.5.

continuity of shareholding structure.

5.	A number of inter-conditional transaction steps, implemented in sequence will be taken to implement the Reorganisation, including:

5.1.

AGA will effect a distribution in specie to the AGA Shareholders as at the Reorganisation Consideration Record Date, pursuant to which AGA will direct NewCo, a new UK incorporated company, and AGA’s wholly-owned Subsidiary at that time, to issue 46,000 (forty six thousand) NewCo Ordinary Shares (the “Spin-Off Shares”) to such AGA Shareholders on a pro rata basis, with the aggregate subscription price of USD 46,000 (forty six thousand Dollars) paid by AGA (the “Spin-Off” as more fully detailed in paragraph 7.12.1.3 of this Circular), resulting in NewCo ceasing to be a Subsidiary of AGA;

5.2.

NewCo has made an irrevocable offer to AGA to purchase 100% (one hundred percent) of the shares in AGAH. It is the present, non-binding intention of AGA to accept the Irrevocable Offer to Purchase. The AGAH Sale, if completed, will result in NewCo holding all of the Group’s operations and assets located outside South Africa (the “AGAH Sale”, as more fully detailed in paragraph 7.12.1.4 of this Circular); and

5.3.

NewCo will then acquire all of the issued AGA Ordinary Shares from AGA Shareholders in consideration for a right and obligation to receive, ipso facto and without any action on the part of such AGA Shareholders, the respective pro rata portions of the Scheme Consideration Shares, pursuant to a scheme of arrangement in terms of Section 114(1) read with Section 115 of the Companies Act between AGA and the AGA Shareholders (the “Scheme”, as more fully detailed in paragraph 7.12.1.5 of this Circular).

6.	If successfully completed, the aforementioned Reorganisation will result in:

6.1.

NewCo owning all of AGA’s existing assets with:

6.1.1.

the same shareholders as AGA immediately prior to implementation of the Reorganisation (subject to any adjustments to reflect the exercise of any Appraisal Rights by AGA Shareholders);

6.1.2.

the business carried out by NewCo and its Subsidiaries immediately following the Reorganisation being the same as the business carried out by AGA and its Subsidiaries immediately prior to the implementation of the Reorganisation;

6.1.3.

a primary listing on the NYSE; and

6.1.4.

secondary inward listings on the JSE and A2X in South Africa and a secondary listing on the GhSE in Ghana;

6.2.

NewCo becoming the listed parent company of the Group and each of AGA and AGAH being a direct, wholly-owned Subsidiary of NewCo;

6.3.

the AGA Ordinary Shares being delisted from the JSE in terms of paragraph 1.17(b) of the JSE Listings Requirements, the AGA ADSs being delisted from the NYSE and the AGA Ordinary Shares being delisted from the GhSE;

6.4.

the AGA ADS Program being terminated;

6.5.

AGA GhDSs being delisted from the GhSE and the NewCo GhDSs being listed on the GhSE;

6.6.

NewCo being subject to English company law;

6.7.

no changes to the withholding tax rates for South African shareholders of NewCo and no South African withholding tax on dividends for other shareholders of NewCo; and

6.8.

South African shareholders being able to hold NewCo Ordinary Shares on the South African register of NewCo without using their foreign investment allowance and to trade their NewCo Ordinary Shares on the South African capital markets.

7.	The Group will incur non-recurring costs in connection with the implementation of the Reorganisation and the NewCo Notes Distribution, consisting primarily of taxes payable in South Africa.

8.	The costs of implementing the Reorganisation and the NewCo Notes Distribution will be tied to factors such as AGA’s market value and the prevailing ZAR/USD exchange rate at the time of implementation.

9.	The total costs of the Reorganisation and NewCo Notes Distribution are currently estimated to be in the order of c. 5% (five percent) of the market capitalisation of AGA on the Operative Date.

TABLE OF CONTENTS
CLAUSE NUMBER AND DESCRIPTION		PAGE
CORPORATE INFORMATION AND ADVISERS		3
IMPORTANT LEGAL NOTICES, DISCLAIMERS AND FORWARD-LOOKING STATEMENTS		5
SUMMARY OF REORGANISATION		9
ACTION REQUIRED BY AGA SHAREHOLDERS		13
INTERPRETATION AND DEFINITIONS		19
SALIENT DATES AND TIMES		26
COMBINED CIRCULAR TO AGA SHAREHOLDERS		28
1.	INTRODUCTION	28
2.	PURPOSE OF THIS CIRCULAR	29
3.	BACKGROUND REGARDING AGA	29
4.	BACKGROUND REGARDING NEWCO	29
5.	BACKGROUND REGARDING AGAH	30
6.	RATIONALE FOR THE REORGANISATION AND PROSPECTS	30
7.	TERMS AND CONDITIONS OF THE REORGANISATION	33
8.	ACCOUNTING MATTERS AND TREATMENT	46
9.	EXCHANGE CONTROL REGULATIONS	47
10.	TAX IMPLICATIONS FOR AGA SHAREHOLDERS	47
11.	APPLICABLE LAWS	47
12.	SHARE CAPITAL OF AGA	47
13.	MAJOR AGA SHAREHOLDERS	47
14.	FINANCIAL INFORMATION	48
15.	INFORMATION RELATING TO AGA DIRECTORS	48
16.	BENEFICIAL INTERESTS	49
17.	CONTINUATION OF THE BUSINESS OF AGA	51
18.	OPINIONS AND RECOMMENDATIONS	52
19.	MATERIAL AGREEMENTS RELATING TO THE REORGANISATION	52
20.	MATERIAL CHANGES AND LITIGATION	52
21.	DIRECTORS’ RESPONSIBILITY STATEMENT	52
22.	COSTS OF THE REORGANISATION AND EXPENSES	53
23.	CONSENTS	54
24.	DOCUMENTS AVAILABLE FOR INSPECTION	54

CLAUSE NUMBER AND DESCRIPTION	PAGE
Annexure A – Report of the Independent Expert	58
Annexure B – The Summary of Consolidated Financial Information of AGA	72
Annexure C – The Pro Forma Financial Information	73
Annexure D – The Independent Reporting Accountant’s Assurance Report on the Pro Forma Financial Information	79
Annexure E – Information on AGA Directors	81
Annexure F – Section 115 – Required Approval for the Transactions Contemplated in Part A of Chapter 5 of the Companies Act	86
Annexure G – Section 164 – Dissenting Shareholders’ Appraisal Rights	88
Annexure H – Tax Implications for AGA Shareholders	91
Annexure I – Extract of the Exchange Control Regulations	100
Annexure J – Notice of Shareholders’ Meeting	101
Annexure K – Form of Proxy	109
Annexure L – Form of Surrender and Transfer	111

ACTION REQUIRED BY AGA SHAREHOLDERS

1.	IF YOU ARE A DEMATERIALISED AGA SHAREHOLDER WITHOUT “OWN NAME” REGISTRATION

1.1.

To Participate in the Shareholders’ Meeting

1.1.1.

Your CSDP or Broker with whom you have concluded a custody agreement in respect of your AGA Ordinary Shares should contact you in the manner stipulated in such custody agreement to ascertain:

1.1.1.1.

if you wish to Participate in the Shareholders’ Meeting, in which case it must furnish you with a letter of representation which gives you the necessary authorisation to do so; or

1.1.1.2.

if you do not wish to Participate in the Shareholders’ Meeting, in which case, you must not complete the attached Form of Proxy (yellow), you must instead provide your CSDP or Broker with your voting instructions in the manner stipulated in such custody agreement or advised by your CSDP or Broker. The forementioned instructions must be provided to your CSDP or Broker by the cut-off time and date advised by the CSDP or Broker for instructions of this nature.

1.1.2.

If your CSDP or Broker has not contacted you, you should contact your CSDP or Broker and furnish it with your voting instructions.

1.1.3.

If your CSDP or Broker does not obtain voting instructions from you, it will be obliged to vote in accordance with the instructions contained in the custody agreement concluded between you and your CSDP or Broker.

1.1.4.

You must not complete the attached Form of Proxy (yellow).

1.1.5.

It is requested that the necessary letter of representation (and supporting identification documents) of Dematerialised AGA Shareholders without “own name” registration be delivered to the Transfer Secretaries, as follows:

1.1.5.1.

by email at proxy@computershare.co.za;

1.1.5.2.

by hand to Computershare Investor Services Proprietary Limited, 1st Floor, Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg 2196, South Africa; or

1.1.5.3.

by post to Computershare Investor Services Proprietary Limited, Private Bag X9000, Saxonwold, 2132,

1.2.

Surrender of Documents of Title

1.3.

Operation of the Reorganisation

2.	IF YOU ARE A DEMATERIALISED AGA SHAREHOLDER WITH “OWN NAME” REGISTRATION

2.1.

To Participate in the Shareholders’ Meeting

2.1.1.

You may Participate in the Shareholders’ Meeting (or if you are a company or other body corporate be represented by a duly authorised person) by electronic communication as outlined in paragraph 4.

2.1.2.

Alternatively, if you do not wish to or are unable to Participate in the Shareholders’ Meeting and wish to be represented thereat, you may appoint one or more proxies, who need not also be AGA Shareholders to Participate in your place by completing the Form of Proxy (yellow), in accordance with the instructions therein, and returning it together with proof of identification (i.e. valid South African identity document, driver’s license or passport) and authority to do so (where acting in a representative capacity), to the Transfer Secretaries, as follows:

2.1.2.1.

by email at proxy@computershare.co.za;

2.1.2.2.

by hand to Computershare Investor Services Proprietary Limited, 1st Floor, Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg 2196, South Africa; or

2.1.2.3.

by post to Computershare Investor Services Proprietary Limited, Private Bag X9000, Saxonwold, 2132,

2.2.

The Form of Proxy (yellow) may, however, be handed to the chairman of the Shareholders’ Meeting, at any time before the commencement of the voting on the applicable matter at the Shareholders’ Meeting.

2.3.

Surrender of Documents of Title

2.4.

Operation of the Reorganisation

3.	IF YOU ARE A CERTIFICATED SHAREHOLDER

3.1.

To Participate in the Shareholders’ Meeting

3.1.1.

You may Participate in the Shareholders’ Meeting (or if you are a company or other body corporate be represented by a duly authorised person) by electronic communication as outlined in paragraph 4.

3.1.2.

Alternatively, if you do not wish to or are unable to Participate in the Shareholders’ Meeting and wish to be represented thereat, may appoint one or more proxies, who need not also be AGA Shareholders to Participate in your place by completing the Form of Proxy (yellow), in accordance with the instructions therein, and returning it together with proof of identification (i.e. valid South African identity document, driver’s license or passport) and authority to do so (where acting in a representative capacity), to the Transfer Secretaries, as follows:

3.1.2.1.

by email at proxy@computershare.co.za;

3.1.2.2.

by hand to Computershare Investor Services Proprietary Limited, 1st Floor, Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg 2196, South Africa; or

3.1.2.3.

by post to Computershare Investor Services Proprietary Limited, Private Bag X9000, Saxonwold, 2132,

3.1.3.

The Form of Proxy (yellow) may, however, be handed to the chairman of the Shareholders’ Meeting, at any time before the commencement of the voting at the Shareholders’ Meeting.

3.2.

Surrender of Documents of Title and Operation of the Reorganisation

3.2.1.

Should the Reorganisation become unconditional and be implemented:

3.2.1.1.

you will be required to surrender your Documents of Title in respect of all your AGA Ordinary Shares in order to receive the Reorganisation Consideration which will be in Dematerialised form; and

3.2.1.2.

you shall only be entitled to receive the Reorganisation Consideration owed to you once you have surrendered your Documents of Title in respect thereof. This is achieved by completing the attached Form of Surrender and Transfer (blue) in accordance with its instructions and returning it, together with the relevant Documents of Title, to the Transfer Secretaries to be received by no later than 12:00 p.m. (South Africa Standard Time) on the Reorganisation Consideration Record Date. Should you wish to expedite receipt of your Reorganisation Consideration, you are entitled to surrender your Documents of Title in anticipation of the Reorganisation being implemented, by completing the Form of Surrender and Transfer (blue) in accordance with the provisions contained in this paragraph 3.2.1.2 of this Circular. Documents of Title surrendered by you prior to the Operative Date, will be held in trust by the Transfer Secretaries, at your risk, pending the Reorganisation becoming unconditional. Should you surrender your Documents of Title in anticipation of the Reorganisation being implemented and the Reorganisation then is not implemented, the Transfer Secretaries shall, within 5 (five) Business Days of either the date upon which it becomes known that the Reorganisation will not be implemented or on receipt by the Transfer Secretaries of the required Documents of Title, whichever is the later, return the Documents of Title to you by registered post at your own risk.

3.2.2.

Once you have surrendered your Documents of Title, you will not be able to trade your AGA Ordinary Shares from the date that you surrender your Documents of Title in respect of those AGA Ordinary Shares until the Operative Date or, if the Reorganisation is not implemented, between the date of surrender and the date on which your Documents of Title are returned to you as set out in paragraph 3.2.1.2 of this Circular.

3.2.3.

If:

3.2.3.1.

you fail to surrender your Documents of Title by not completing and returning the Form of Surrender and Transfer (blue) in accordance with the instructions contained therein; or

3.2.3.2.

you fail to provide any account details, or provide incorrect account details, of your CSDP or Broker, into which your Scheme Reorganisation Consideration will be transferred in Dematerialised form,

3.2.4.

You should note that if the Reorganisation becomes unconditional and is implemented, you will have to surrender your Documents of Title in respect of your AGA Ordinary Shares in exchange for your Reorganisation Consideration, irrespective of whether you voted in favour of Special Resolution Number 1 and/or Special Resolution Number 2.

3.2.5.

If the Reorganisation is not implemented, you will retain your AGA Ordinary Shares and will not be entitled to receive any NewCo Ordinary Shares.

3.2.6.

If you wish to Dematerialise your AGA Ordinary Shares, please contact your CSDP or Broker. Although all NewCo Ordinary Shares will initially be issued in Dematerialised form, you do not need to Dematerialise your AGA Ordinary Shares to participate in the Reorganisation or to receive any NewCo Ordinary Shares in terms of the Reorganisation.

3.2.7.

No Dematerialisation or re-materialisation of AGA Ordinary Shares may take place:

3.2.7.1.

from the Business Day following the Reorganisation Last Day to Trade up to and including the Shareholders’ Meeting Voting Record Date in respect of the Shareholders’ Meeting; and

3.2.7.2.

if the Scheme becomes operative, on or after the Business Day following the Reorganisation Last Day to Trade.

3.2.8.

If your share certificates relating to the Reorganisation Consideration to be surrendered have been lost or destroyed and you are a Certificated AGA Shareholder, you should nevertheless return the Form of Surrender and Transfer (blue), duly signed and completed, to the Transfer Secretaries together with a duly completed indemnity form, which is obtainable from the Transfer Secretaries, as well as satisfactory evidence that the Documents of Title have been lost or destroyed.

3.2.9.

Under Strate directives, Dematerialised AGA Shareholders are required to elect to receive direct communication in the future, which includes but is not limited to the receipt of shareholder communication documentation. Such election will facilitate the direct communication by NewCo to such holders. AGA Shareholders who are currently Certificated AGA Shareholders and will be Dematerialised NewCo Shareholders are encouraged to make such election.

4.	ELECTRONIC PARTICIPATION AT THE SHAREHOLDERS’ MEETING

4.1.

AGA has appointed The Meeting Specialist Proprietary Limited (“TMS”) for purposes of hosting the Shareholders’ Meeting entirely by way of electronic communication and, in particular, for TMS to provide AGA and the AGA Shareholders with access to its electronic communication platform (the “Platform”) for purpose of enabling all of the AGA Shareholders, who are present at the Shareholders’ Meeting, to communicate concurrently with each other, without an intermediary, and to participate reasonably effectively in the Shareholders’ Meeting and exercise their voting rights at the Shareholders’ Meeting.

4.2.

Please also note that in order to attend and participate in the Shareholders’ Meeting, AGA Shareholders are required to be granted access to the Platform by TMS and any AGA Shareholder who wishes to attend the Shareholders’ Meeting is encouraged to contact TMS on proxy@tmsmeetings.co.za or +27 084 433 4836 / 081 711 4255 / 061 440 0654 as soon as possible, but not later than 2:00 p.m. (South Africa Standard Time) on Friday, 4 August 2023 to enable TMS to verify its/his/her identity and thereafter to grant that AGA Shareholder access to the Platform. Notwithstanding the foregoing, any AGA Shareholder who wishes to attend the Shareholders’ Meeting is entitled to contact TMS at any time prior to the conclusion of the Shareholders’ Meeting, in order to be verified and provided with access to the Platform by TMS. In order to avoid any delays in being provided with access to the Platform by TMS, AGA Shareholders are encouraged to contact TMS at their earliest convenience.

4.3.

Further details as to how you can Participate using electronic communication are set out in the Notice of Shareholders’ Meeting.

5.	IF YOU ARE A HOLDER OF AGA ADSs

5.1.

To Participate in the Shareholders’ Meeting

5.1.1.

As a holder of AGA ADSs on the ADS Voting Record Date, you are entitled to instruct the ADS Depositary on how to vote the AGA Ordinary Shares that your AGA ADSs represent.

5.1.2.

If you are a registered holder of AGA ADSs, you should receive a voting instruction card from the ADS Depositary, which you should mark, sign and return to the ADS Depositary, to be received prior to 12:00 p.m. (Eastern Standard Time) on Tuesday, 8 August 2023 (the “ADS Instruction Date”). If you hold AGA ADSs in a securities account through a broker or other securities intermediary, you should receive voting materials from your intermediary, which you should use to give voting instructions to your intermediary, to be received prior to the cut-off date and time specified in those materials (which will be earlier than the ADS Instruction Date above).

5.1.3.

If you do not timely provide the ADS Depositary or relevant broker or securities intermediary with voting instructions, the AGA Ordinary Shares underlying your AGA ADSs will not be counted to establish a quorum to open the Shareholders’ Meeting, voted in respect of the proposed resolutions, or taken into account in calculating whether the requisite majority required to approve Special Resolution Number 1 and Special Resolution Number 2 has been achieved.

5.1.4.

If you wish to attend, speak and vote at the Shareholders’ Meeting, you must:

5.1.4.1.

surrender your AGA ADSs to the ADS Depositary for cancellation;

5.1.4.2.

withdraw the AGA Ordinary Shares represented by your AGA ADSs from the custodian bank holding such AGA Ordinary Shares; and

5.1.4.3.

be recorded in the AGA Register as an AGA Shareholder on the Shareholders’ Meeting Voting Record Date. You should note that the ADS Depositary may charge a fee for the surrender of your AGA ADSs and the delivery of the AGA Ordinary Shares represented by your AGA ADSs. The amount of any such charge should be confirmed directly with the ADS Depositary.

5.1.5.

For more information on how to provide instructions in connection with the Shareholders’ Meeting, holders of AGA ADSs should refer to the notice and instructions provided by the ADS Depositary.

6.	FOREIGN SHAREHOLDERS

7.	APPROVAL OF THE AGAH SALE AND THE SCHEME

7.1.

The AGAH Sale must be approved by AGA Shareholders by voting in favour of Special Resolution Number 1, being a special resolution to be adopted in accordance with Section 112(2) read with Section 115(2)(a) of the Companies Act, at the Shareholders’ Meeting and at which Shareholders’ Meeting sufficient AGA Shareholders are present (not being less than 3 (three) AGA Shareholders) to exercise, in aggregate, at least 25% (twenty five percent) of all the voting rights that are entitled to be exercised on Special Resolution Number 1. In order to be approved, Special Resolution Number 1 will require votes in favour representing at least 75% (seventy five percent) of the voting rights exercised at the Shareholders’ Meeting.

7.2.

The Scheme must be approved by AGA Shareholders by voting in favour of Special Resolution Number 2, being a special resolution to be adopted in accordance with Section 114 read with Section 115(2)(a) of the Companies Act, at the Shareholders’ Meeting and at which Shareholders’ Meeting sufficient AGA Shareholders are present (not being less than 3 (three) AGA Shareholders) to exercise, in aggregate, at least 25% (twenty five percent) of all the voting rights that are entitled to be exercised on Special Resolution Number 2. In order to be approved, Special Resolution Number 2 will require votes in favour representing at least 75% (seventy five percent) of the voting rights exercised at the Shareholders’ Meeting.

7.3.

AGA Shareholders are advised that, in accordance with Section 115(3) of the Companies Act, AGA may, in certain circumstances, not implement Special Resolution Number 1 and Special Resolution Number 2, despite the fact that they will have been adopted at the Shareholders’ Meeting, without the approval of a court or other competent authority. Please also see 7.14 (Court Approval) below. A copy of Section 115 of the Companies Act pertaining to the required approval for the AGAH Sale and the Scheme is set out in Annexure F attached to this Circular.

7.4.

No approval of the Spin-Off is being sought from AGA Shareholders or AGA ADS Holders.

8.	DISSENTING AGA SHAREHOLDERS’ APPRAISAL RIGHTS

8.1.

If an AGA Shareholders wishes to exercise his/her/its Appraisal Rights, that AGA Shareholder must give AGA written notice in terms of Section 164 of the Companies Act objecting to Special Resolution Number 1 and/or Special Resolution Number 2, at any time before Special Resolution Number 1 and Special Resolution Number 2 are to be voted on at the Shareholders’ Meeting.

8.2.

Within 10 (ten) Business Days after AGA has adopted Special Resolution Number 1 and Special Resolution Number 2, AGA must send a notice stating that Special Resolution Number 1 and/or Special Resolution Number 2 has been adopted, to each AGA Shareholder who gave AGA written notice of objection and has not withdrawn that notice and has voted against Special Resolution Number 1 and/or Special Resolution Number 2, as applicable.

8.3.

An AGA Shareholder who has given AGA written notice in terms of Section 164 of the Companies Act objecting to Special Resolution Number 1 and/or Special Resolution Number 2, and who has not withdrawn that notice and has voted against Special Resolution Number 1 and/or Special Resolution Number 2, as the case may be, and has complied with all of the procedural requirements set out in Section 164 of the Companies Act may, if Special Resolution Number 1 and Special Resolution Number 2 have been adopted, demand in writing within:

8.3.1.

20 (twenty) Business Days after receipt of the notice from AGA referred to above; or

8.3.2.

20 (twenty) Business Days after learning that Special Resolution Number 1 and Special Resolution Number 2 have been adopted, if the AGA Shareholder does not receive the notice from AGA referred to above,

8.4.

A copy of Section 164 of the Companies Act referred to in this paragraph 8 is attached as Annexure G to this Circular.

8.5.

AGA ADS Holders do not have dissenting shareholders’ Appraisal Rights, except if they surrender their AGA ADSs to the ADS Depositary, pay the ADS Depositary’s fee for surrender of the AGA ADSs and become a registered holder of AGA Ordinary Shares prior to the Shareholders’ Meeting Voting Record Date.

9.

OTHER

INTERPRETATION AND DEFINITIONS

1.	the following terms shall have the meanings assigned to them hereunder and cognate expressions shall have corresponding meanings, namely:

1.1.

“ADS Depositary” means The Bank of New York Mellon which acts as the depositary in respect of the AGA ADS Program;

1.2.

“AGA” or “Company” means AngloGold Ashanti Limited (Registration No. 1944/017354/06), a public company duly incorporated in accordance with the company laws of South Africa;

1.3.

“AGA ADS Holder” means a registered holder of AGA ADSs;

1.4.

“AGA ADS Program” means the American Depositary Share Program of AGA governed by the AGA Deposit Agreement;

1.5.

“AGA ADSs” means American depositary shares representing AGA Ordinary Shares deposited or subject to deposit with the ADS Depositary under the AGA Deposit Agreement at a ratio of 1 (one) AGA Ordinary Share to 1 (one) such American depositary share, which are listed and traded on the NYSE;

1.6.

“AGA Board” means the directors of the Company, comprising, as at the Last Practicable Date, those persons whose names appear in section headed “Corporate Information and Advisers”;

1.7.

“AGA Ghana Shareholder” means the holders of the AGA Ordinary Shares on the Ghana branch of the AGA Register;

1.8.

“AGA GhDSs” means Ghanaian depositary shares representing AGA Ordinary Shares at a ratio of 1 (one) AGA Ordinary Share to 100 (one hundred) such Ghanaian depositary shares, which are listed and traded on the GhSE;

1.9.

“AGA GhDS Holder” means a holder of AGA GhDS;

1.10.

“AGA Deposit Agreement” means the amended and restated deposit agreement (dated as of 3 June 2008) entered into between AGA, the ADS Depositary and all owners and beneficial owners from time to time of AGA ADSs issued thereunder;

1.11.

“AGA Ordinary Shares” means the ordinary shares, with a par value of R0.25 (twenty five cents) each, in the issued share capital of AGA, which are listed for trading with ISIN No. ZAE 000043485 on, inter alia, the Main Board of the JSE;

1.12.

“AGA Register” means collectively AGA’s: (a) “securities register” as defined in section 1 of the Companies Act; and (b) “uncertificated securities register” as defined in section 1 of the Companies Act (which the Companies Act stipulates forms part of the “securities register”);

1.13.

“AGA Shareholders” means the holders of AGA Ordinary Shares, who are recorded as such in the AGA Register;

1.14.

“AGAH” means AngloGold Ashanti Holdings plc (Registration No. 001177V), a company duly incorporated in accordance with the company laws of the Isle of Man, which as of the Last Practicable Date is a wholly-owned subsidiary of AGA;

1.15.

“AGAH Sale” means the irrevocable offer by NewCo to AGA to purchase 100% (one hundred percent) of the shares in AGAH, and the present, non-binding intention of AGA to accept the Irrevocable Offer to Purchase, which if completed will constitute a disposal of all or the greater part of the assets or undertaking of AGA subject to approval under Chapter 5 of the Companies Act in terms of Section 112 and section 115(2)(b) of the Companies Act;

1.16.

“AGAH Sale Shares” means 100% (one hundred percent) of the issued share capital of AGAH;

1.17.

“Annexures” means the annexures to this Circular;

1.18.

“Appraisal Rights” means the dissenting shareholders’ appraisal rights remedy afforded to shareholders in terms of section 164 of the Companies Act;

1.19.

“Associate/s” means an associate in relation to either an individual or to a company;

1.20.

“ASX” means the Australian Securities Exchange;

1.21.

“ASX Delisting” means the termination of the listing of AGA from the ASX;

1.22.

“AUD” or “Australian Dollars” means the Australian Dollar, being the lawful currency of Australia;

1.23.

“A2X” means A2X Solutions Proprietary Limited (Registration No. 2021/439627/07), a private company duly incorporated in accordance with the company laws of South Africa, or where the context requires, the South African securities exchange known as the A2X Markets which is operated by A2X Solutions Proprietary Limited and which is licensed to operate as a securities exchange under the Financial Markets Act;

1.24.

“A2X Listing” means the proposed secondary inward listing of NewCo Ordinary Shares on the A2X;

1.25.

“Barclays” means Barclays Bank PLC, acting through its Investment Bank;

1.26.

“Beneficial Interest” means an interest in one fifth of an AGA Ordinary Share retained by a Former CDI Holder;

1.27.

“Broker” means any person registered as a “broker member equities” in terms of the rules of the JSE in accordance with the provisions of the Financial Markets Act;

1.28.

“Business Day” means any day other than a Saturday, Sunday or proclaimed public holiday in South Africa from time to time;

1.29.

“CDI” means CHESS depositary interest;

1.30.

“Certificated AGA Ordinary Shares” means issued AGA Ordinary Shares that have not been Dematerialised and to which title is evidenced by a physical document of title, including share certificates and certified transfer deeds;

1.31.

“Certificated AGA Shareholders” means holders of Certificated AGA Ordinary Shares;

1.32.

“Circular” means this bound document, dated 7 July 2023, including the Annexures hereto incorporating the Notice of Shareholders’ Meeting, Forms of Proxy (yellow), Form of Surrender and Transfer (blue);

1.33.

“Common Monetary Area” means South Africa, the Republic of Namibia and the Kingdoms of Lesotho and Eswatini;

1.34.

“Companies Act” means the South African Companies Act, No. 71 of 2008;

1.35.

“Companies Regulations” means the Companies Regulations, 2011, promulgated under the Companies Act;

1.36.

“Computershare” means Computershare Investor Services Proprietary Limited (Registration No. 2004/003647/07), a limited liability private company incorporated and registered under the laws of South Africa;

1.37.

“Computershare Nominees” means Computershare Nominees Proprietary Limited (Registration No. 1999/008543/07), a limited liability private company incorporated and registered under the laws of South Africa, being the nominee of Computershare’s CSDP;

1.38.

“Cravath, Swaine & Moore” means Cravath, Swaine & Moore LLP, DOS ID No. 2886667;

1.39.

“Credit Support Agreement” means an agreement titled “Credit Support Agreement” concluded or to be concluded between AGAH and AGA, in terms of which, inter alia, AGAH undertakes to provide and/or provides credit support to AGA by way of a loan facility to enable AGA to meet the requirements of the solvency and liquidity test (as set out in section 4 of the Companies Act);

1.40.

“CS Depositary” means Computershare Trust Company, N.A., a national association organised under the laws of the United States;

1.41.

“CS Depositary Nominee” means GTU Ops Inc., a Delaware corporation, operating as nominee to hold NewCo Ordinary Shares for the CS Depositary;

1.42.

“CSDP” means a central securities depository participant authorised by a licenced central securities depository to perform custody and administration services or settlement services or both, in terms of the central securities depository rules published in terms of the Financial Markets Act;

1.43.

“Dematerialised” means the process by which securities held in certificated form are converted to or held in electronic form as uncertificated securities and recorded in the sub-register of dematerialised shareholders, maintained by a CSDP and forming part of the AGA Register;

1.44.

“Dematerialised AGA Shareholders” means the AGA Shareholders who hold Dematerialised AGA Ordinary Shares;

1.45.

“Disclosure Package” means this Circular and the Pre-listing Statement, which shall be posted together;

1.46.

“Dissenting AGA Shareholder” means any AGA Shareholder who has exercised and/or is exercising their Appraisal Rights;

1.47.

“Documents of Title” means original versions of share certificates, transfer deeds, balance receipts or any other physical documents constituting or representing valid legal title to the AGA Ordinary Shares;

1.48.

“DTC” means The Depository Trust Company, a limited purpose trust company established under the New York Banking Law;

1.49.

“ENSafrica” means Edward Nathan Sonnenbergs Inc. (Registration No. 2006/018200/21), a personal liability company incorporated and registered under the laws of South Africa;

1.50.

“Exchange Control Regulations” means the Exchange Control Regulations of South Africa, promulgated in terms of section 9 of the South African Currency and Exchanges Act, No. 9 of 1933;

1.51.

“EY” means Ernst & Young Inc. (Registration No. 2005/002308/21), a personal liability company incorporated and registered under the laws of South Africa;

1.52.

“Financial Adviser” means AGA’s and/or NewCo’s (as the case may be) appointed financial advisers in respect of the Reorganisation, being Centerview Partners UK LLP (Company number OC345806), JPMorgan Chase Bank, N.A., Johannesburg Branch (Registration No. 2001/016069/10) and Rothschild and Co South Africa Proprietary Limited (Registration No. 1999/021764/07);

1.53.

“Form F-4” means the Registration Statement on Form F-4 (SEC File No. 333-272867) initially filed by NewCo with the SEC on 23 June 2023;

1.54.

“Former CDI Holder” means a holder of a CDI on the date of the ASX Delisting who as at the Shareholders’ Meeting Voting Record Date retains a Beneficial Interest in AGA Ordinary Shares;

1.55.

“Financial Markets Act” means the South African Financial Markets Act, No. 9 of 2012;

1.56.

“Firm Intention Announcement” means the firm intention announcement in respect of the Reorganisation, as released by AGA on SENS on Friday, 12 May 2023;

1.57.

“Foreign Shareholder” means an AGA Shareholder who is a non-resident of South Africa as contemplated in the Exchange Control Regulations;

1.58.

“Founder Share” means the 1 (one) NewCo Ordinary Share which AGA holds in NewCo as at the Last Practicable Date, which NewCo Ordinary Share was issued to AGA upon the incorporation of NewCo;

1.59.

“Fulfilment Date” means the date on which the last of the Reorganisation Conditions has been fulfilled or waived, as the case may be;

1.60.

“GBP” or “Pounds” means the British Pound Sterling, being the lawful currency of the United Kingdom;

1.61.

“Ghana” means the Republic of Ghana;

1.62.

“GhSE” means the Ghana Stock Exchange;

1.63.

“Group” means AGA and its Subsidiaries prior to the implementation of the Reorganisation and subsequent to the implementation of the Reorganisation, NewCo and its Subsidiaries, as the context requires;

1.64.

“HMRC” means His Majesty’s Revenue and Customs, being the tax authority of the United Kingdom;

1.65.

“IASB” means the International Accounting Standards Board;

1.66.

“IFRS” means the International Financial Reporting Standards, as issued by the IASB;

1.67.

“Implementation Agreement” means the agreement titled “Implementation Agreement” entered into on or about 12 May 2023 between AGA and NewCo, and as amended on 23 June 2023, in terms of which, inter alia, NewCo undertakes to co-operate with AGA to implement the Reorganisation;

1.68.

“Implementation Deadline” means the end of the third business day (or such other date as determined by the AGA Board) following the implementation of the Spin-Off;

1.69.

“Income Tax Act” or “ITA” means the South Africa Income Tax Act, No. 58 of 1962;

1.70.

“Independent Board” means those members of the AGA Board who AGA has indicated are to constitute the “independent board”, as contemplated in regulation 81(j) of the Companies Regulations, for the purposes of, inter alia, the Scheme (details of each of whom are included in Annexure E (Information on AGA Directors) attached to this Circular);

1.71.

“Independent Expert” means the independent expert appointed by the Board in terms of regulation 110 of the Takeover Regulations to provide the Independent Board with appropriate external advice in the form of the Independent Expert Report, being Barclays;

1.72.

“Independent Expert Report” means the report prepared by the Independent Expert in accordance with section 114 of the Companies Act and regulation 90 and 110 of the Takeover Regulations, and attached as Annexure A to this Circular;

1.73.

“Independent External Auditor” means each of AGA’s and NewCo’s appointed independent auditor, being PwC;

1.74.

“Independent Reporting Accountant” means each of AGA’s and NewCo’s appointed independent reporting accountant, being EY;

1.75.

“Irrevocable Offer to Purchase” means the document titled “Irrevocable Offer to Purchase”, signed by NewCo and delivered to AGA on or about 12 May 2023, in terms of which, inter alia, NewCo irrevocably offers, in favour of AGA, to purchase all (and not part only) of the AGAH Sale Shares in consideration for the issue by NewCo to AGA of the NewCo Notes;

1.76.

“Issuer Nominee Dematerialised NewCo Shareholder” means if the Reorganisation becomes unconditional and is implemented, AGA Shareholders who, prior to implementation of the Reorganisation and whilst they were Certificated AGA Shareholders, (a) failed to complete and return a Form of Surrender and Transfer (blue) in accordance with the instructions contained therein; or (b) in the Form of Surrender and Transfer (blue) failed to provide any account details, or provided incorrect account details, of a CSDP or Broker, into which the relevant NewCo Ordinary Shares were to be transferred and on whose behalf Computershare Nominees will hold the Reorganisation Consideration until such person appoints a CSDP or Broker and provides such details to Computershare Nominees with an instruction to transfer the Reorganisation Consideration;

1.77.

“JSE” means the JSE Limited (Registration No. 2005/022939/06), a public company duly incorporated in South Africa and which is licensed to operate as a securities exchange under the Financial Markets Act;

1.78.

“JSE Listing” means the proposed secondary inward listing of the NewCo Ordinary Shares on the JSE;

1.79.

“JSE Listings Requirements” means the listings requirements of the JSE, as published from time to time by the JSE;

1.80.

“JSE Sponsor” means The Standard Bank of South Africa Limited (Registration No. 1962/000738/06), a public company incorporated and registered under the laws of South Africa;

1.81.

“Last Practicable Date” means 15 June 2023, being the last practicable date before the issue of this Circular;

1.82.

“Legal Advisers” means each of AGA’s and NewCo’s appointed legal advisers, being ENSafrica, Cravath, Swaine & Moore or Slaughter and May, as the context may require;

1.83.

“Longstop Date” means 29 February 2024 or such later date that the AGA and NewCo may agree to in writing prior to such date, being the date by which all the Reorganisation Conditions must be fulfilled (or, where appropriate, waived);

1.84.

“Material Adverse Effect” means any change, event, effect, fact, circumstance, development or occurrence (whether known, unknown or reasonably foreseeable by AGA on the signature date of the Implementation Agreement, and including any change, event, effect, fact, circumstance, development or occurrence relating to taxation) that, individually or in the aggregate with other changes, events, effects, facts, circumstances, developments or occurrences, in the reasonable opinion of AGA (a) relates to the Reorganisation and decreases, or could reasonably be expected to decrease, the free cash flow of the Group by at least USD 150,000,000 (one hundred and fifty million Dollars), (b) prevents or impairs or delays (for a period of at least 60 (sixty) days), or could reasonably be expected to prevent or impair or delay (for a period of at least 60 (sixty) days), the implementation of the Reorganisation or the ability of either AGA or NewCo to perform its obligations under the Implementation Agreement, or (c) increases, or could reasonably be expected to increase, the costs to the Group of implementing the Reorganisation by at least USD 150,000,000 (one hundred and fifty million Dollars);

1.85.

“Mineral Resource and Mineral Reserve Report” means the report titled “Mineral Resource and Mineral Reserve Report” as at 31 December 2022, an annual report prepared by AGA in terms of paragraph 12.13 of the JSE Listings Requirements;

1.86.

“NewCo” means AngloGold Ashanti plc (Registration No. 14654651), a public company duly incorporated in accordance with the laws of England and Wales;

1.87.

“NewCo Board” means the board of directors of NewCo, comprising, as at the Last Practicable Date, those persons whose names appear in section headed “Corporate Information and Advisers”;

1.88.

“NewCo GhDSs” means Ghanaian depositary shares representing NewCo Ordinary Shares at a ratio of 1 (one) NewCo Ordinary Share to 100 (one hundred) such Ghanaian depositary shares, which are to be listed and traded on the GhSE;

1.89.

“NewCo Notes” means zero coupon unsecured loan notes, which have an aggregate face value equal to the fair market value of the AGAH Sale Shares (as determined pursuant to the Irrevocable Offer to Purchase), to be issued by NewCo to AGA;

1.90.

“NewCo Ordinary Shares” means ordinary shares with a nominal value of USD 1 (one Dollar) each in the share capital of NewCo;

1.91.

“NYSE” means the New York Stock Exchange;

1.92.

“NYSE Listing” means the proposed primary listing of the NewCo Ordinary Shares on the NYSE;

1.93.

“Operative Date” means the date, after the Fulfilment Date, on which the Scheme is to be implemented, being the later of: (a) 25 September 2023; (b) the day after the date, if any, on which the AGAH Sale has been implemented (which sale, it is recorded, shall occur after the Spin-Off Completion); or (c) such other date as may be agreed in writing between AGA and NewCo;

1.94.

“Own Name Registration” means the recordal by the CSDP, in the sub-register kept by the CSDP, of Dematerialised AGA Ordinary Shares in the name of the Dematerialised AGA Shareholder;

1.95.

“Participate” means to attend, speak and vote at the Shareholders’ Meeting in person or remotely by electronic communication;

1.96.

“Pre-listing Statement” means the South African pre-listing statement posted by NewCo dated 7 July 2023, including all annexures and attachments thereto, which was prepared by NewCo in accordance with the JSE Listings Requirements for the purpose of the JSE Listing;

1.97.

“PwC” means PricewaterhouseCoopers Inc. (Registration No. 1998/012055/21), a personal liability company incorporated and registered under the laws of South Africa;

1.98.

“Redeemable Preference Shares” means 50,000 (fifty thousand) non-voting redeemable preference shares with a nominal value of GBP 1 (one Pound) each issued in the share capital of NewCo;

1.99.

“Reorganisation” means the series of inter-conditional transaction steps (which will be implemented in the following sequence being the Spin-Off, the AGAH Sale and the Scheme), in order to procure that, following implementation of the foregoing, NewCo is established as the new holding company of the Group, with its primary listing on the NYSE and with secondary inward listings on the JSE and the A2X and a secondary listing on the GhSE;

1.100.

“Reorganisation Conditions” means the suspensive conditions to which the completion of the Reorganisation is subject, as set out in paragraph 7.2 of this Circular;

1.101.

“Reorganisation Consideration” means collectively the Scheme Consideration Shares and the Spin-Off Shares;

1.102.

“Reorganisation Consideration Record Date” means 5:00 p.m. (South Africa Standard Time) on the date upon which an AGA `Shareholder must be recorded in the AGA Register, in order to participate in the Spin-Off and the Scheme and to consequently receive the Spin-Off Shares and the Scheme Consideration Shares, being the “record date” set by the AGA Board for such purpose in terms of section 59(1) of the Companies Act and the JSE Listings Requirements;

1.103.

“SARB” means the South African Reserve Bank;

1.104.

“Scheme” means the scheme of arrangement in terms of section 114 read with section 115 of the Companies Act, to be proposed by AGA to the AGA Shareholders, in terms of which the Scheme Participants will exchange their Scheme Shares for the right and obligation to receive, ipso facto and without any action on the part of such Scheme Participants, the respective pro rata portions of the Scheme Consideration Shares;

1.105.

“Scheme Consideration Shares” means such number of new NewCo Ordinary Shares as equate to the total number of Scheme Shares less the total number of Spin-off Shares;

1.106.

“Scheme Participants” means the AGA Shareholders who are recorded as such in the AGA Register on the Reorganisation Consideration Record Date and are entitled to receive the Scheme Consideration Shares, being those AGA Shareholders who are registered as such in the AGA Register at the Reorganisation Consideration Record Date and who, by the Reorganisation Consideration Record Date, either:

1.106.1.

have not timeously delivered an Appraisal Rights demand to AGA in terms of section 164(5) to (8) of the Companies Act; or

1.106.2.

have timeously delivered an Appraisal Rights demand to AGA in terms of section 164(5) to (8) of the Companies Act but have had their rights reinstated in terms of section 164(10) of the Companies Act;

1.107.

“Scheme Shares” means all of the AGA Ordinary Shares held by the Scheme Participants at the Reorganisation Consideration Record Date;

1.108.

“SEC” means the Securities and Exchange Commission of the United States;

1.109.

“Securities Act” means the U.S. Securities Act of 1933;

1.110.

“SENS” means the Stock Exchange News Service of the JSE;

1.111.

“Shareholders’ Meeting” means the meeting of the AGA Shareholders that will be held entirely by way of electronic communication on Friday, 18 August 2023 at 2:00 p.m. (South Africa Standard Time) or such other postponed date and time or location as determined in accordance with the provisions of the AGA Memorandum of Incorporation, the Companies Act and the JSE Listings Requirements, at which AGA Shareholders will be requested to consider and, if deemed fit, to pass, with or without modification, the resolutions set out in the Notice of Meeting of Shareholders attached to this Circular;

1.112.

“Slaughter and May” means Slaughter and May, an English general partnership whose offices are at One Bunhill Row, London EC1Y 8YY;

1.113.

“South Africa” means the Republic of South Africa;

1.114.

“Spin-Off” means the distribution in specie to all the Scheme Participants, pursuant to which AGA will direct NewCo, its wholly owned subsidiary, to issue 46,000 (forty six thousand) NewCo Ordinary Shares to such Scheme Participants on a pro rata basis, with the Spin-Off Subscription Consideration paid by AGA;

1.115.

“Spin-Off Completion” shall have the meaning ascribed thereto in paragraph 7.12.1.3;

1.116.

“Spin-Off Shares” means 46,000 (forty six thousand) NewCo Ordinary Shares;

1.117.

“Spin-Off Subscription Date” means the date, after the Fulfilment Date, on which the Spin-Off Shares Subscription is to be implemented, being the later of: (a) 22 September 2023; or (b) such other date as may be agreed in writing between AGA and NewCo (which date may not be before the date referred in (a));

1.118.

“Spin-Off Shares Subscription” means the transaction in terms of which AGA will subscribe for the Spin-Off Shares in consideration for the payment by AGA of an amount equal to the Spin-Off Subscription Consideration;

1.119.

“Spin-Off Subscription Consideration” means USD 46,000 (forty six thousand Dollars) to be paid by AGA to NewCo in consideration for the Spin-Off Shares;

1.120.

“Sponsors” means each of the Transaction Sponsor and the JSE Sponsor, as the context may require;

1.121.

“Strate” means, as appropriate, the electronic clearing and settlement system for transactions that take place on the JSE and A2X which is managed by Strate Proprietary Limited (Registration Number: 1998/022242/07), a private company duly incorporated in accordance with the laws of South Africa;

1.122.

“Subsidiary” means a subsidiary of a company as contemplated by section 3 of the Companies Act including, for the avoidance of doubt, entities registered and incorporated outside of South Africa which would otherwise constitute a subsidiary if such entities were registered and incorporated in South Africa;

1.123.

“Takeover Regulations” means the Takeover Regulations set forth in chapter 5 (Fundamental Transactions and Takeover Regulations) of the Companies Regulations;

1.124.

“Tax Adviser” means Bowmans Inc. (Registration No. 1998/021409/21), a personal liability company incorporated and registered under the laws of South Africa;

1.125.

“Transaction Advisers” means collectively the Financial Advisers, Transaction Sponsor, JSE Sponsor, Independent Reporting Accountant, Tax Adviser and Legal Advisers;

1.126.

“Transaction Sponsor” means J.P. Morgan Equities South Africa Proprietary Limited (Registration No. 1995/011815/07), a private company incorporated and registered under the laws of South Africa, in its capacity as transaction sponsor;

1.127.

“Transfer Secretaries” means Computershare Investor Services Proprietary Limited (Registration No. 2004/003647/07), a private company incorporated under the company laws of South Africa, in its capacity as transfer secretary of AGA;

1.128.

“TRP” or “Takeover Regulation Panel” means the Takeover Regulation Panel, established by section 196 of the Companies Act;

1.129.

“United Kingdom” or “UK” or “U.K.” means the United Kingdom of Great Britain and Northern Ireland, as constituted from time to time;

1.130.

“United States” or “US” or “U.S.” means the United States of America;

1.131.

“USD” or “Dollar” or “US$” or “$” or “U.S. dollars” means the United States Dollar, being the lawful currency of the United States;

1.132.

“U.S. Exchange Agent” means Computershare Trust Company, N.A., a national association organised under the laws of the United States;

1.133.

“Voting Last Day to Trade” means the last day to trade in AGA Ordinary Shares in order to be recorded in the AGA Register on the Voting Record Date, being Monday, 7 August 2023;

1.134.

“Voting Record Date” or “Shareholders’ Meeting Voting Record Date” means the date on which AGA Shareholders must be recorded in the AGA Register in order to be eligible to attend and vote at the Shareholders’ Meeting, being Friday, 11 August 2023; and

1.135.

“ZAR” or “Rand” or “R” means the South African Rand, being the lawful currency of South Africa.

1.	any word or expression defined in the JSE Listings Requirements, the Companies Act and/or the Takeover Regulations and not expressly defined in this Circular shall have the meaning given in the JSE Listings Requirements, the Companies Act and/or the Takeover Regulations (as applicable);

2.	headings are to be ignored in construing this Circular;

3.	words importing:

3.1

any one gender include the other of masculine, feminine and neuter;

3.2

the singular include the plural and vice versa; and

3.3

natural persons include created entities (corporate or unincorporate) and the state and vice versa;

4.	if figures are referred to in numerals and in words in this Circular and if there is any conflict between the two, the words shall prevail;

5.	expressions defined in the main body of this Circular shall bear the same meanings in schedules and/or annexures to this Circular which do not themselves contain their own conflicting definitions.

6.	references to a paragraph or Annexure are to a paragraph of, or Annexure to, this Circular;

7.	any reference to a time of day is a reference to South Africa Standard Time (SAST), unless a contrary indication appears;

8.	a reference to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified, replaced or re-enacted;

9.	a reference to any other document referred to in this Circular is a reference to that other document as amended, revised, varied, novated or supplemented at any time;

10.	where any number of days is prescribed, those days shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a day which is not a Business Day, in which event the last day shall be the next succeeding Business Day;

11.

the use of the word including, include/s, in particular or any similar such word followed by a specific example/s shall not be construed as limiting the meaning of the general wording preceding it and the eiusdem generis rule shall not be applied in the interpretation of such general wording or such specific example/s; and

12.	references to law or regulation or any similar such word shall be deemed to include the rules of any stock exchange by which AGA and NewCo are bound, and specifically includes the JSE Listings Requirements.

SALIENT DATES AND TIMES

Key action	Day	2023
Date on which AGA Shareholders must be recorded in the AGA Register to receive this Circular	Friday	30 June
Posting of Circular to AGA Shareholders and Notice of the Shareholders’ Meeting released on SENS	Friday	7 July
ADS Voting Record Date	Tuesday	11 July
Last day to trade in AGA Ordinary Shares in order to be recorded in the AGA Register on the Voting Record Date (Voting Last Day to Trade)	Monday	7 August
Voting Record Date for AGA Shareholders to be recorded in the AGA Register in order to be eligible to vote at the Shareholders’ Meeting (Shareholders’ Meeting Voting Record Date)	Friday	11 August
Forms of Proxy for the Shareholders’ Meeting are requested to be lodged by 2:00 p.m. (South Africa Standard Time)	Wednesday	16 August
Last date and time for AGA Shareholders to give notice to AGA objecting to Special Resolution Number 1 and/or Special Resolution number 2 in terms of section 164 of the Companies Act, at any time before the voting on Special Resolution Number 1 and/or Special Resolution Number 2 takes place	Friday	18 August
Shareholders’ Meeting at 2:00 p.m. (South Africa Standard Time)	Friday	18 August
Results of Shareholders’ Meeting released on SENS	Monday	21 August
Results of Shareholders’ Meeting published in the South African press	Tuesday	22 August
If the Reorganisation is approved by AGA Shareholders at the Shareholders’ Meeting:
Last day for AGA Shareholders who voted against the Scheme and/or AGAH Sale to require AGA to seek court approval for the Scheme and/or AGAH Sale in terms of section 115(3)(a) of the Companies Act	Friday	25 August
Last day for AGA to send notice of adoption of Special Resolution Number 1 and/or Special Resolution number 2 to Dissenting AGA Shareholders, in accordance with section 164(4) of the Companies Act	Friday	1 September
Last day for an AGA Shareholder who voted against the Scheme and/or AGAH Sale to apply to court for leave to apply for a review of the Scheme and/or AGAH Sale in terms of section 115(3)(b) of the Companies Act	Friday	1 September
Last day for an AGA Shareholder who gave notice to AGA objecting to the Scheme and/ or AGAH Sale in terms of section 164 of the Companies Act, to make a demand against AGA as contemplated in section 164(7) of the Companies Act (assuming AGA provides the notice contemplated in section 164(4) of the Companies Act on the last possible day)	Friday	29 September

The following dates assume that no court approval or review of the Scheme and/or AGAH Sale is required and will be confirmed in the Finalisation Date announcement if the Scheme and/or AGAH Sale becomes unconditional:
Finalisation Date announcement released on SENS (Reorganisation unconditional in every respect) by 10:00 a.m. (South Africa Standard Time)	Tuesday	12 September
Finalisation Date announcement published in the South African press	Wednesday	13 September
Last Day to Trade in AGA Ordinary Shares in order to receive the NewCo Ordinary Shares to be issued pursuant to the Reorganisation (Reorganisation Last Day to Trade)	Tuesday	19 September
Trading of AGA Ordinary Shares on the JSE and A2X is suspended	Wednesday	20 September
Secondary inward listing of NewCo (NewCo Ordinary Shares) ISIN GB00BRXH2664 with alpha code: ANG and short name “ANGGOLD” on the JSE and A2X with effect from the commencement of business (9:00 a.m. South Africa Standard Time)	Wednesday	20 September
Record Date on which AGA Shareholders must be recorded in the AGA Register to receive the NewCo Ordinary Shares to be issued pursuant to the Reorganisation (Reorganisation Consideration Record Date)	Friday	22 September
Scheme Operative Date / Implementation date of the Reorganisation	Monday	25 September
NewCo Ordinary Shares issued and shareholder accounts with CSDPs / brokers credited with NewCo Ordinary Shares	Tuesday	26 September
Listing of AGA Ordinary Shares on the JSE terminated	Wednesday	27 September

1.

All dates and times in respect of the Reorganisation are subject to change by mutual agreement between AGA and NewCo and/or, to the extent required, obtaining the approval of the JSE, NYSE and the Takeover Regulation Panel. The dates have been determined based on assumptions regarding the dates by which certain regulatory approvals will be obtained and that no court approval or review of the Reorganisation will be required. Any change to the dates and times will be released on SENS and filed or furnished with the SEC.

2.

As the salient dates and times are subject to change, they may not be regarded as consent or dispensation for any time periods which may be required in terms of the Companies Act or the Companies Regulations, where applicable, and any such consents or dispensations must be specifically applied for and granted.

3.	If the Shareholders’ Meeting is adjourned or postponed, Forms of Proxy (yellow) submitted for the initial Shareholders’ Meeting will remain valid in respect of any adjournment or postponement of the Shareholders’ Meeting.

4.

AGA Shareholders should note that as transactions in AGA Ordinary Shares are settled in the electronic settlement system used by Strate, settlement of trades takes place 3 (three) Business Days after such trade. Therefore, persons who acquire AGA Ordinary Shares after the Voting Last Day to Trade (expected to be Monday, 7 August 2023) will not be eligible to vote at the Shareholders’ Meeting.

5.	If the Scheme and/or AGAH Sale is implemented, AGA Ordinary Shares may not be Dematerialised or rematerialised after the Reorganisation Last Day to Trade (expected to be Tuesday, 19 September 2023).

6.	All times given in this Circular are, unless the context indicates to the contrary, a reference to (South Africa Standard Time).

7.

For the timetable relating to AGA ADSs, AGA ADS Holders should refer to the Form F-4 and the notice and instructions provided by the ADS Depositary. Holders of AGA ADSs in a securities account through a broker or other securities intermediary should refer to the Form F-4 and the notice and instructions provided by their intermediary.

AngloGold Ashanti Limited (Incorporated in the Republic of South Africa) Registration number: 1944/017354/06 Ordinary share code: ANG ISIN: ZAE000043485 (“AGA” or the “Company”)		AngloGold Ashanti plc (Incorporated in England and Wales) Company number: 14654651 Ordinary share code: ANG ISIN: GB00BRXH2664 (“NewCo”)

COMBINED CIRCULAR TO AGA SHAREHOLDERS

1.	INTRODUCTION

1.1.

On 12 May 2023, AGA announced the Reorganisation, comprising the three sequential, separate and inter-conditional transaction steps consisting of:

1.1.1.

Spin-Off

1.1.2.

AGAH Sale

1.1.3.

Scheme

1.2.

Upon completion of the Reorganisation, NewCo will be the listed parent company of the Group and each of AGA and AGAH will be a direct, wholly-owned Subsidiary of NewCo.

1.3.

AGA and NewCo have entered into the Implementation Agreement, in relation to, amongst other things, the Spin-Off and the Scheme, and NewCo made, and delivered to AGA, the Irrevocable Offer to Purchase, in relation to the AGAH Sale on, 12 May 2023.

1.3.1.

The Implementation Agreement contains, amongst other things, the Reorganisation Conditions, provisions regarding the implementation of the Reorganisation, and certain representations and warranties given by each of AGA and NewCo.

1.3.2.

The Irrevocable Offer to Purchase sets out, amongst other things, the terms of NewCo’s irrevocable offer to AGA to purchase 100% (one hundred percent) of the shares in AGAH in consideration for the issue of the NewCo Notes.

1.4.

The implementation of the Reorganisation is subject to the fulfilment or waiver, as the case may be, of the Reorganisation Conditions (as described in paragraph 7.2 (Reorganisation Conditions)) including, amongst others, approval of the AGAH Sale and the Scheme by the AGA Shareholders in terms of Special Resolution Number 1 and Special Resolution Number 2 respectively. If all of the Reorganisation Conditions are not fulfilled or fulfilment is not waived (to the extent permitted by applicable law and the Implementation Agreement), as the case may be, by the Longstop Date, the Reorganisation will not be implemented and the AGA Shareholders, AGA ADS Holders and AGA GhDS Holders will retain their AGA Ordinary Shares, AGA ADSs and AGA GhDSs, respectively.

1.5.

As a result of the Reorganisation, each Scheme Participant will own one NewCo Ordinary Share for each AGA Ordinary Share held on the Reorganisation Consideration Record Date, and the existing AGA Shareholders will hold the same percentage of NewCo Ordinary Shares as they held of AGA Ordinary Shares on the Reorganisation Consideration Record Date (subject to any adjustments to reflect the exercise of Appraisal Rights as contemplated in paragraph 7.11 (Dissenting AGA Shareholders’ Appraisal Rights)). Based on the current number of issued AGA Ordinary Shares, NewCo will issue up to approximately 419,612,543 NewCo Ordinary Shares in the Reorganisation (subject to the aforesaid adjustments to reflect the exercise of Appraisal Rights). NewCo will have sufficient authority to allot and issue the Spin-Off Shares and the Scheme Consideration Shares to the Scheme Participants.

1.6.

The NewCo Ordinary Shares to be issued pursuant to the Reorganisation will have a primary listing on the NYSE and secondary inward listings on the JSE, and the A2X and a secondary listing on the GhSE. Additionally, NewCo expects the NewCo GhDSs to be listed on the GhSE. Following the implementation of the Reorganisation, the AGA Ordinary Shares will be delisted from the JSE in terms of paragraph 1.17(b) of the JSE Listings Requirements and AGA will procure the delisting of the AGA Ordinary Shares from the A2X and the delisting of the AGA Ordinary Shares and the AGA GhDSs from the GhSE. The AGA ADSs will also be delisted from the NYSE and the AGA ADS Program will be terminated upon completion of the Reorganisation. Additionally, AGA resolved to terminate its listing on the ASX regardless of whether the Reorganisation is implemented. AGA received approval to voluntarily delist from the ASX (which occurred on or about 27 June 2023).

1.7.

For a full understanding of the Reorganisation, this Circular should be read in its entirety.

2.	PURPOSE OF THIS CIRCULAR

2.1.

provide AGA Shareholders with information regarding the Reorganisation, including the background and rationale for the Reorganisation, and the manner in which they may have their vote recorded in relation to the Reorganisation;

2.2.

set out the salient terms and conditions of the Reorganisation by which all AGA Shareholders will be bound should the Reorganisation become effective;

2.3.

provide AGA Shareholders with the Independent Expert Report in respect of the Reorganisation, prepared in terms of Sections 114(2) and 114(3) of the Companies Act and Regulations 90 and 110(1);

2.4.

advise AGA Shareholders of the Independent Board’s recommendation in respect of the Reorganisation (regard being had to the Independent Expert Report) in order to enable AGA Shareholders to make an informed decision as to whether or not they should vote in favour of Special Resolution 1, Special Resolution 2 and any other special and ordinary resolutions to be proposed at the Shareholders’ Meeting;

2.5.

provide notice of the Shareholders’ Meeting to be convened for the AGA Shareholders to consider and, if deemed fit, approve the resolutions set out in the Notice of Shareholders’ Meeting; and

2.6.

inform Dissenting AGA Shareholders of their rights and the manner in which such rights may be exercised.

3.	BACKGROUND REGARDING AGA

3.1.

AGA is an independent, global gold mining company with a diverse portfolio of operations projects, and exploration activities across nine countries on four continents. AGA is headquartered in Johannesburg, South Africa. AGA has developed a high-quality, well-diversified asset portfolio, including production from seven countries (Argentina, Australia, Brazil, the Democratic Republic of Congo, Ghana, Guinea and Tanzania) supported by greenfield projects in the United States and Colombia along with a focused global exploration program. While gold is its principal product, AGA also produces silver (Argentina) and sulfuric acid (Brazil) as by-products.

3.2.

AGA (formerly AngloGold Limited) was incorporated in South Africa in 1944 under the name of Vaal Reefs Exploration and Mining Company Limited and AGA operates under the Companies Act and has been listed on the Main Board of the JSE since 1998. On 26 April 2004, AGA acquired the entire issued share capital of Ashanti Goldfields Company Limited and changed its name to AngloGold Ashanti Limited on the same day.

4.	BACKGROUND REGARDING NEWCO

4.1.

NewCo was incorporated as a private limited company under the laws of England and Wales on 10 February 2023, under the name “AngloGold Ashanti (UK) Limited, and was re-registered as a public limited company with the name “AngloGold Ashanti plc” on Thursday, 22 June 2023 for the purposes of carrying out the Reorganisation.

4.2.

NewCo, a wholly-owned Subsidiary of AGA, was formed in order to facilitate the implementation of the Reorganisation, and has no operations and no material assets or liabilities other than in connection with the Reorganisation. NewCo does not currently own any shares or securities in any entity.

4.3.

As of the Last Practicable Date, NewCo has not paid any remuneration to the current or proposed NewCo non- executive directors or the proposed NewCo management. Under English law, following the Reorganisation, NewCo will be required to compensate its directors in accordance with a shareholder approved remuneration policy, which will be presented to NewCo shareholders at the first annual general meeting following the Reorganisation. It is expected that NewCo’s proposed remuneration policy will mirror that of AGA, subject to any changes necessary to reflect English law, or that the NewCo Compensation and Human Resources Committee determines to be necessary to align the policy with applicable market practice and the new Group structure following the Reorganisation and that is in the best interests of NewCo and its shareholders (the “NewCo Remuneration Policy”).

4.4.

Prior to the approval of the NewCo Remuneration Policy, the remuneration paid to the members of the NewCo Board will not be subject to the requirements of any remuneration policy. However, the Group expects that such remuneration will be generally consistent with that provided for under AGA’s current remuneration policy.

5.	BACKGROUND REGARDING AGAH

5.1.

AGAH is a wholly owned subsidiary of AGA. The principal activity of AGAH is to act as a holding company for certain of AGA’s operations and assets located outside South Africa (other than certain of AGA’s operations and assets located in the United States).

5.2.

AGAH was incorporated on 10 January 1992, as a private limited company under the Isle of Man Companies Acts 1931 to 1986, under the name of S.M.I. Holdings Limited with company number 056961C. On 2 February 2004, S.M.I. Holdings Limited’s name was changed to AngloGold Holdings Limited in accordance with the provisions of the Isle of Man Companies Acts 1931 to 1993. On 6 February 2004, AngloGold Holdings Limited was converted to a public company and changed its name to become AngloGold Holdings plc on 10 February 2004. AngloGold Holdings plc’s name was changed to AngloGold Ashanti Holdings plc on 18 October 2005. On 17 July 2007, AngloGold Ashanti Holdings plc re-registered in the Isle of Man as a company incorporated and existing under the Isle of Man Companies Act 2006 with company number 001177V. On 1 December 2017, AngloGold Ashanti Holdings plc registered under the UK Companies Act 2006 as an overseas company with company number FC034822 having established a UK establishment in the United Kingdom with UK establishment number BR019915. As a result, AGAH transferred its tax residence from the Isle of Man to the United Kingdom. AGAH’s registered office is located at Falcon Cliff, Palace Road, Douglas, Isle of Man, IM2 4LB and its principal executive offices (UK establishment office) are located at 4th Floor, Communications House, South Street, Staines-upon-Thames, TW18 4PR, United Kingdom (Telephone +44 (0)203 968-3320).

6.	RATIONALE FOR THE REORGANISATION AND PROSPECTS

6.1.

The purpose of the Reorganisation is to enhance the Group’s strategic position. While the business carried out by the Group following the implementation of the Reorganisation will remain the same, AGA intends to change its primary listing from the JSE to the NYSE in connection with the Reorganisation. AGA believes that a primary listing on the NYSE will broaden the appeal of the Group to North American and international investors, which could generate incremental demand and share trading liquidity and improve valuation comparisons with North American industry peers. Additionally, NewCo’s incorporation in the United Kingdom will take the Group to a leading, low-risk jurisdiction where the Group already has a corporate presence.

6.2.

The AGA Board unanimously approved the proposal of the Reorganisation at a meeting held on 11 May 2023. In reaching its decision, the AGA Board consulted with AGA’s management and legal, financial and tax advisers, and considered a variety of factors, including the following:

6.2.1.

Enhancing access to deeper pools of capital

6.2.2.

Improving the Group’s competitive position in line with its global peers

6.2.3.

Redomiciling to a leading, low-risk jurisdiction where the Group has a corporate presence

6.2.4.

Minimal disruption for existing stakeholders

6.2.5.

Continuity of shareholding structure

6.2.6.

Tax treatment

6.2.7.

Accounting treatment

6.2.8.

The AGA Board also considered potential negative consequences and risks that may arise from the Reorganisation, including the following factors:

6.2.8.1.

Significant transaction costs and expenses

6.2.8.2.

Risk of failure to timely implement the Reorganisation

6.2.9.

However, the AGA Board concluded unanimously that the expected benefits of the Reorganisation outweigh the potential negative consequences and risks.

6.2.10.

This discussion of the information and factors considered by the AGA Board in making its decision is not intended to be exhaustive but includes the material factors considered by the AGA Board. The AGA Board did not consider it practicable to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision, nor did it evaluate whether these factors were of equal importance. In addition, each member of the AGA Board may have given different weight to the various factors. The determination of the AGA Board was made after consideration of all of the factors together.

6.3.

The only relevant remaining South African subsidiaries and associates of the Group are AGA’s interest in Rand Refinery Proprietary Limited (42.41%), AGRe Insurance Company Limited (100%) and Agent K Proprietary Limited (16.95%), a company managing the silicosis settlement. In addition, AGA has certain “legacy” liabilities being the post-retirement medical obligation and the silicosis liability.

6.4.

AGA will be released from all guarantees regarding group debt and the Group (through AGAH and the CSA) will provide credit support to AGA post implementation and to the extent required.

6.5.

NewCo has not entered, and does not intend to enter, into any financing arrangements of the nature contemplated in regulation 106(6)(c) of the Companies Regulations.

6.6.

The foregoing discussion of the AGA Board’s consideration of the factors supporting the Reorganisation is forward- looking in nature. This information should be read in light of the factors discussed in the section entitled “Forward-Looking Statements”.

6.7.

The following simplified diagrams illustrate:

6.7.1.

the current structure of the Group; and

6.7.2.

the structure of the Group following the implementation of the Reorganisation.

6.8.

All of the existing operating mines, the development projects and all existing exploration activities of the Group occur and will continue within the International Subsidiaries which are held by AGAH.

7.	TERMS AND CONDITIONS OF THE REORGANISATION

7.1.

Overview of the Reorganisation

7.1.1.

In anticipation of the Reorganisation, AGA has incorporated a new Subsidiary, NewCo, under the laws of England and Wales. The Reorganisation comprises three sequential, separate and inter-conditional transaction steps consisting of:

7.1.1.1.

the Spin-Off;

7.1.1.2.

the AGAH Sale; and

7.1.1.3.

the Scheme,

7.1.2.

In the Spin-Off, AGA will effect a distribution in specie to the Scheme Participants, pursuant to which AGA will direct NewCo, its wholly-owned Subsidiary at that time, to issue the Spin-Off Shares to the Scheme Participants on a pro rata basis, with the Spin-Off Subscription Consideration being paid by AGA.

7.1.3.

In the AGAH Sale, NewCo has made, pursuant to the Irrevocable Offer to Purchase, an irrevocable offer to AGA to purchase 100% (one hundred percent) of the shares in AGAH, which holds all of the operations and assets of AGA and its Subsidiaries located outside of South Africa, in consideration for the issue by NewCo to AGA of the NewCo Notes. The AGAH Sale, if AGA accepts the Irrevocable Offer to Purchase following the Spin-Off Completion, will constitute a disposal as contemplated in Section 112 and Section 115 of the Companies Act given that NewCo will not be a Subsidiary of AGA following the Spin-Off Completion. It is the present, non-binding intention of AGA to accept the Irrevocable Offer to Purchase.

7.1.4.

In the Scheme, which is a scheme of arrangement pursuant to Section 114(1) read with Section 115 of the Companies Act between AGA and the AGA Shareholders, proposed by the AGA Board, NewCo will acquire all of the issued AGA Ordinary Shares from the Scheme Participants in consideration for a right and obligation to receive, ipso facto and without any action on the part of such Scheme Participants, the respective pro rata portions of the Scheme Consideration Shares.

7.1.5.

Following completion of the Reorganisation, AGA will declare as a distribution in specie to its shareholder, NewCo, a portion of the NewCo Notes, which will then be cancelled. AGA will retain a number of NewCo Notes that have the face value equal to the aggregate amount of South African dividends withholding tax payable by AGA as a result of the aforementioned distribution of NewCo Notes to NewCo.

7.1.6.

The failure or inability to implement any one or more of the Spin-Off, the AGAH Sale and the Scheme will result in the failure of all of the steps comprising the Reorganisation and any steps already completed shall be unwound.

7.1.7.

As a result of the Reorganisation, each Scheme Participant will own one NewCo Ordinary Share for each AGA Ordinary Share (including the AGA Ordinary Shares represented by AGA ADSs) held on the Reorganisation Consideration Record Date, and the existing AGA Shareholders will hold the same percentage of NewCo Ordinary Shares as they held of AGA Ordinary Shares on the Reorganisation Consideration Record Date (subject to any adjustments to reflect the exercise of Appraisal Rights as contemplated in paragraph 7.11 (Dissenting AGA Shareholders’ Appraisal Rights)).

7.1.8.

The completion of the Reorganisation is subject to the fulfilment or, alternatively, the waiver (to the extent permitted by applicable law, the Implementation Agreement and the Irrevocable Offer to Purchase (as the case may be)) of the fulfilment, as the case may be, of certain Reorganisation Conditions, the details of which are set out in paragraph 7.2 below of this Circular.

7.1.9.

With effect from the Operative Date, Scheme Participants, shall be deemed to have:

7.1.9.1.

disposed of their AGA Ordinary Shares to NewCo, who will acquire ownership of such AGA Ordinary Shares, in exchange for the NewCo Ordinary Shares, subject to the provisions of the Implementation Agreement;

7.1.9.2.

authorised AGA and/or the Transfer Secretaries on their behalf to transfer the AGA Ordinary Shares to NewCo; and

7.1.9.3.

authorised the CS Depositary Nominee (as nominee for the CS Depositary) to receive the NewCo Ordinary Shares from NewCo on the terms and in the manner set out in the Implementation Agreement.

7.2.

Reorganisation Conditions

7.2.1.

The Implementation Agreement and the Irrevocable Offer to Purchase are subject to the fulfilment or, alternatively, the waiver of the fulfilment, as the case may be (to the extent permitted by applicable law and the terms of the Implementation Agreement), of the Reorganisation Conditions by no later than the Longstop Date (being, 29 February 2024 (or such later date that AGA and NewCo may agree to in writing prior to such date)). The Reorganisation Conditions, and their respective status as at the Last Practicable Date, are as follows:

	Reorganisation Conditions	Status
1.	The Irrevocable Offer to Purchase has been signed by NewCo and delivered to AGA.	Completed
2.	NewCo has procured that the NewCo Ordinary Shares are approved for listing on the NYSE, subject only to official notice of issuance.	Outstanding on Last Practicable Date
3.	The Independent Expert:   ●    has issued a final report dealing with the matters listed in Section 114(3) of the Companies Act and (to the extent necessary) Regulation 90 and such report is distributed to all of the AGA Shareholders; and   ●    has expressed a fair and reasonable opinion as required in Regulation 110(1) and defined in Regulation 81(h).	Completed / completed by Last Practicable Date
4.	Should the implementation of the AGAH Sale and/or Scheme be subject to approval by a court in terms of the provisions of Section 115(2)(c) of the Companies Act, such approval has been obtained.	Outstanding on Last Practicable Date
5.	AGA has not, by the expiry of the 20 (twenty) business day period contemplated in Section 164(7)(a) or 164(b) of the Companies Act (as the case may be), received valid demands as contemplated in Section 164(5) to (8) of the Companies Act (whether in relation to the AGAH Sale or the Scheme) which in aggregate represent more than 3.5% (three point five percent) of the voting rights attaching to the AGA Ordinary Shares.	Outstanding on Last Practicable Date
6.	The AGA Shareholders have passed the resolution required in terms of Section 112, as read with Section 115(2), of the Companies Act to approve the AGAH Sale.	Outstanding on Last Practicable Date
7.	The AGA Shareholders have passed such resolutions by the requisite majority of AGA Shareholders as may be required in terms of the Companies Act and the Companies Regulations to approve the Scheme, including in particular, the resolution contemplated in Section 115(2) of the Companies Act.	Outstanding on Last Practicable Date
8.	The AGA Shareholders have conditionally passed special resolutions pursuant to Section 164(9) (c) of the Companies Act revoking each of the resolutions referred to in rows 6 and 7 above.	Outstanding on Last Practicable Date
9.	Such approvals from the JSE as may be required by and in terms of the JSE Listings Requirements in connection with the Reorganisation have been received, including (among other things):   ●    the approval by the JSE of the AGAH Sale and the Scheme (such approval being in such form as is customarily issued by the JSE in relation to transactions similar to the AGAH Sale and the Scheme) and of all documentation required by the JSE to be submitted to it in connection with the AGAH Sale and the Scheme; and   ●    the admission to listing by way of the secondary inward listing of all NewCo Ordinary Shares on the Main Board of the JSE, including in particular, the Subscription Shares and the Scheme Consideration Shares, and the approval by the JSE of all documentation required by the JSE to be submitted to it in connection with such listing.	Completed / completed by Last Practicable Date
10.	The SEC has made a declaration confirming the effectiveness of the registration statement on Form F-4 and no stop order suspending the effectiveness of such registration statement on Form F-4 is in effect and no proceedings for such purpose are pending before or threatened by the SEC.	Outstanding on Last Practicable Date
11.	NewCo, AGA and AGAH have executed and delivered to The Bank of New York Mellon, as trustee, in form satisfactory to The Bank of New York Mellon acting reasonably, an indenture supplemental to the indenture dated as of 28 April 2010, and entered into between AGAH (as issuer), AGA (as guarantor) and the aforesaid trustee, in connection with the assumption by NewCo of the due and punctual performance of the guarantees and the performance or observance of every covenant of the aforesaid indenture on the part of AGA to be performed or observed, which supplemental indenture will become effective upon the implementation of the AGAH Sale.	Outstanding on Last Practicable Date
12.	If and to the extent required, any other regulatory approvals, consents or rulings necessary to implement the Reorganisation have been obtained (excluding the requirement that the Takeover Regulation Panel has issued a compliance certificate in respect of the AGAH Sale and/or the Scheme, in terms of Section 119(4)(b) of the Companies Act).	Outstanding on Last Practicable Date
13.	AGA has not, prior to 10:00 a.m. (South Africa Standard Time) on 29 February 2024 (or such later date that AGA and NewCo may agree to in writing prior to such date), exercised its right to cancel the Implementation Agreement as a result of the occurrence of a Material Adverse Effect.	Outstanding on Last Practicable Date

7.2.2.

AGA and NewCo are required to use their reasonable commercial endeavours and to cooperate with each other in good faith to achieve the fulfilment of the Reorganisation Conditions on or before the Longstop Date.

7.2.3.

If the Reorganisation Conditions are not fulfilled or fulfilment is not waived, as the case may be (where permitted), by the Longstop Date, the rights and obligations of AGA and NewCo under the Implementation Agreement, as set out in the immediately operative provisions of the Implementation Agreement, will remain in full force and effect and the status quo ante will be restored as near as may be possible and neither AGA nor NewCo will have any claim against any other, save for any claims arising from a breach of the obligations referred to in paragraph 7.2.2 above and/or any prior breach of any of the provisions of the Implementation Agreement and/or the Irrevocable Offer to Purchase which became effective prior to the Fulfilment Date.

7.2.4.

If the requisite majority of AGA Shareholders do not approve each of the Scheme and the AGAH Sale at the Shareholders’ Meeting, or if the Reorganisation is not implemented for any other reason, the holders of AGA Ordinary Shares and AGA ADSs will continue to hold their AGA Ordinary Shares and AGA ADSs, respectively, and any exercise of Appraisal Rights by AGA Shareholders will not be effective. In that case, AGA will continue to be the holding company of the Group and will remain a publicly traded company with AGA Ordinary Shares listed on the JSE and AGA ADSs listed on the NYSE, as well as listings on the A2X and the GhSE. Additionally, AGA resolved to terminate its listing on the ASX regardless of whether the Reorganisation is implemented. AGA received approval to voluntarily delist from the ASX (which occurred on or about 27 June 2023).

7.2.5.

To the extent one or both of the AGAH Sale and the Scheme are not ultimately implemented after the Spin- Off and, if applicable, the AGAH Sale is implemented, the steps that have been completed will be unwound.

7.3.

SARB conditions

7.3.1.

neither AGA nor any other South African subsidiary of the Group will provide any guarantees in order to enable the Reorganisation;

7.3.2.

NewCo has undertaken to nominate 2 (two) representatives from South Africa for election by shareholders to the NewCo Board at each annual general meeting for 5 (five) years following completion of the Reorganisation and to nominate at least 1 (one) representative from South Africa for election by shareholders to the NewCo Board at each annual general meeting thereafter;

7.3.3.

NewCo has given undertakings of the future economic role it will play in South Africa, including that certain core corporate functions servicing the Group will retain a presence in South Africa and there will be no job losses or effective change to AGA’s current footprint in South Africa as a function of the Reorganisation;

7.3.4.

dividends funded from South African sources and which are due to South African NewCo shareholders will be paid in South Africa; and

7.3.5.

the NewCo Ordinary Shares will be secondary listed on a South African stock exchange and NewCo will maintain a South African register on a South African stock exchange through which the NewCo Ordinary Shares held by South Africans will be held. In connection with the secondary listing of the NewCo Ordinary Shares on a South African stock exchange, the NewCo Ordinary Shares listed on a South African stock exchange will be classified as domestic assets for South African exchange control purposes, all trade and settlement of NewCo Ordinary Shares held by South Africans must take place through the South African stock exchange at market related prices in Rand terms, NewCo must appoint an authorised dealer as defined in accordance with South African regulations to report and manage fund flows due to and raised from South African NewCo shareholders in a manner that does not cause any distortions or volatility to relevant exchange rates and South African NewCo shareholders will be required to hold their NewCo Ordinary Shares on a South African stock exchange unless specific prior approval is obtained from the SARB.

7.4.

Shareholders’ Meeting

7.4.1.

The Shareholders’ Meeting is scheduled for Friday, 18 August 2023, 2:00 p.m. (South Africa Standard Time) and will be conducted entirely by way of electronic communication, or such other postponed date and time or location as determined in accordance with the provisions of the Memorandum of Incorporation of AGA, the Companies Act and the JSE Listings Requirements.

7.4.2.

At the Shareholders’ Meeting, AGA Shareholders will be asked to consider and vote, among other things, on Special Resolution Number 1 to approve the AGAH Sale and Special Resolution Number 2 to approve the Scheme. For Special Resolution Number 1 and Special Resolution Number 2 to be approved by the AGA Shareholders, each must be supported by at least 75% (seventy-five percent) of the voting rights exercised on such resolution by the holders of AGA Ordinary Shares (including AGA Ordinary Shares represented by AGA ADSs) present or represented by proxy at the Shareholders’ Meeting and entitled to vote on such resolution. Votes to abstain and broker non-votes will not be counted as a voting right exercised for the purpose of calculating the aforementioned percentage.

7.4.3.

Each Certificated AGA Shareholder and Dematerialised AGA Shareholder recorded in the AGA Register on the Shareholders’ Meeting Voting Record Date with “own name” registration may attend, participate in and vote at the Shareholders’ Meeting in person or give a proxy to someone else (including the chairman of the Shareholders’ Meeting) to represent him or her at the Shareholders’ Meeting by completing the attached Form of Proxy (yellow).

7.4.4.

The Form of Proxy (yellow) must be completed in accordance with the instructions therein and returned to the registered office of the Transfer Secretaries, to be received by them by no later than 48 (forty eight) hours before the Shareholders’ Meeting. The Form of Proxy (yellow) may, however, be handed to the chairman of the Shareholders’ Meeting at any time before the commencement of the voting on the relevant matter at the Shareholders’ Meeting.

7.4.5.

Should a Dematerialised AGA Shareholder recorded in the AGA Register on the Ordinary Share Voting Record Date who does not have “own name” registration:

7.4.5.1.

wish to attend, speak and vote at the Shareholders’ Meeting, such Dematerialised AGA Shareholder must arrange with his or her CSDP or Broker to obtain the necessary letter of representation to authorise such Dematerialised AGA Shareholder to attend, speak and vote at the Shareholders’ Meeting. Dematerialised AGA Shareholders recorded in the AGA Register on the Ordinary Share Voting Record Date who do not have “own name” registration will not be permitted to attend, speak or vote at the Shareholders’ Meeting without the necessary letter of representation being issued to them by their CSDP or Broker; or

7.4.5.2.

be unable to or not wish to attend the Shareholders’ Meeting but wish to vote at the Shareholders’ Meeting, such Dematerialised AGA Shareholder should provide his or her CSDP or Broker with their voting instructions in the manner and subject to the cut-off time stipulated in the custody agreement governing the relationship between such Dematerialised AGA Shareholder and their CSDP or Broker (such Dematerialised AGA Shareholder must not complete the attached Form of Proxy (yellow)).

7.4.6.

AGA ADS Holders should not complete the Form of Proxy (yellow), and should instead receive AGA’s voting materials and form of notice to holders of AGA ADSs and a voting instruction card from the ADS Depositary, which they should mark, sign and return to the ADS Depositary, to be received prior to 12:00 p.m. (Eastern Standard Time) on Tuesday, 8 August 2023. If they hold AGA ADSs in a securities account through a broker or other securities intermediary, they should receive voting materials from their intermediary, which they should use to give voting instructions to their intermediary, to be received prior to the cut-off date and time specified in those materials.

7.4.7.

The ADS Depositary will in turn attempt, as far as practicable, subject to South African law and the terms of the AGA Deposit Agreement, to vote the AGA Ordinary Shares represented by ADSs in accordance with the voting instructions received from the AGA ADS Holders, on their behalf.

7.4.8.

If AGA ADS Holders wish to attend, speak and vote at the Shareholders’ Meeting, such AGA ADS Holders must:

7.4.8.1.

surrender their AGA ADSs to the ADS Depositary for cancellation;

7.4.8.2.

withdraw the AGA Ordinary Shares that their AGA ADSs represent from the custodian bank holding such AGA Ordinary Shares; and

7.4.8.3.

be recorded in the AGA Register as an AGA Shareholder prior to the Shareholders’ Meeting Voting Record Date. AGA ADS Holders should note that the ADS Depositary may charge a fee for the surrender of AGA ADSs and the delivery of the AGA Ordinary Shares represented by such AGA ADSs. The amount of any such charge should be confirmed directly with the ADS Depositary. For more information on how to provide instructions in connection with the Shareholders’ Meeting, AGA ADS Holders should refer to the Form F-4 and the notice and instructions provided by the ADS Depositary.

7.4.9.

AGA Shareholders may change their proxy voting instructions or withdraw their proxies at any time prior to voting taking place at the Shareholders’ Meeting. Please note that AGA Shareholders that change their proxy voting instructions or withdraw their proxies must deliver the written instrument changing their voting instructions or withdrawing their proxies to their proxies and AGA prior to commencement of voting at the Shareholder’s Meeting. AGA Shareholders are also entitled to provide voting instructions for only some of the resolutions to be voted on at the Shareholders’ Meeting.

7.4.10.

If you are a Foreign Shareholder, your attention is drawn to paragraph 7.6.12 (Foreign Shareholders) of this Circular for further details concerning the Reorganisation. The availability of, and the implications of, the Reorganisation to Foreign Shareholders may be affected by the laws of the relevant jurisdiction of a Foreign Shareholder. It is the responsibility of Foreign Shareholders to satisfy themselves as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection with the Reorganisation, including the obtaining of any governmental, exchange control or other consents, the making of any filings which may be required, the compliance with other necessary formalities and the payment of any transfer or other taxes or other requisite payments due in such jurisdiction. If you are in any doubt as to what action to take, please consult your CSDP, Broker, legal adviser, accountant, banker, financial adviser or other professional adviser immediately.

7.5.

Reorganisation Consideration

7.5.1.

The Reorganisation Consideration consists of the NewCo Ordinary Shares to be issued to the Scheme Participants in connection with the Spin-Off (being the Spin-Off Shares) and the Scheme (being the Scheme Consideration Shares). As a result of the Reorganisation, each Scheme Participant will own one NewCo Ordinary Share for each AGA Ordinary Share (including AGA Ordinary Shares represented by AGA ADSs) held on the Reorganisation Consideration Record Date, and the Scheme Participants will hold the same percentage of NewCo Ordinary Shares as they held of AGA Ordinary Shares on the Reorganisation Consideration Record Date (subject to any adjustments to reflect the exercise of Appraisal Rights as contemplated in paragraph 7.11 (Dissenting AGA Shareholders’ Appraisal Rights)). In order to receive the Reorganisation Consideration, holders of AGA Ordinary Shares must be recorded in the AGA Register on the Reorganisation Consideration Record Date and AGA ADS Holders and holders of AGA GhDSs must be recorded on the applicable depositary register at 5:00 p.m. on the Reorganisation Consideration Record Date in the jurisdiction of the applicable depositary.

7.5.2.

Each Scheme Participant will receive the Reorganisation Consideration in Dematerialised form, on the terms and in the manner set out in this Circular (please see paragraph 7.6 (Settlement of the Reorganisation Consideration)). NewCo will have sufficient authority to allot and issue to each Scheme Participant, as many NewCo Ordinary Shares as may be required to fully satisfy the Reorganisation Consideration. AGA Shareholders are reminded that the settlement of the Reorganisation Consideration is subject to the Exchange Control Regulations. The salient Exchange Control Regulations are referred to in paragraph 9 below of this Circular and set out more fully in Annexure I, attached to this Circular.

7.5.3.

AGA has resolved to terminate the AGA ADS Program upon completion of the Reorganisation. AGA expects to instruct the ADS Depositary to distribute a notice to the holders of all outstanding AGA ADSs in accordance with the AGA Deposit Agreement for the AGA ADS Program, at least 30 (thirty) days prior to the Operative Date to amend and terminate the AGA Deposit Agreement on the Operative Date. Upon completion of the Reorganisation and the termination of the AGA Deposit Agreement, the ADS Depositary will be discharged from all obligations under the AGA Deposit Agreement and the U.S. Exchange Agent will manage the exchange of AGA ADSs for NewCo Ordinary Shares.

7.5.4.

The Independent Board believes that the Reorganisation Consideration reflects fair and reasonable value for the AGA Ordinary Shares. In this regard, AGA Shareholders are referred to paragraph 18 below of this Circular and the Independent Expert Report attached as Annexure A to this Circular.

7.6.

Settlement of the Reorganisation Consideration

7.6.1.

If the Reorganisation is implemented, AGA or its agents, will administer and/or transfer to the Scheme Participants, the Reorganisation Consideration.

7.6.2.

With effect from the Operative Date and without limiting the authorisation granted by the Scheme Participants elsewhere in this Circular, each and every officer/director of the Transfer Secretaries and/ or AGA, or any other person nominated by AGA, will irrevocably be deemed to be the attorney and agent in rem suam of the Scheme Participants to implement the transfer of their AGA Ordinary Shares in terms of this paragraph 7.6 and to sign any instrument of transfer in respect thereof or any other documents and to do any other acts required or desirable to implement the Reorganisation, including, but not limited to, the delisting of the AGA Ordinary Shares and to take all steps necessary to procure electronic delivery of the Reorganisation Consideration that has been Dematerialised.

7.6.3.

The Reorganisation Consideration will be issued to Scheme Participants in accordance with the terms of the Reorganisation and on the terms and in the manner set out in this Circular, and without regard to any lien, right to set-off, counterclaim or other analogous right to which AGA or NewCo may otherwise be, or claim to be, entitled.

7.6.4.

Scheme Participants who are Certificated AGA Shareholders, shall against the surrender by them of the Documents of Title in respect of their AGA Ordinary Shares and the specification of a valid account with a CSDP or Broker into which the Reorganisation Consideration is to be transferred, receive the Reorganisation Consideration into the valid CSDP account which was identified on each Certificated AGA Shareholder’s Form of Surrender and Transfer (blue).

7.6.5.

If you are required to complete and return the Form of Surrender and Transfer (blue) and you fail to do so, or in the Form of Surrender and Transfer (blue) you fail to provide any account details, or provide incorrect account details, of your CSDP, into which your NewCo Ordinary Shares are to be transferred, your NewCo Ordinary Shares will be transferred in Dematerialised form to an account in the name of Computershare Nominees, who will, subject to what is stated below, hold such NewCo Ordinary Shares as the registered holder thereof for and on your behalf, and you will become an Issuer Nominee Dematerialised NewCo Shareholder. Issuer Nominee Dematerialised NewCo Shareholders will be sent instructions by the Computershare Nominees explaining the procedure for surrendering their share certificates and obtaining full access to their NewCo Ordinary Shares following completion of the Reorganisation.

7.6.6.

The beneficial ownership of such NewCo Ordinary Shares will remain with you, as the relevant Issuer Nominee Dematerialised NewCo Shareholder, subject to what is stated below, and will be recorded on a sub-register (also commonly known as the nominee sub-register) maintained by Computershare. Issuer Nominee Dematerialised NewCo Shareholders will receive a statement from Computershare, which will confirm the number of NewCo Ordinary Shares held by such Issuer Nominee Dematerialised NewCo Shareholder. Issuer Nominee Dematerialised NewCo Shareholders will have the option to move their NewCo Ordinary Shares to the account of their own CSDP or Broker or to materialise and certificate their NewCo Ordinary Shares, at any stage, subject to what is stated below (any costs (including taxes) will be for the account of such Issuer Nominee Dematerialised NewCo Shareholders). See Annexure H for details of the UK stamp duty and stamp duty reserve tax consequences of holding NewCo Ordinary Shares in materialised form. Issuer Nominee Dematerialised NewCo Shareholders will be bound by the provisions of Strate’s rules and directives in respect of their NewCo Ordinary Shares held in the nominee sub-register, and will be deemed to have concluded a custody agreement with Computershare, which established a business relationship between Computershare and each Issuer Nominee Dematerialised NewCo Shareholder. A copy of the aforesaid custody agreement, which will be deemed to have been concluded in such circumstances, is available on the Computershare’s website at https://www.computershare.com/za

7.6.7.

Strate will deliver to each Scheme Participant who is a Dematerialised AGA Shareholder book-entry interests to the same CSDP account as held the AGA Ordinary Shares.

7.6.8.

AGA has resolved to terminate the AGA ADS Program upon completion of the Reorganisation. AGA expects to instruct the ADS Depositary to mail a notice to the holders of all outstanding AGA ADSs in accordance with the AGA Deposit Agreement for the AGA ADS Program, at least 30 (thirty) days prior to the Operative Date, to amend and terminate the AGA Deposit Agreement on the Operative Date. Upon completion of the Reorganisation and the termination of the AGA Deposit Agreement, the ADS Depositary will be discharged from all obligations under the AGA Deposit Agreement and the U.S. Exchange Agent will manage the exchange of AGA ADSs for NewCo Ordinary Shares.

7.6.9.

NewCo Ordinary Shares will have a primary listing on the NYSE and, therefore, will not establish an American depositary share programme for the NewCo Ordinary Shares.

7.6.10.

Following completion of the Reorganisation (a) holders of AGA ADSs via a DTC participant account will automatically receive from DTC NewCo Ordinary Share book-entry interests in the same DTC participant account as held the AGA ADSs and (b) holders of AGA ADSs in registered uncertificated or registered certificated form will receive from DTC NewCo Ordinary Share book-entry interests in the DTC participant account of the U.S. Exchange Agent.

7.6.11.

Registered uncertificated or registered certificated AGA ADS Holders will be sent instructions after completion of the Reorganisation by the U.S. Exchange Agent explaining the procedure for (a) surrendering their AGA ADSs and (b) obtaining access to their NewCo Ordinary Shares.

7.6.12.

The availability and impact of the Reorganisation on Foreign Shareholders may be affected by the laws of the relevant jurisdiction of the Foreign Shareholders. It is the responsibility of Foreign Shareholders to satisfy themselves as to the full observance of the laws and regulatory requirements of the relevant jurisdiction concerning the receipt of the Reorganisation Consideration, consents, the making of any filings which may be required, the compliance with other necessary formalities and the payment of any transfer or other taxes or other requisite payments due in such jurisdiction. AGA Shareholders who are in any doubt regarding such matters should consult their CSDP, Broker, legal adviser, accountant, banker, financial adviser or other professional adviser immediately.

7.7.

AGA Share Plans

7.7.1.

AGA sponsors one active equity plan, the Deferred Share Plan (the “DSP”), and two legacy equity plans, which have currently outstanding awards, the Long-Term Incentive Plan (the “LTIP”) and the Bonus Share Plan (the “BSP”). Holders of vested awards, which includes all awards under the LTIP and the BSP, may exercise such awards prior to the implementation of the Reorganisation and receive AGA Ordinary Shares pursuant to the terms of such awards that will participate in the Reorganisation on the same basis as other AGA Ordinary Shares generally.

7.7.2.

In the case of unvested awards under the DSP, NewCo will adopt an equity award plan in connection with the Reorganisation (the “NewCo Share Plan”). The terms of the NewCo Share Plan will be substantially similar to those of AGA’s existing DSP, subject to certain modifications to ensure compliance with relevant English and U.S. legislation and governance practices. These modifications include providing for additional flexibility for the NewCo Board to determine the proper treatment of awards in connection with a change in control of NewCo and permit NewCo to retain shares that would otherwise be issued in satisfaction of an award in order to satisfy applicable tax liabilities, consistent with U.S. market practice. The NewCo Share Plan will issue awards in replacement of such unvested DSP awards as well as any vested awards under the DSP, the LTIP or the BSP that are not exercised prior to the implementation of the Reorganisation. Such replacement awards will have substantially the same value and the same terms and conditions as the awards they replace; however, they will be exercisable over NewCo Ordinary Shares in lieu of AGA Ordinary Shares.

7.8.

Effect of the Reorganisation

7.8.1.

NewCo will own all of AGA’s current assets with:

7.8.1.1.

the same underlying shareholders as AGA immediately prior to implementation of the Reorganisation (subject to any adjustments to reflect the exercise of Appraisal Rights (see paragraph 7.11 (Dissenting AGA Shareholders’ Appraisal Rights)));

7.8.1.2.

the business carried out by NewCo and its Subsidiaries immediately following the Reorganisation being the same as the business carried out by AGA and its subsidiaries immediately prior to the implementation of the Reorganisation;

7.8.1.3.

a primary listing on the NYSE; and

7.8.1.4.

secondary inward listings on the JSE and A2X and a secondary listing on the GhSE;

7.8.2.

NewCo will be the listed parent company of the Group and each of AGA and AGAH will be a direct, wholly owned Subsidiary of NewCo;

7.8.3.

the AGA Ordinary Shares will be delisted from the JSE in terms of paragraph 1.17(b) of the JSE Listings Requirements and AGA will procure the delisting of the AGA Ordinary Shares from the A2X and the delisting of AGA Ordinary Shares and AGA GhDSs from the GhSE;

7.8.4.

the AGA ADSs will also be delisted from the NYSE and the AGA ADS Program will be terminated and NewCo will not establish an American depositary share programme for the NewCo Ordinary Shares;

7.8.5.

no changes to the withholding tax rates for South African shareholders and no South African withholding tax on dividends for other shareholders; and

7.8.6.

South African shareholders being able to hold NewCo Ordinary Shares on the South African register of NewCo without using their foreign investment allowance and continue to trade their AngloGold Ashanti plc Shares on the South African capital markets.

7.9.

Amendments to the Reorganisation

7.9.1.

before or at the Shareholders’ Meeting, make any amendment, variation or modification of the Reorganisation. AGA Shareholders will be notified of any such variation or modification either at the Shareholders’ Meeting or via an updated announcement released on SENS (and filed or furnished with the SEC); or

7.9.2.

after the Shareholders’ Meeting, make any amendment, variation or modification of the Reorganisation, provided that no amendment, variation or modification made after the Shareholders’ Meeting may have the effect of diminishing the rights which will accrue to all AGA Shareholders in terms of the Reorganisation.

7.10.

Documents of Title after Operative Date

7.11.

Dissenting AGA Shareholders’ Appraisal Rights

7.11.1.

AGA Shareholders have certain dissenting shareholder Appraisal Rights in connection with the AGAH Sale and the Scheme, in terms of Section 164 of the Companies Act. A complete extract of Section 164 of the Companies Act is attached as Annexure G to this Circular.

7.11.2.

Holders of AGA ADSs may not exercise dissenters’ rights. The ADS Depositary will not exercise those rights on behalf of the holders of AGA ADSs, even if requested to do so. A holder of AGA ADSs that wishes to exercise dissenters’ rights must, in a sufficiently advanced time, surrender its AGA ADSs to the ADS Depositary, pay the ADS Depositary’s fee for surrender of the AGA ADSs and become a registered holder of AGA Ordinary Shares prior to the Ordinary Share Voting Record Date.

7.11.3.

This paragraph 7.11 contains only a summary of the provisions of Section 164 of the Companies Act. A complete extract of Section 164 of the Companies Act is attached as Annexure G to this Circular.

7.11.4.

Section 164 of the Companies Act provides that:

7.11.4.1.

at any time before Special Resolution Number 1 and/or Special Resolution Number 2, as the case may be, is to be voted on, an AGA Shareholder may give AGA a written notice of objection (the “Notice of Objection”) with respect to the Special Resolution Number 1 and/or Special Resolution Number 2;

7.11.4.2.

within 10 (ten) Business Days after AGA has adopted Special Resolution Number 1 and/or Special Resolution Number 2, as the case may be, AGA must send a notice that Special Resolution Number 1 and Special Resolution Number 2 have been adopted to each AGA Shareholder who (a) gave AGA a Notice of Objection, (b) has not withdrawn the Notice of Objection and (c) has voted against Special Resolution Number 1 and/or Special Resolution Number 2, as the case may be;

7.11.4.3.

an AGA Shareholder may demand in writing within 20 (twenty) Business Days after receipt of the notice referred to above or, if the AGA Shareholder does not receive such a notice, within 20 (twenty) Business Days after learning that Special Resolution Number 1 and/or Special Resolution Number 2 has been adopted, that AGA pay the AGA Shareholder the fair value for all the AGA Ordinary Shares held by that person if:

7.11.4.3.1.

the AGA Shareholder sent AGA a Notice of Objection;

7.11.4.3.2.

AGA has adopted Special Resolution Number 1 and Special Resolution Number 2; and

7.11.4.3.3.

the AGA Shareholder voted against Special Resolution Number 1 and/or Special Resolution Number 2, as applicable, and has complied with all of the procedural requirements of Section 164 of the Companies Act.

7.11.4.4.

The demand sent by the AGA Shareholder to AGA, as provided above, must set out:

7.11.4.4.1.

the AGA Shareholder’s name and address;

7.11.4.4.2.

the number of AGA Ordinary Shares in respect of which the AGA Shareholder seeks payment; and

7.11.4.4.3.

a demand for payment of the fair value of those AGA Ordinary Shares.

7.11.4.5.

The fair value of the AGA Ordinary Shares is determined as at the date on which, and the time immediately before, AGA adopted Special Resolution Number 1 and Special Resolution Number 2 that gave rise to the AGA Shareholder’s rights under this section. The fair value is determined by AGA or a court, as applicable, and could be more than, the same as or less than the market price of the AGA Ordinary Shares.

7.11.5.

Any AGA Shareholder that is in doubt as to what action to take must consult their legal or professional adviser in this regard.

7.11.6.

Before exercising their Appraisal Rights, AGA Shareholders should have regard to the fact that:

7.11.6.1.

the report of the Independent Expert attached as Annexure A to this Circular concludes that the terms of the Reorganisation, including the Consideration, are fair and reasonable to AGA Shareholders; and

7.11.6.2.

the court is empowered to grant a costs order in favour of, or against, a Dissenting AGA Shareholder, as may be applicable.

7.11.7.

An AGA Shareholder who has sent a demand in terms of Sections 164 of the Companies Act has no further rights in respect of their AGA Ordinary Shares, other than to be paid their fair value, unless:

7.11.7.1.

the AGA Shareholder withdraws that demand before AGA makes an offer for their AGA Ordinary Shares in terms of Section 164(11) of the Companies Act or allows any offer made by AGA to lapse;

7.11.7.2.

AGA fails to make an offer in accordance with Section 164(11) of the Companies Act and the AGA Shareholder withdraws the demand; or

7.11.7.3.

AGA, by a subsequent special resolution approved by the AGA Shareholders, revokes Special Resolution Number 1 and Special Resolution Number 2.

7.11.8.

It should be noted that one of the Reorganisation Conditions that must either be fulfilled or waived, is that no valid demands in terms of Section 164(5) to (8) of the Companies Act (whether in relation to the AGAH Sale or the Scheme) are received from AGA Shareholders which in aggregate represent more than 3.5% (three and a half percent) of the voting rights attaching to the AGA Ordinary Shares.

7.11.9.

In the event that any of the circumstances contemplated in Sections 164(9)(a) or 164(9)(b) of the Companies Act occurs, then a Dissenting AGA Shareholder shall:

7.11.9.1.

if such event takes place on or before the Reorganisation Consideration Record Date in respect of the Reorganisation, be deemed to be a Scheme Participant and be subject to the provisions of the Reorganisation; and

7.11.9.2.

if such event takes place after the Reorganisation Consideration Record Date in respect of the Reorganisation, be deemed to have been a Scheme Participant as at the Operative Date, provided that settlement of the Reorganisation Consideration and transfer of that Dissenting AGA Shareholder’s Scheme Shares to NewCo shall take place after the Operative Date, and

7.11.10.

An AGA Shareholder who has made a valid demand in terms of Section 164, may apply to court to determine the fair value of the AGA Ordinary Shares: (a) if AGA fails to make an offer or (b) if AGA made an offer that such AGA Shareholder considers to be inadequate (provided that the offer has not lapsed).

7.12.

Implementation Agreement

7.12.1.

Pursuant to the Implementation Agreement, AGA and NewCo have agreed, among other things, that (in addition to any other description of the provisions of the Implementation Agreement contained elsewhere in this Circular):

7.12.1.1.

the Reorganisation is subject to the Reorganisation Conditions, as set out in more detail in paragraph 7.2 above of this Circular;

7.12.1.2.

prior to the implementation of the Reorganisation, AGA and NewCo have taken the following actions in connection with NewCo’s re-registration as a public limited company:

7.12.1.2.1.

AGA will subscribe for, and NewCo will issue to AGA, the Redeemable Preference Shares at a premium of GBP 1.20 (one Pound and twenty pence) per share (the total subscription price therefore being GBP 2.20 (two Pounds and twenty pence) per share including nominal value); and

7.12.1.2.2.

NewCo will have undertaken a share capital reduction to reduce GBP 1.00 (one Pound) of the premium paid on each of the Redeemable Preference Shares thereby creating distributable reserves totalling GBP 50,000 (fifty thousand Pounds) which NewCo will apply to funding the redemption of the Redeemable Preference Shares (as described below).

7.12.1.3.

with respect to the Spin-Off:

7.12.1.3.1.

AGA will pay USD 46,000 (forty six thousand Dollars) to NewCo;

7.12.1.3.2.

AGA will effect a distribution in specie to the Scheme Participants, and will simultaneously direct NewCo to issue the Spin-Off Shares to the Scheme Participants (via a nominee);

7.12.1.3.3.

NewCo will redeem the Redeemable Preference Shares at nominal value, as a result of which the Redeemable Preference Shares will then automatically be treated as cancelled under English law;

7.12.1.3.4.

AGA will transfer, for nil consideration, the Founder Share to NewCo; and

7.12.1.4.

subject to completion of the Spin-Off, it is the present, non-binding intention of AGA to accept the Irrevocable Offer to Purchase, in terms of which NewCo will purchase from AGA 100% (one hundred percent) of the AGAH Sale Shares in consideration for the issue by NewCo to AGA of NewCo Notes, in an aggregate principal amount equal to the fair market value of the AGAH Sale Shares. The terms of the AGAH Sale are governed by the Irrevocable Offer to Purchase; and

7.12.1.5.

with respect to the Scheme:

7.12.1.5.1.

subject to the completion of the AGAH Sale, on the Operative Date the Scheme Participants will exchange their AGA Ordinary Shares for the right and obligation to have, ipso facto and without any action on the part of such Scheme Participants, the respective pro rata portions of the Scheme Consideration Shares issued to them (via a nominee); and

7.12.1.5.2.

NewCo will procure that: (a) the legal title to the number of Spin-Off Shares and Scheme Consideration Shares attributable to Scheme Participants who are not NewCo affiliates is transferred to Cede & Co. (as nominee for DTC) to be held on DTC’s customary terms for, ultimately, the benefit of the Scheme Participants; and (b) the remainder of the Spin-Off Shares and Scheme Consideration Shares be held in the name of affiliates of NewCo (via a nominee) outside of DTC.

7.12.2.

Following the completion of the Reorganisation:

7.12.2.1.

the Scheme Participants will beneficially hold the entire issued share capital of NewCo;

7.12.2.2.

NewCo, in turn, will hold the entire issued share capital of each of AGAH and AGA; and

7.12.2.3.

the NewCo Notes issued by NewCo will be held by AGA.

7.12.3.

AGA and NewCo have agreed that the failure or inability to implement any one or more of the Spin-Off, the AGAH Sale and the Scheme will result in the failure of all of the steps comprising the Reorganisation. In this regard, if one or both of the AGAH Sale or Scheme are not ultimately implemented, while the Spin-Off or AGAH Sale are implemented (as applicable), the Spin-Off and, as applicable, AGAH Sale will be unwound.

7.12.4.

The Implementation Agreement further provides that AGA and NewCo will undertake the following covenants, among others:

7.12.4.1.

AGA will comply with the provisions of the Companies Act and the Companies Regulations that are applicable to it in terms of the Scheme, including:

7.12.4.1.1.

preparing and circulating the Circular to the AGA Shareholders;

7.12.4.1.2.

having the Independent Board communicate its opinion to the AGA Shareholders, in the Circular, which opinion will comply with Regulation 110 of the Companies Act;

7.12.4.1.3.

convening the Shareholders’ Meeting;

7.12.4.1.4.

procuring the transmittal of the Circular and any required notices (including a voter instruction card), reports and/or communications to the AGA ADS Holders, in accordance with the procedures described in the AGA Deposit Agreement; and

7.12.4.1.5.

in respect of those AGA Shareholders who: (a) have validly delivered an Appraisal Rights demand to AGA in terms of Section 164(5) to (8) of the Companies Act; and (b) have not had their rights validly reinstated in terms of Section 164(10) of the Companies Act, pay to such AGA Shareholders, in cash, an amount equal to the fair value of their AGA Ordinary Shares in accordance with Section 164 of the Companies Act, whereafter such AGA Ordinary Shares will be cancelled by AGA and restored to the authorised, but unissued, share capital of AGA;

7.12.4.2.

with respect to the distribution of the NewCo Notes (the “NewCo Notes Distribution”):

7.12.4.2.1.

following the Reorganisation, AGA intends to declare a distribution in specie to NewCo of a portion of the NewCo Notes (the “Distributed Notes”) and retain the balance of the NewCo Notes (the “Retained Notes”), with the principal amount of the Retained Notes being equal to the aggregate amount of South African dividends withholding tax that will be payable by AGA as a result of the NewCo Notes Distribution, and the Distributed Notes being extinguished by operation of law by virtue of NewCo being both the issuer and holder of the Distributed Notes; and

7.12.4.2.2.

in order to ensure that when AGA makes the abovementioned distribution it is solvent and liquid for purposes of Section 46 of the Companies Act, it intends, before declaring the distribution, to enter into the Credit Support Agreement with AGAH;

7.12.4.3.

with respect to the conversion of AGA following the implementation of the Reorganisation:

7.12.4.3.1.

AGA will amend the Memorandum of Incorporation of AGA to convert AGA from a public company to a private company (and thereby amending its registered name from “AngloGold Ashanti Limited” to “AngloGold Ashanti Proprietary Limited”) and, upon receiving an amended registration certificate, become a private company; and

7.12.4.3.2.

upon becoming a private company, AGA will make an election on IRS Form 8832 to be treated as disregarded from NewCo for U.S. federal tax purposes; and

7.12.4.4.

upon the implementation of the Scheme, the AGA Ordinary Shares will be delisted from the JSE in accordance with the JSE Listings Requirements, and AGA will procure the delisting of any other secondary registrations it may have in any and all other jurisdictions and cause the termination of the AGA ADS Program and the delisting of the AGA ADSs from the NYSE.

7.12.5.

At any time prior to 10:00 a.m. (South Africa Standard Time) on 29 February 2024 (or such other date as is specified in the Implementation Agreement or is agreed between AGA and NewCo, AGA may cancel the Implementation Agreement by means of a written notice to NewCo if a Material Adverse Effect has occurred.

7.12.6.

Each of AGA and NewCo has undertaken and warranted to the other that:

7.12.6.1.

it is and will throughout the performance of its obligations under the Implementation Agreement remain validly incorporated in accordance with all applicable laws;

7.12.6.2.

it has and will continue to have the necessary legal capacity to enter into and perform each of its obligations under the Implementation Agreement;

7.12.6.3.

the execution of the Implementation Agreement and performance by it of its obligations thereunder do not and will not contravene any law or regulation to which it is subject or contravene any provision of its founding documents or conflict with, or result in a breach of any of the terms of, or constitute a default under any agreement or other instrument to which it is a party or subject or by which its assets are bound; and

7.12.6.4.

it is and will throughout the performance of its obligations under the Implementation Agreement remain solvent and liquid.

7.13.

The Irrevocable Offer to Purchase

7.13.1.

Pursuant to the Irrevocable Offer to Purchase (in addition to any other description of the provisions of the Irrevocable Offer to Purchase contained elsewhere in this Circular):

7.13.1.1.

NewCo irrevocably offers to purchase all (and not part only) of the AGAH Sale Shares from AGA in consideration for the issue of the NewCo Notes;

7.13.1.2.

AGA will be entitled to accept the offer, in respect of all (but not part only) of the AGAH Sale Shares, by countersigning the Irrevocable Offer to Purchase at any time (a) after the Spin-Off has been implemented as contemplated in the Implementation Agreement; but (b) before the Implementation Deadline;

7.13.1.3.

upon AGA countersigning the Irrevocable Offer to Purchase, the AGAH Sale Shares will be sold by AGA to NewCo in consideration of NewCo Notes (which will be issued to AGA on the date that the AGAH Sale is effective (the “Sale Effective Date”)), after which all risks in and benefits attaching to the AGAH Sale Shares will transfer from AGA to NewCo;

7.13.1.4.

the AGAH Sale is subject to the resolutive condition that if the Spin-Off and AGAH Sale are both implemented, but the Scheme is not implemented by the Implementation Deadline, then the AGAH Sale will terminate ipso facto and without any action on the part of AGA or NewCo and the status quo ante immediately prior to the implementation of the AGAH Sale will be restored as near as may be possible;

7.13.1.5.

AGA warrants to NewCo that, as of the Sale Effective Date:

7.13.1.5.1.

AGA is the sole legal and beneficial owner of the AGAH Sale Shares and is reflected as the sole registered holder of the AGAH Sale Shares in the register of members of AGAH, and no person has any right to obtain an order for the rectification of such register; and

7.13.1.5.2.

AGA is entitled to dispose of the AGAH Sale Shares to NewCo; and

7.13.1.6.

each of AGA and NewCo undertakes and warrants to the other that, as of the Sale Effective Date:

7.14.

Court Approval

7.14.1.

AGA Shareholders are advised that, in terms of Section 115(3) of the Companies Act, AGA may in certain circumstances not proceed to implement:

7.14.1.1.

Special Resolution Number 1 approving the AGAH Sale; and

7.14.1.2.

Special Resolution Number 2 approving the Scheme, despite it being adopted at the Shareholders’ Meeting,

7.14.2.

An extract from Section 115 of the Companies Act is attached as Annexure F to this Circular.

7.15.

The Capital Reduction

7.15.1.

Under English company law, sufficient distributable reserves are required for a company to make distributions (including dividends). Upon completion of the Reorganisation, NewCo will have a relatively large “merger reserve’” (representing the difference between the fair value of the AGA Ordinary Shares at the date they are acquired by NewCo and the aggregate nominal value of the NewCo Ordinary Shares issued) which is not a statutory reserve nor a distributable reserve as it is not represented by qualifying consideration. To convert (some or all of) its merger reserve into distributable reserves, NewCo will issue bonus shares (paid up out of a capitalisation of the merger reserve) and, shortly thereafter, cancel such bonus shares, resulting in their nominal value being credited to NewCo’s distributable reserve account (such process, the “Capital Reduction”).

7.15.2.

The necessary shareholder resolutions in respect of the Capital Reduction will be passed prior to the Operative Date by AGA, the current sole shareholder of NewCo. The application to the Companies Court of England and Wales required to sanction the Capital Reduction will be made after implementation of the Reorganisation.

7.16.

Tax Consequences of the Reorganisation and the NewCo Notes Distribution for the Group

7.16.1.

South African Securities Transfer Tax

7.16.2.

South African Dividend Withholding Tax

7.16.2.1.

The NewCo Notes Distribution will, to the extent that the NewCo Notes Distribution does not constitute a return of Contributed Tax Capital (as defined in the Income Tax Act), be regarded as a dividend in specie for South African dividend withholding tax purposes and will be subject to dividend withholding tax in the hands of AGA at the rate of 20% (twenty percent) of the market value of the NewCo Notes. The rate of dividend withholding tax may be reduced to 5% (five percent) under the terms of Article 10 of the UK/South Africa Double Taxation Convention signed by South Africa and the United Kingdom on July 4, 2002 (the “Double Tax Convention”), provided the specific requirements of Article 10 of the Double Tax Convention are met and the administrative requirements of Section 64FA(2) of the Income Tax Act have been complied with by NewCo before the dividend is paid. AGA expects that the NewCo Notes Distribution will be subject to a dividend withholding tax in the hands of AGA at the rate of 5% (five percent). In the event that NewCo fails to qualify as a tax resident of the United Kingdom under the Double Tax Convention or fails to comply with the administrative requirements of Section 64FA(2) of the Income Tax Act, the NewCo Notes Distribution will be subject to a dividend withholding tax in the hands of AGA at the rate of 20% (twenty percent).

7.16.2.2.

To the extent that the NewCo Notes Distribution constitutes a return of Contributed Tax Capital, AGA will not be liable for any dividend withholding tax on the NewCo Notes Distribution.

7.16.3.

Australian Landholder Duty

8.	ACCOUNTING MATTERS AND TREATMENT

8.1.

NewCo was incorporated on 10 February 2023 and prior to the implementation of the Reorganisation, NewCo will own no material assets (other than nominal capital) and will not operate any business. For this reason, financial statements of NewCo are not available.

8.2.

AGA has an accounting year end of 31 December. AGA prepares its consolidated financial statements in conformity with IFRS, as issued by the IASB, the South African Institute of Chartered Accountants (SAICA) Financial Reporting Guides, as issued by the Accounting Practices Committee and Financial Pronouncements as issued by Financial Reporting Standards Council and the requirements of the Companies Act of South Africa. In evaluating the requirements of IFRS 3 Business Combinations, no party to the Reorganisation can be identified as an accounting acquirer. Upon the completion of the Reorganisation, the existing AGA Shareholders are expected to beneficially own the same percentage of NewCo Ordinary Shares as they held in AGA Ordinary Shares immediately prior to the implementation of the Reorganisation (subject to adjustments to reflect any exercise of Appraisal Rights as described under the “Dissenting AGA Shareholders’ Appraisal Rights” section of this Circular). Further, the business carried out by NewCo and its Subsidiaries immediately following the Reorganisation will be the same as the business carried out by AGA and its Subsidiaries immediately prior to the implementation of the Reorganisation. The existing AGA Shareholders will have the same commercial and economic interest in the Group as they had prior to the implementation of the Reorganisation and no additional new AGA Ordinary Shares will be issued as part of the Reorganisation. Accordingly, the Reorganisation does not result in a Business Combination as defined under IFRS 3 and, as such, the consolidated financial statements of the successor (NewCo) will reflect that the Reorganisation is, save for the cost of implementation of the Reorganisation and the NewCo Notes Distribution, in substance a continuation of the Group (the Reorganisation does not result in any change in ownership, economic substance or carrying values for the Group) and the consolidated financial statements of the predecessor (AGA) will become the comparative consolidated financial statements of that successor, adjusted for any reclassification between share capital and other reserves, as of the Operative Date.

9.	EXCHANGE CONTROL REGULATIONS

9.1.

AGA Shareholders who are resident outside the Common Monetary Area will need to comply with the Exchange Control Regulations set out in Annexure I attached to this Circular.

9.2.

If AGA Shareholders are in any doubt as to what action to take, they should consult their professional advisers.

10.	TAX IMPLICATIONS FOR AGA SHAREHOLDERS

10.1.

The tax implications of the Reorganisation on AGA Shareholders will depend on the individual circumstances of each AGA Shareholder. AGA Shareholders should seek advice from appropriate professional advisers if they are in any doubt whatsoever about their tax position.

10.2.

AGA Shareholders are referred to Annexure H attached to this Circular for a general summary of the South African, U.S. and U.K. tax implications.

11.	APPLICABLE LAWS

12.	SHARE CAPITAL OF AGA

12.1.

The authorised and issued share capital of AGA at the Last Practicable Date is set out below:

Authorised and Issued Share Capital

Authorised Share Capital

600,000,000 ordinary par value shares of ZAR 0.25 (25 cents) each

Issued Share Capital

419,612,543 ordinary par value shares of ZAR 0.25 (25 cents) each

12.2.

All AGA Ordinary Shares have the same voting rights.

13.	MAJOR AGA SHAREHOLDERS

13.1.

The table below presents, to the knowledge of AGA, each AGA Shareholder holding, directly or indirectly, a beneficial interest in excess of 5% (five percent) of the issued AGA Ordinary Shares as at Last Practicable Date:

AGA Shareholder	Number of AGA Ordinary Shares	% of Issued Share Capital
Public Investment Corporation of South Africa	78,550,223	18.72
Van Eck Associates Corporation	27,267,584	6.50
BlackRock Advisors LLC.	26,273,339	6.26

13.2.

At the Last Practicable Date, a total of 114,783,216 (one hundred and fourteen million seven hundred and eighty three thousand two hundred and sixteen) AGA Ordinary Shares (or 27.35% (twenty seven point three five percent)) of ordinary issued share capital of AGA) were held by the ADS Depositary. Each AGA ADS represents one AGA Ordinary Share. At the Last Practicable Date, the number of persons who were registered holders of AGA ADSs was reported at 1,888 (one thousand eight hundred and eighty eight). AGA is aware that many AGA 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 AGA ADSs or the number of AGA ADSs beneficially held by these persons. All AGA Shareholders have the same voting rights of one vote per AGA Ordinary Share.

13.3.

As at 26 May 2023, there were 21,608 (twenty one thousand six hundred and eight) holders on record of AGA Ordinary Shares. Of these holders 476 (four hundred and seventy six) had registered addresses in the United States and held a total of 66,434,804 (sixty six million four hundred and thirty four thousand eight hundred and four) AGA Ordinary Shares, or 15.83 (fifteen point eight three percent) of the total issued AGA Ordinary Shares. In addition, certain accounts on record with registered addresses outside the United States, including the custodians for the ADS Depositary, hold AGA Ordinary Shares, in whole or in part, beneficially for residents of the United States. As at the Last Practicable Date, it is estimated that 34.95 (thirty four point nine five percent) of AGA Ordinary Shares were beneficially owned by residents of the United States.

13.4.

Insofar as is known to AGA, there was no person who, directly or indirectly, jointly or severally, exercised or could exercise control over AGA, nor is AGA aware of any arrangements which might result in a change of control of AGA except in relation to the Reorganisation.

13.5.

As of the Last Practicable Date, AGA is the sole shareholder of NewCo. Alberto Calderon periodically receives, and has in the past received, awards under certain AGA equity plans, as a result of which he held a balance of 233,253 (two hundred and thirty three thousand two hundred and fifty three) AGA share awards and 26,370 (twenty six thousand three hundred and seventy) AGA Ordinary Shares as at the Last Practicable Date. Robert Hayes periodically receives, and has in the past received, awards under certain AGA equity plans, as a result of which he held a balance of 45,235 (forty five thousand two hundred and thirty five) AGA share awards and no AGA Ordinary Shares as at the Last Practicable Date.

14.	FINANCIAL INFORMATION

14.1.

PwC was appointed by the AGA Board as the Group’s independent external auditor for the financial year ending 31 December 2023. EY resigned as independent external auditor of the Group on conclusion of its responsibilities relating to the 31 December 2022 financial year audit.

14.2.

The consolidated financial statements (the Annual Financial Statements) of the Group which comprise of the consolidated statements of financial position as at 31 December 2022, and the consolidated income statements, the consolidated statements of comprehensive income, the consolidated statements of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies, have been audited by EY, an independent registered auditor, as set forth in their report thereon, included therein.

14.3.

The summary of the consolidated financial information of AGA for the periods ended 31 December 2022, 31 December 2021 and 31 December 2020 contained in Annexure B attached to this Circular. The summary of the consolidated financial information of AGA has not been reviewed nor reported on by the Independent Reporting Accountant or Independent External Auditor.

14.4.

There have been no material changes in the accounting policies of AGA subsequent to its latest published financial results for the 12 (twelve) months ended 31 December 2022.

14.5.

The pro forma financial information relating to the Reorganisation for AGA and NewCo is detailed in Annexure C attached to this Circular and the Independent Reporting Accountant’s assurance report in respect thereof is contained in Annexure D attached to this Circular.

15.	INFORMATION RELATING TO AGA DIRECTORS

15.1.

The names, occupations and relevant business experience of the AGA Directors are set out in Annexure E attached to this Circular.

15.2.

None of the directors of the Group, including any director who resigned within the last 18 (eighteen) months, has or had any material beneficial interest, direct or indirect, in any transaction which is or was material to the business of the Group taken as a whole, and which was effected by AGA during the current or immediately preceding financial year or during any earlier financial year and which remains outstanding or unperformed in any respect.

15.3.

Neither the members of the AGA Board nor the members of the executive management of AGA will be granted any special benefits in connection with the Reorganisation. None of the members of the AGA Board or the members of the executive management of AGA will receive compensation due to the Reorganisation, provided that in order to avoid additional taxes or penalties under U.S. tax law, members of the executive management of AGA who participate in a deferred compensation plan that we have established for the benefit of our U.S. employees will be required to receive payment at the time of the Reorganisation of compensation, estimated at approximately USD 600,000 (six hundred thousand Dollars) in total, they had previously earned but deferred the payment of. Further, no changes to the remuneration package for the members of the AGA Board or executive management of AGA are intended to be made in connection with the Reorganisation. In connection with the implementation of the Reorganisation, the existing rights over AGA Ordinary Shares held by participants under AGA’s equity plans (including members of the AGA Board and executive officers) are expected to be replaced by equivalent rights over NewCo Ordinary Shares.

15.4.

The AGA Directors who hold AGA Ordinary Shares intend to vote such AGA Ordinary Shares in favour of the Reorganisation.

15.5.

AGA Directors’ remuneration and benefits are set out in the consolidated financial statements of AGA as of 31 December 2022.

15.6.

No services contracts have been entered into or amended before the Last Practicable Date other than in the ordinary course of business and on arm’s length terms.

16.	BENEFICIAL INTERESTS

16.1.

Interests of NewCo in AGA Ordinary Shares

16.2.

Interests of NewCo Directors in AGA Ordinary Shares

NewCo Director	Number of AGA Share Awards	Number of AGA Ordinary Shares	Number of AGA Ordinary Shares as % of Issued Share Capital
Alberto Calderon	233,253	26,370	0.0063
Robert Hayes	45,235	0	0

16.3.

Interests of NewCo Directors in NewCo Ordinary Shares

16.4.

Interests of AGA and the AGA Directors in NewCo Ordinary Shares

16.4.1.

As at the Last Practicable Date, AGA holds 100% (one hundred percent) of the issued shares in NewCo, being:

16.4.1.1.

the Founder Share, which Founder Share, will following the Spin-Off, be gifted by AGA to NewCo for nil consideration and cancelled by NewCo; and

16.4.1.2.

the Redeemable Preference Shares, which Redeemable Preference Shares will, following the Spin-Off, be redeemed by NewCo at nominal value.

16.4.2.

None of the AGA Directors hold any NewCo Ordinary Shares. The AGA Directors who hold AGA Ordinary Shares, as of the Last Practicable Date, will acquire the corresponding number of NewCo Ordinary Shares pursuant to the Reorganisation.

16.4.3.

NewCo does not have any share trading history.

16.5.

Interests of AGA Directors in AGA Ordinary Shares as at the Last Practicable Date:

	Beneficial
	Direct		Indirect
	Number of AGA Ordinary Shares	% of Issued Share Capital	Number of AGA Ordinary Shares	% of Issued Share Capital
Non-Executive AGA Director
Maria Ramos (Chairperson)	0	0	0	0
Rhidwaan Gasant	0	0	0	0
Kojo Busia	2,000	0.0005	0	0
Alan Ferguson	5,000	0.0012	0	0
Albert Garner	22,500	0.0054	0	0
Maria Richter	10,300	0.0025	1,000	0.0002
Scott Lawson	2,830	0.0007	0	0
Jochen Tilk	2,800	0.0007	0	0
Jinhee Magie	0	0	0	0
Diana Sands	0	0	0	0
Total Non-Executive AGA Directors	45,430	0.0108	1,000	0.0002
Executive AGA Directors
Alberto Calderon	26,370	0.0063	0	0
Gillian Doran	0	0	0	0
Total Executive Directors	26,370	0.0063	0	0
Prescribed Officers/ Executive Committee of AGA
Lisa Ali	0	0	0	0
Stewart Bailey	8,927	0.0021	0	0
Terry Briggs	0	0	0	0
Ludwig Eybers(1)	0	0	0	0
Marcelo Godoy	32,643	0.0078	0	0
Lizelle Marwick	0	0	0	0
Total Prescribed Officers/ Executive Committee of AGA	41,570	0.0099	0	0
TOTAL	67,940	0.0162	0	0

(1)	Ludwig Eybers will leave his role as Chief Operating Officer on 30 June 2023 and is expected to retire in December 2023.

AGA Share Awards Balance as at the Last Practicable Date (1) (2)
NewCo Director
Executive Directors
Alberto Calderon	233,253
Robert Hayes	45,235
Total Executive Directors	278,488
Members of the Executive Committee
Lisa Ali	92,902
Stewart Bailey	190,760
Terry Briggs	78,544
Ludwig Eybers(3)	410,465
Marcelo Godoy	130,282
Lizelle Marwick	144,100
Total Members of the Executive Committee	1,047,053
TOTAL	1,325,541

(1)	The latest expiry date of all share awards granted and outstanding as at the Last Practicable Date is 24 February 2033.

(2)	This table includes all vested and unvested share awards of executive members of the AGA Board and members of the Executive Committee of AGA.

(3)	Ludwig Eybers will leave his role as Chief Operating Officer on 30 June 2023 and is expected to retire in December 2023.

16.6.

In connection with the implementation of the Reorganisation, awards over AGA Ordinary Shares currently held by participants under AGA’s equity plans (including members of the AGA Board and Executive Committee) are expected to be replaced by equivalent rights over NewCo Ordinary Shares.

16.7.

The AGA Directors did not trade AGA Ordinary Shares during the period beginning 6 (six) months before the issue of the Firm Intention Announcement in relation to the Reorganisation, and ending on the Last Practicable Date.

16.8.

The AGA Directors not listed do not hold any shares in AGA.

17.	CONTINUATION OF THE BUSINESS OF AGA

18.	OPINIONS AND RECOMMENDATIONS

18.1.

AGA appointed the Independent Expert to advise AGA on the Reorganisation and to compile a report in terms of Section 114(3) of the Companies Act and the Companies Regulations (including regulations 90 and 110, in particular) to the Independent Board concerning the Reorganisation.

18.2.

The Independent Expert has advised the Independent Board that it has considered the terms and conditions of the Reorganisation, the Implementation Agreement and the Irrevocable Offer to Purchase and is of the opinion that the Reorganisation Consideration and the terms of the Reorganisation are fair and reasonable. The text of the Independent Expert Report is included in Annexure A attached to this Circular.

18.3.

The Independent Expert Report has not been withdrawn prior to the publication of this Circular.

18.4.

The Independent Board, after due consideration of, amongst other things the Independent Expert Report and factors that are difficult to quantify or are unquantifiable (as set out under the subheading “Assessment of Reasonableness” of paragraph 10 (Assessment of Fairness and Reasonableness) of the Independent Expert Report), has unanimously determined that the Reorganisation Consideration and the terms of the Reorganisation are fair and reasonable. As such, the Independent Board unanimously proposes the Reorganisation to the AGA Shareholders for their consideration and recommends that the AGA Shareholders vote in favour of the resolutions required to implement the Reorganisation.

18.5.

The AGA Board has not received any offers as defined in Section 117(1) of the Companies Act and contemplated in regulation 106(7)(a) of the Companies Regulations in the 6 (six) month period preceding the issue of the Firm Intention Announcement in relation to the Reorganisation and ending on the Last Practicable Date.

19.	MATERIAL AGREEMENTS RELATING TO THE REORGANISATION

20.	MATERIAL CHANGES AND LITIGATION

20.1.

As at the Last Practicable Date, there are no known material changes in the financial or trading position of AGA subsequent to the latest published results.

20.2.

There are no legal or arbitration proceedings against AGA or NewCo (including any such proceedings that are pending or threatened), of which the AGA and NewCo are aware, which may have, or have had, in the recent past, being at least the 12 (twelve) months before the Last Practicable Date, a material effect on the Group’s financial.

20.3.

As of the Last Practicable Date, as far as the AGA Directors are aware, there are no legal proceedings which have been instituted against AGA or NewCo which may have an influence on the rights of the Group to explore or mine in the conduct of its business, in the normal and ordinary course, as conducted by the Group on the Last Practicable Date.

21.	DIRECTORS’ RESPONSIBILITY STATEMENT

21.1.

NewCo responsibility statement

21.2.

AGA Independent Board and the AGA Board responsibility statement

22.	COSTS OF THE REORGANISATION AND EXPENSES

22.1.

The costs incidental to the Reorganisation, including the costs applicable to this Circular, shall be borne by AGA and NewCo.

22.2.

The following expenses and provisions are expected, or have been paid or provided for by AGA in connection with the Reorganisation:

Nature of expense	Paid/Payable to	Total USD’000 (1) (2)
Australia tax adviser	Allens	394
Depositary fees and expenses	The Bank of New York Mellon	5,276
English legal adviser	Slaughter and May	4,000
Financial Adviser	Centerview Partners UK LLP	6,000
Financial Adviser / Transaction Sponsor	JPMorgan Chase Bank, N.A., Johannesburg Branch / J.P.Morgan Equities South Africa Proprietary Limited	6,000
Financial Adviser	Rothschild and Co South Africa Proprietary Limited	4,500
Ghanian legal adviser	Bentsi-Enchill, Letsa & Ankomah	250
Independent Expert fee	Barclays Bank PLC	1,070
Independent Reporting Accountant	Ernst & Young Incorporated	921
JSE documentation inspection fee and listing fee	JSE	239
Printing, publication and distribution	R&A Strategic Communications / Broadridge	180
South African legal adviser	Edward Nathan Sonnenbergs Incorporated	1,328
South African registrar, receiving agent fees and postage and transfer secretaries	Computershare	252
Settlement processing fee	Strate	152
South African tax adviser	Bowmans Incorporated	143
Takeover Regulation Panel transaction review fee	TRP	17
Tax advisors (other jurisdictions)	Miscellaneous	592
Legal advisors (other jurisdictions)	Miscellaneous	309
U.S. legal adviser	Cravath, Swaine & Moore LLP	22,251
U.S. Securities and Exchange Commission registration fee	SEC	1,110
Accounting review and advisory fee	PwC	379
Ghana Stock Exchange Registration Fees	GhSE	273
Media relations	Brunswick	1,000
Miscellaneous	Miscellaneous	3,114
TOTAL		60,000

(1)	All amounts stated are exclusive of Value-Added Tax and have been rounded to the nearest thousand.

(2)	Includes ZAR amounts converted at an assumed exchange rate of ZAR 18.82/USD.

22.3.

The Estimated transaction costs in respect of the Reorganisation are USD 60 million, of which USD 13 million was expensed during 2022.

22.4.

Other than as set out above, the Group has incurred no preliminary expenses, other commissions or fees in relation to the Reorganisation during the 3 (three) years preceding the Last Practicable Date.

23.

CONSENTS

24.	DOCUMENTS AVAILABLE FOR INSPECTION

24.1.

the audited financial statements of AGA for the three years ended 31 December 2022, 31 December 2021, 31 December 2020, prepared in accordance with IFRS as issued by IASB;

24.2.

Independent Reporting Accountant’s assurance report on the pro forma financial information to illustrate the effect of the Reorganisation as of and for the year ended 31 December 2022;

24.3.

the letter issued by the Takeover Regulation Panel in terms of Section 115(1)(b) of the Companies Act, approving this Circular;

24.4.

the AGA Memorandum of Incorporation;

24.5.

the NewCo Articles of Association;

24.6.

a signed copy of this Circular;

24.7.

a signed copy of the Independent Expert Report included in Annexure A attached to this Circular;

24.8.

the letters of consent referred to in paragraph 23 above of this Circular;

24.9.

the DSP, the LTIP and the BSP;

24.10.

the Mineral Resource and Mineral Reserve Report;

24.11.

the Implementation Agreement;

24.12.

the Irrevocable Offer to Purchase;

24.13.

a signed copy of the Pre-listing Statement; and

24.14.

a signed copy of the Form F-4.

SIGNED ON BEHALF OF THE AGA BOARD
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

SIGNED ON BEHALF OF THE AGA INDEPENDENT BOARD
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

SIGNED ON BEHALF OF THE NEWCO BOARD
Signature:
	who warrants that he / she is duly authorised thereto
Name:
Date:
Place:

Annexure A

REPORT OF THE INDEPENDENT EXPERT

The Independent Board

AngloGold Ashanti Limited

112 Oxford Road

Houghton Estate

Johannesburg 2198

South Africa

Annexure A (continued)

●

AGA is authorised to issue 600,000,000 ordinary shares of 25 SA cents each.

●

As at 15 June 2023, the issued share capital of AGA is 419,612,543, which is fully-paid and not subject to further calls or assessment by AGA (the “AGA ISC”).

●

All the shares rank pari passu in all respects, there being no conversion or exchange rights attached thereto, and all of the AGA shares have equal rights to participate in capital, dividend and profit distributions by AGA.

●

Each ordinary shareholder is entitled to one vote per ordinary share held if voting by way of a poll and one vote if voting is conducted by show of hands.

●

New ListCo does not have authorised share capital as this concept does not exist under UK corporate law.

●

It is currently expected that as at the implementation of the Proposed Transaction New ListCo will be authorised to allot and issue ordinary shares in an amount not less than the AGA ISC.

●

It is currently expected that as at the implementation of the Proposed Transaction all the New ListCo shares rank pari passu in all respects, there being no conversion or exchange rights attached thereto, and upon implementation of the Proposed Transaction all of the New ListCo shares will have equal rights to participate in capital, dividend and profit distributions by New ListCo.

●

It is currently expected that as at the implementation of the Proposed Transaction each ordinary shareholder is entitled to one vote per share held if voting by way of a poll and one vote if voting is conducted by show of hands.

●

No treasury shares are expected to be held by New ListCo at the date of the implementation of the Proposed Transaction. Whereas AGA is subject to the Companies Act and requirements applicable to companies listed on the JSE, New ListCo will be subject to English company law. AGA is currently considered a Foreign Private Issuer (“FPI”) under the US Securities Act of 1933 with ADRs listed on the NYSE. It is subject to the NYSE’s corporate governance rules as they apply to FPIs which largely defer to home country practice; we understand that following completion of the Proposed Transaction, New ListCo will also be an FPI. Accordingly, we note that there may be some differences between the rights of the Shareholders before the implementation of the Scheme and the rights of New ListCo shareholders following the implementation of the Scheme owing to the differences between the Companies Act and JSE Listings Requirements, on the one hand, and English company law on the other. However, any difference that may exist between the rights of the Shareholders prior to the implementation of the Scheme and the rights of the New ListCo shareholders after the implementation of the Scheme will not have a material impact on the fairness and reasonableness evaluation of the Proposed Transaction.

●

Project Trilogy1 Special Meeting of the Investment Committee 20 May 2022 presentation;

●

AGA Limited Formal Application to South African Reserve Bank for the Proposed Change in Domicile and Reference Listing;

●

Project Trilogy Briefing Document;

●

annual integrated reports of AGA, incorporating the audited annual financial statements, for the years ended December 2021, December 2022 and Interim Results for the 6 months to June 2022 and Market Update Report for the quarter ended 31 March 2023;

●

Trilogy 2022 exit tax calculation prepared by AGA management (the “Exit Tax Calculation”);

●

AGA Press Releases that we deemed relevant;

●

AGA Notes Prospectuses, to the extent we deemed relevant;

●

Project Trilogy Final KPMG Report and discussions with the KPMG Tax team;

●

last 6 months of published equity research from various brokers;

●

FactSet consensus forecast earnings;

●

various credit research reports that we deemed relevant including: S&P Global Ratings RatingsDirect (17 July 2020), Moody’s Investors Services AngloGold Ashanti Credit Opinion (4 December 2020), and S&P Global Ratings AngloGold Fully Analysis (17 May 2022);

Annexure A (continued)

●

South African Reserve Bank transaction approval letter;

●

discussions with AGA management regarding the background and transaction overview of Project Trilogy including transaction steps;

●

discussions with AGA management on exit tax calculations;

●

discussions with AGA management regarding the historical financial information of the Company;

●

discussions with AGA management on prevailing market, economic, legal and other conditions which may affect underlying value;

●

Shareholder Analysis Summary Report produced by AGA’s advisors as at 26 May 2023;

●

publicly available information relating to AGA that we deemed to be relevant, including company announcements and media articles; and

●

publicly available information relating to the mining industry that we deemed relevant.

●

reviewed certain publicly available financial statements and other business and financial information relating to the Company that we considered relevant to our analysis, including the Company’s audited financial statements for financial periods ended December 2021, December 2022 and unaudited Interim Results for the six months ended 30 June 2022 and Market Update Report for the quarter ended 31 March 2023;

●

reviewed certain internal financial statements and other financial and operating data relating to the Company provided to us by the Company;

●

compared certain financial information of AGA with similar information of companies we deemed relevant;

●

utilized two sets of consensus forecast earnings, one being directly sourced from FactSet data, the other being compiled from certain of the above mentioned broker reports (the “Consensus Forecasts”);

●

performed a discounted cash flows valuation analysis based on the Consensus Forecasts;

●

considered peer trading comparables, focusing on industry metrics including share price to net asset value per share (“P/NAV”), enterprise value to EBITDA multiple (“EV/EBITDA”) and share price to cash flow per share (“P/CFPS”), and certain operational metrics; and

●

analyzed a variety of transactional elements pertaining to the Proposed Transaction which include but are not limited to:

o

the Proposed Transaction’s impact (if any) on the asset base and the strategy of the business;

o

AGA management estimates of transaction costs;

o

expected changes to future corporate costs and tax burden for the business (if any); and

o

potential dividend withholding tax implications, and ability to make distributions to the shareholders.

●

terms and conditions of the Proposed Transaction are legally enforceable;

●

the Proposed Transaction will not trigger clauses in contracts entered into by AGA that materially negatively impact the value of AGA shares, or the underlying assets, operations and business of AGA and its group (including New ListCo);

●

any invocation of appraisal rights in connection to the Scheme by Shareholders will be on a fair market value basis;

●

reliance can be placed on the historical and forecast financial information on AGA used in our analysis;

●

the Proposed Transaction will not give rise to any undisclosed tax liabilities or have a material impact on tax burden for the business going forward;

●

the Proposed Transaction will not cause any reduction in ability to make distributions to the Shareholders;

●

the Proposed Transaction will not give rise to any material changes in corporate costs; and

●

there are no undisclosed contingencies that could affect the value of the Company or the New ListCo.

●

discounted cash flow analysis: discounted cash flow model applied to a 3-year corporate-level cash flow forecast (2023 – 2025) as per the Consensus Forecasts with terminal value based on the final year EV/EBITDA multiple;

●

comparable companies analysis: reviewed and benchmarked P/NAV, P/CFPS, and EV/EBITDA multiples of producing gold major peers;

●

research analysts estimates: reviewed range of target stock prices and NAV estimates recently published by equity research analysts covering AGA; and

●

52-week trading range and volume weighted average price: reviewed trading range for AGA JSE stock price over the last 12 months and also considered volume weighted average prices for certain periods.

●

Proposed Transaction corporate asset perimeter;

●

Proposed Transaction consideration;

●

any change in corporate costs, corporate tax or strategy;

●

ability to make distributions to Shareholders;

●

access to / cost of capital; and

●

Proposed Transaction costs, which include tax costs, advisor fees, and other transaction costs as estimated by AGA management.

Annexure A (continued)

●

to remove the perceived South African discount:

o

break the longstanding historical link to assumed structural South African discount; and

o

align public valuation approach for the Company with approaches adopted by practitioners for North American peers;

●

certain debt capital markets benefits:

o

certain agencies and market practitioners apply a South African sovereign ceiling based on AGA’s corporate domicile; and

o

a North American capital markets locus offers better access to a deeper pool of fixed income investors;

●

certain equity capital markets benefits:

o

marginal increase in index demand;

o

potential for enhanced share trading liquidity; and

o

potential for enhanced broker research coverage;

●

increased strategic flexibility:

o

increased acceptability of shares of the Company as acquisition currency;

o

removal of certain regulatory hurdles in conducting strategic transactions; and

o

better positioning the business to benefit from certain operational efficiencies.

●

the value attributable to Shareholders prior to the Proposed Transaction is between R410 per share and R480 per share. The most likely value is R445 per share, which approximates to the midpoint of our value range;

●

based on the calculations prepared by AGA management, we have assumed that the Proposed Transaction triggers one- off tax charges and transaction costs equal to between 4.5% and 5.3% of the above-mentioned value range attributable to AGA shares prior to the Proposed Transaction;

●

other than these one-off tax charges and transaction costs, no other charges or costs as a result of the Proposed Transaction which may have an adverse impact on the value per share attributable to the Shareholders have been identified in the process undertaken by AGA management and its advisors;

●

based on the foregoing, we are of the opinion that the value attributable to Shareholders post the Proposed Transaction is not materially different to the value attributable to Shareholders prior to the Proposed Transaction; and

●

there are potential qualitative benefits associated with the Proposed Transaction that may not immediately impact shareholder value but may help to unlock shareholder value over time.

Annexure A (continued)

	Beneficial
	Direct		Indirect
	31-Mar-23
	AGA Ordinary Shares	% of AGA Ordinary Shares Outstanding	AGA Ordinary Shares	% of AGA Ordinary Shares Outstanding
Non-Executive Directors
MDC Ramos	–	–	–	–
R Gasant	–	–	–	–
KOF Busia	2,000	0.0005	–	–
AM Ferguson	5,000	0.0012	–	–
AH Garner	22,500	0.0054	–	–
MC Richter	10,300	0.0025	1,000	0.0002
S Lawson	2,830	0.0007	–	–
JE Tilk	2,800	0.0007	–	–
Jinhee M	–	–	–	–
D Sands	–	–	–	–
Total Non-Executive Directors	45,430	0.0108	1,000	0.0002
Executive Directors
A Calderon	26,370	0.0063
G Doran	–	–	–	–
Total-Executive Directors	26,370	0.0063

Annexure A (continued)

	Beneficial
	Direct		Indirect
	31-Mar-23
	AGA Ordinary Shares	% of AGA Ordinary Shares Outstanding	AGA Ordinary Shares	% of AGA Ordinary Shares Outstanding
Members of the Executive Committee
L Ali	–	–	–	–
SD Bailey	13,039	0.0031
T Briggs	–	–	–	–
L Eybers	–	–	–	–
MC Godoy	32,643	0.0078
L Marwick	–	–	–	–
Total-Members of the Executive Committee	45,682	0.0109	–	–
Grand Total	72,052	0.0172

ANNEXURE A TO THE REPORT OF THE INDEPENDENT EXPERT

(1)

Despite section 65, and any provision of a company’s Memorandum of Incorporation, or any resolution adopted by its board or holders of its securities, to the contrary, a company may not dispose of, or give effect to an agreement or series of agreements to dispose of, all or the greater part of its assets or undertaking, implement an amalgamation or a merger, or implement a scheme of arrangement, unless –

(a)

the disposal, amalgamation or merger, or scheme of arrangement –

(i)

has been approved in terms of this section; or

(ii)

is pursuant to or contemplated in an approved business rescue plan for that company, in terms of Chapter 6; and

(b)

to the extent that Parts B and C of this Chapter, and the Takeover Regulations, apply to a company that proposes to—

(i)

dispose of all or the greater part of its assets or undertaking;

(ii)

amalgamate or merge with another company; or

(iii)

implement a scheme of arrangement,

(2)	A proposed transaction contemplated in subsection (1) must be approved –

(a)

by a special resolution adopted by persons entitled to exercise voting rights on such a matter, at a meeting called for that purpose and at which sufficient persons are present to exercise, in aggregate, at least 25% of all of the voting rights that are entitled to be exercised on that matter, or any higher percentage as may be required by the company’s Memorandum of Incorporation, as contemplated in section 64 (2); and

(b)

by a special resolution, also adopted in the manner required by paragraph (a), by the shareholders of the company’s holding company if any, if –

(i)

the holding company is a company or an external company;

(ii)

the proposed transaction concerns a disposal of all or the greater part of the assets or undertaking of the subsidiary; and

(iii)

having regard to the consolidated financial statements of the holding company, the disposal by the subsidiary constitutes a disposal of all or the greater part of the assets or undertaking of the holding company; and

(c)

by the court, to the extent required in the circumstances and manner contemplated in subsections (3) to (6).

(3)	Despite a resolution having been adopted as contemplated in subsections (2) (a) and (b), a company may not proceed to implement that resolution without the approval of a court if –

(a)

the resolution was opposed by at least 15% of the voting rights that were exercised on that resolution and, within five business days after the vote, any person who voted against the resolution requires the company to seek court approval; or

(b)

the court, on an application within 10 business days after the vote by any person who voted against the resolution, grants that person leave, in terms of subsection (6), to apply to a court for a review of the transaction in accordance with subsection (7).

Annexure A (continued)

(4)	For the purposes of subsections (2) and (3), any voting rights controlled by an acquiring party, a person related to an acquiring party, or a person acting in concert with either of them, must not be included in calculating the percentage of voting rights –

(a)

required to be present, or actually present, in determining whether the applicable quorum requirements are satisfied; or

(b)

required to be voted in support of a resolution, or actually voted in support of the resolution.

(4A)	In subsection (4), “act in concert” has the meaning set out in section 117 (1) (b).

(5)	If a resolution requires approval by a court as contemplated in terms of subsection (3) (a), the company must either—

(b)

treat the resolution as a nullity.

(6)	On an application contemplated in subsection (3) (b), the court may grant leave only if it is satisfied that the applicant—

(a)

is acting in good faith;

(b)

appears prepared and able to sustain the proceedings; and

(c)

has alleged facts which, if proved, would support an order in terms of subsection (7).

(7)	On reviewing a resolution that is the subject of an application in terms of subsection (5) (a), or after granting leave in terms of subsection (6), the court may set aside the resolution only if –

(a)

the resolution is manifestly unfair to any class of holders of the company’s securities; or

(b)

the vote was materially tainted by conflict of interest, inadequate disclosure, failure to comply with the Act, the Memorandum of Incorporation or any applicable rules of the company, or other significant and material procedural irregularity.

(8)	The holder of any voting rights in a company is entitled to seek relief in terms of section 164 if that person –

(a)

notified the company in advance of the intention to oppose a special resolution contemplated in this section; and

(b)

was present at the meeting and voted against that special resolution.

(9)	If a transaction contemplated in this Part has been approved, any person to whom assets are, or an undertaking is, to be transferred, may apply to a court for an order to effect –

(a)

the transfer of the whole or any part of the undertaking, assets and liabilities of a company contemplated in that transaction;

(b)

the allotment and appropriation of any shares or similar interests to be allotted or appropriated as a consequence of the transaction;

(c)

the transfer of shares from one person to another;

(d)

the dissolution, without winding up, of a company, as contemplated in the transaction;

(e)

incidental, consequential and supplemental matters that are necessary for the effectiveness and completion of the transaction; or

(f)

any other relief that may be necessary or appropriate to give effect to, and properly implement, the amalgamation or merger.

ANNEXURE B TO THE REPORT OF THE INDEPENDENT EXPERT

(1)	This section does not apply in any circumstances relating to a transaction, agreement or offer pursuant to a business rescue plan that was approved by shareholders of a company, in terms of section 152.

(2)	If a company has given notice to shareholders of a meeting to consider adopting a resolution to –

(a)

amend its Memorandum of Incorporation by altering the preferences, rights, limitations or other terms of any class of its shares in any manner materially adverse to the rights or interests of holders of that class of shares, as contemplated in section 37 (8); or

(b)

enter into a transaction contemplated in section 112, 113, or 114, that notice must include a statement informing shareholders of their rights under this section.

(3)	At any time before a resolution referred to in subsection (2) is to be voted on, a dissenting shareholder may give the company a written notice objecting to the resolution.

(4)	Within 10 business days after a company has adopted a resolution contemplated in this section, the company must send a notice that the resolution has been adopted to each shareholder who –

(a)

gave the company a written notice of objection in terms of subsection (3); and

(b)

has neither –

(i)

withdrawn that notice; or

(ii)

voted in support of the resolution.

(5)	A shareholder may demand that the company pay the shareholder the fair value for all of the shares of the company held by that person if –

(a)

the shareholder –

(i)

sent the company a notice of objection, subject to subsection (6); and

(ii)

in the case of an amendment to the company’s Memorandum of Incorporation, holds shares of a class that is materially and adversely affected by the amendment;

(b)

the company has adopted the resolution contemplated in subsection (2); and

(c)

the shareholder –

(i)

voted against that resolution; and

(ii)

has complied with all of the procedural requirements of this section.

(6)	The requirement of subsection (5) (a) (i) does not apply if the company failed to give notice of the meeting, or failed to include in that notice a statement of the shareholders rights under this section.

(7)	A shareholder who satisfies the requirements of subsection (5) may make a demand contemplated in that subsection by delivering a written notice to the company within –

(a)

20 business days after receiving a notice under subsection (4); or

(b)

if the shareholder does not receive a notice under subsection (4), within 20 business days after learning that the resolution has been adopted.

(8)	A demand delivered in terms of subsections (5) to (7) must also be delivered to the Panel, and must state –

(a)

the shareholder’s name and address;

(b)

the number and class of shares in respect of which the shareholder seeks payment; and

(c)

a demand for payment of the fair value of those shares.

(9)	A shareholder who has sent a demand in terms of subsections (5) to (8) has no further rights in respect of those shares, other than to be paid their fair value, unless –

(a)

the shareholder withdraws that demand before the company makes an offer under subsection (11), or allows an offer made by the company to lapse, as contemplated in subsection (12) (b);

(b)

the company fails to make an offer in accordance with subsection (11) and the shareholder withdraws the demand; or

(c)

the company, by a subsequent special resolution, revokes the adopted resolution that gave rise to the shareholder’s rights under this section.

(10)	If any of the events contemplated in subsection (9) occur, all of the shareholder’s rights in respect of the shares are reinstated without interruption.

(11)	Within five business days after the later of –

(a)

the day on which the action approved by the resolution is effective;

(b)

the last day for the receipt of demands in terms of subsection (7) (a); or

(c)

the day the company received a demand as contemplated in subsection (7) (b), if applicable, the company must send to each shareholder who has sent such a demand a written offer to pay an amount considered by the company’s directors to be the fair value of the relevant shares, subject to subsection (16), accompanied by a statement showing how that value was determined.

(12)	Every offer made under subsection (11) –

(a)

in respect of shares of the same class or series must be on the same terms; and

(b)

lapses if it has not been accepted within 30 business days after it was made.

(13)	If a shareholder accepts an offer made under subsection (12) –

(a)

the shareholder must either in the case of –

(i)

shares evidenced by certificates, tender the relevant share certificates to the company or the company’s transfer agent; or

(ii)

uncertificated shares, take the steps required in terms of section 53 to direct the transfer of those shares to the company or the company’s transfer agent; and

(b)

the company must pay that shareholder the agreed amount within 10 business days after the shareholder accepted the offer and –

(i)

tendered the share certificates; or

(ii)

directed the transfer to the company of uncertificated shares.

(14)	A shareholder who has made a demand in terms of subsections (5) to (8) may apply to a court to determine a fair value in respect of the shares that were the subject of that demand, and an order requiring the company to pay the shareholder the fair value so determined, if the company has –

(a)

failed to make an offer under subsection (11); or

(b)

made an offer that the shareholder considers to be inadequate, and that offer has not lapsed.

(15)	On an application to the court under subsection (14) –

(a)

all dissenting shareholders who have not accepted an offer from the company as at the date of the application must be joined as parties and are bound by the decision of the court;

(b)

the company must notify each affected dissenting shareholder of the date, place and consequences of the application and of their right to participate in the court proceedings; and

(c)

the court –

(i)

may determine whether any other person is a dissenting shareholder who should be joined as a party;

(ii)

must determine a fair value in respect of the shares of all dissenting shareholders, subject to subsection (16);

(iii)

in its discretion may –

(aa)

appoint one or more appraisers to assist it in determining the fair value in respect of the shares; or

(bb)

allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective, until the date of payment;

(iv)

may make an appropriate order of costs, having regard to any offer made by the company, and the final determination of the fair value by the court; and

(v)

must make an order requiring –

(aa)

the dissenting shareholders to either withdraw their respective demands or to comply with subsection (13) (a); and

(bb)

the company to pay the fair value in respect of their shares to each dissenting shareholder who complies with subsection (13) (a), subject to any conditions the court considers necessary to ensure that the company fulfils its obligations under this section.

(15A)

At any time before the court has made an order contemplated in subsection (15) (c) (v), a dissenting shareholder may accept the offer made by the company in terms of subsection (11), in which case –

(a)

that shareholder must comply with the requirements of subsection 13 (a); and

(b)

the company must comply with the requirements of subsection 13 (b). [Subs. (15A) inserted by s. 103 (d) of Act No. 3 of 2011.]

(16)	The fair value in respect of any shares must be determined as at the date on which, and time immediately before, the company adopted the resolution that gave rise to a shareholder’s rights under this section.

(17)	If there are reasonable grounds to believe that compliance by a company with subsection (13) (b), or with a court order in terms of subsection (15) (c) (v) (bb), would result in the company being unable to pays its debts as they fall due and payable for the ensuing 12 months –

(a)

the company may apply to a court for an order varying the company’s obligations in terms of the relevant subsection; and

(b)

the court may make an order that –

(i)

is just and equitable, having regard to the financial circumstances of the company; and

(ii)

ensures that the person to whom the company owes money in terms of this section is paid at the earliest possible date compatible with the company satisfying its other financial obligations as they fall due and payable.

(18)

If the resolution that gave rise to a shareholder’s rights under this section authorised the company to amalgamate or merge with one or more other companies, such that the company whose shares are the subject of a demand in terms of this section has ceased to exist, the obligations of that company under this section are obligations of the successor to that company resulting from the amalgamation or merger.

(19)	For greater certainty, the making of a demand, tendering of shares and payment by a company to a shareholder in terms of this section do not constitute a distribution by the company, or an acquisition of its shares by the company within the meaning of section 48, and therefore are not subject to –

(a)

the provisions of that section; or

(b)

the application by the company of the solvency and liquidity test set out in section 4.

(20)	Except to the extent –

(a)

expressly provided in this section; or

(b)

that the Panel rules otherwise in a particular case,

Annexure B

THE SUMMARY CONSOLIDATED FINANCIAL INFORMATION OF AGA

US Dollar millions, except where otherwise indicated	2022	2021	2020 Restated(1)
Revenue from product sales	4,501	4,029	4,595
Cost of sales	(3,362)	(2,857)	(2,829)
Profit after taxation from continuing operations	316	646	1,002
Profit from discontinued operations	—	—	7
Profit for the year	316	646	1,009
Allocated as follows to equity shareholders:
Continuing operations	297	622	984
Discontinued operations	—	—	7
Basic and diluted earnings per ordinary share (US cents):
Earnings per ordinary share from continuing operations	71	148	234
Earnings per ordinary share from discontinued operations	—	—	2
Headline earnings per ordinary share (US cents)(2)	129	146	248
Diluted headline earnings per ordinary share (US cents)	129	146	247
Weighted average number of shares	420,197,062	419,755,627	419,033,516
Dilutive number of ordinary shares	420,869,866	420,056,703	419,481,450

(1)	Comparative periods have been retrospectively restated, where indicated, due to the initial application of the amendment to IAS 16 “Property, Plant and Equipment – Proceeds before Intended Use” on 1 January 2022.

(2)	Headline earnings per share is calculated in terms of the guidance issued by the South African Institute of Chartered Accountants (SAICA).

US Dollar millions	2022	2021 Restated(1)	2020 Restated(1)
Tangible assets	4,209	3,493	2,917
Cash and cash equivalents	1,108	1,154	1,330
Investments in associates and joint ventures	1,100	1,647	1,651
Total assets	8,072	8,000	7,705
Net assets	4,134	4,094	3,773
Share capital and premium	7,239	7,223	7,214
Total borrowings	1,983	1,909	1,931
Total liabilities	3,938	3,906	3,932

(1)	Comparative periods have been retrospectively restated, where indicated, due to the initial application of the amendment to IAS 16 “Property, Plant and Equipment – Proceeds before Intended Use” on 1 January 2022.

US Dollar millions	2022	2021	2020 Restated(1)
Net cash inflow from operating activities	1,804	1,268	1,692
Net cash outflow from investing activities	(1,461)	(940)	(514)
Net cash outflow from financing activities	(323)	(456)	(329)
Net increase (decrease) in cash and cash equivalents	20	(128)	849

(1)	Comparative periods have been retrospectively restated, where indicated, due to the initial application of the amendment to IAS 16 “Property, Plant and Equipment – Proceeds before Intended Use” on 1 January 2022.

Annexure C

THE PRO FORMA FINANCIAL INFORMATION

US Dollar million	AGA plc	AGA before the Reorganisation(1)	Tax consequences(3)	Transaction costs(4)	AGA plc post the Reorganisation(5)
Revenue from product sales		4,501			4,501
Cost of sales		(3,362)			(3,362)
Loss on non-hedge derivatives and other commodity contracts		(6)			(6)
Gross profit	—	1,133	—	—	1,133
Corporate administration, marketing and related expenses		(79)			(79)
Exploration and evaluation costs		(205)			(205)
Impairment, derecognition of assets and loss on disposal		(304)			(304)
Other expenses		(26)	(396)	(47)	(469)
Operating profit	—	519	(396)	(47)	76
Interest income		81			81
Foreign exchange and fair value adjustments		(128)			(128)
Finance costs and unwinding of obligations		(149)			(149)
Share of associates and joint ventures’ profit		166			166
Profit (loss) before taxation	—	489	(396)	(47)	46
Taxation		(173)			(173)
Profit (loss) for the year		316	(396)	(47)	(127)
Allocated as follows:
Equity shareholders		297	(396)	(47)	(146)
Non-controlling interests		19			19
	—	316	(396)	(47)	(127)
Basic profit (loss) per ordinary share (US cents) (a)		71			(35)
Diluted profit (loss) per ordinary share (US cents) (b)		71			(35)

(a)	Calculated on the basic weighted average number of ordinary shares.

(b)	Calculated on the diluted weighted average number of ordinary shares.

Annexure C (continued)

US Dollar million	AGA plc	AGA before the Reorganisation(1)	Tax consequences(3)	Transaction costs(4)	AGA plc post the Reorganisation(5)
The profit attributable to equity shareholders has been adjusted by the following to arrive at headline earnings:
Profit attributable to equity shareholders		297	(396)	(47)	(146)
Impairment loss on investment in joint venture		1			1
Impairment on property, plant and equipment and right of use asset		304			304
Taxation on impairment on property, plant and equipment and right of use asset		(58)			(58)
Derecognition of assets		4			4
Profit on disposal of tangible assets		(4)			(4)
Headline earnings	—	544	(396)	(47)	101
Headline earnings per ordinary share (US cents)		129			24
Diluted headline earnings per ordinary share (US cents)		129			24
Number of shares (2)
Ordinary shares		418,260,476			418,260,476
Fully vested options		1,936,586			1,936,586
Weighted average number of shares	—	420,197,062	—	—	420,197,062
Dilutive potential of share options		672,804			672,804
Dilutive number of ordinary shares	—	420,869,866	—	—	420,869,866

US Dollar million	AGA plc	AGA before the Reorganisation(1)	Tax consequences(3)	Transaction costs(4)	AGA plc post the Reorganisation(5)
Profit (loss) for the year		316	(396)	(47)	(127)
Items that will be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations		(27)			(27)
Items that will not be reclassified subsequently to profit or loss:
Exchange differences on translation of non-foreign operations		(1)			(1)
Net loss on equity investments		(50)			(50)
Actuarial loss recognised		(10)			(10)
Deferred taxation thereon		14			14
	—	(47)	—	—	(47)
Other comprehensive loss for the year, net of tax		(74)	—	—	(74)
Total comprehensive income (loss) for the year, net of tax	—	242	(396)	(47)	(201)
Allocated as follows:
Equity shareholders		223	(396)	(47)	(220)
Non-controlling interests		19			19
	—	242	(396)	(47)	(201)

(1)

The financial information in the “AGA before the Reorganisation” column has been extracted without adjustment from the audited annual financial statements of AGA at 31 December 2022. The annual financial statements of AGA were audited by Ernst & Young Inc. who issued an unqualified audit report on 15 March 2023. The AGA annual financial statements were published on 17 March 2023 and can be accessed at (https://www.anglogoldashanti.com/investors/reporting/annual-reports/).

(2)

Under the Reorganisation, AGA plc will acquire all the Scheme Shares, being all the AGA Shares (including AGA Shares represented by AGA ADSs), from the Scheme Participants. The Scheme Participants will receive AGA plc Shares in exchange for their Scheme Shares in accordance with the Entitlement Ratio, being 1 (one) AGA plc Share for every 1 (one) AGA Share held by a Scheme Participant on the Reorganisation Consideration Record Date, with no entitlement to cash. This adjustment reflects the issue of 418,600,473 AGA plc shares in exchange for the same amount of AGA shares in issue on 31 December 2022. For purposes of the per share calculations, the weighted average number of shares is adjusted to include the weighted average number of shares that were issued by AGA during the year ended 31 December 2022. Accordingly, the pro forma adjustments have no impact on the overall number of issued shares as the exchange ratio is a one for one exchange of shares with no entitlement to cash.

(3)

The acquisition of AGA, by AGA plc, does not represent a business combination as defined by IFRS 3 Business Combinations (“IFRS 3”). This is because neither party to the Reorganisation can be identified as an accounting acquirer in the Reorganisation, and post the implementation there is no change of economic substance or ownership in the group. The existing AGA Shareholders will have the same commercial and economic interest as they have prior to the implementation of the Reorganisation and no additional new ordinary shares of AGA will be issued as part of the Reorganisation. The consolidated financial statements of AGA will therefore reflect that the arrangement is in substance a continuation of the existing AGA group. AGA plc’s comparative information will be presented as if the Reorganisation had occurred before the start of the earliest period presented. The tax consequences as calculated based on current legislation, of $396 million, is made up of Australian landholder duty amounting to $58 million and South African dividend withholding taxes amounting to $338 million and will not have a continuing effect on the pro forma income statement. The tax consequences are largely tied to factors such as the fair market value of AGAH (which in turn is related to, and driven by factors similar to that which determine, AGA’s market capitalisation) and the ZAR/USD exchange rate, in each case on the Operative Date, to be approximately $396 million, as calculated based on current legislation, an assumed market capitalisation of AGA of ZAR 186,115 million, an AGA share price of ZAR 444 per share and a ZAR/USD exchange rate of R18.19/US$1. The securities transfer tax of $26 million that arises as a consequence of the Reorganisation is classified as an equity transaction and as such it is accounted for as a deduction from equity. Accordingly the securities transfer tax has no impact on profit for the period.

(4)

Transaction costs directly attributable to the Reorganisation have been expensed. Estimated transaction costs are $60 million, of which $13 million has been expensed during 2022. This adjustment will not have a continuing effect on the pro forma income statement and is attributable to the owners of AGA plc.

(5)	The “AGA plc post the Reorganisation” column reflects the pro forma income statement for the year ended 31 December 2022 after the pro forma effects of the Reorganisation.

US Dollar million	AGA plc	AGA before the Reorganisation (1)(2)	Adjustments relating to the Reorganisation (2)(5)	Transaction costs (3)	AGA plc post the Reorganisation (4)
ASSETS
Non-current assets
Tangible assets		4,209			4,209
Right of use assets		156			156
Intangible assets		106			106
Investments in associates and joint ventures		1,100			1,100
Other investments		3			3
Inventories		5			5
Trade, other receivables and other assets		231			231
Reimbursive rights related to post-retirement benefits		12			12
Derivatives		—			—
Deferred taxation		72			72
Cash restricted for use		33			33
	—	5,927	—	—	5,927
Current assets
Inventories		773			773
Trade, other receivables and other assets		237			237
Cash restricted for use		27			27
Cash and cash equivalents		1,108			1,108
	—	2,145	—	—	2,145
Total assets	—	8,072	—	—	8,072
EQUITY AND LIABILITIES
Share capital and premium		7,239	(5,380)		1,859
Reorganisation reserve		—	5,380		5,380
Accumulated losses and other reserves		(3,139)	(422)	(47)	(3,608)
Shareholders’ equity	—	4,100	(422)	(47)	(3,631)
Non-controlling interests		34			34
Total equity	—	4,134	(422)	(47)	3,665
Non-current liabilities
Borrowings		1,965			1,965
Lease liabilities		102			102
Environmental rehabilitation and other provisions		634			634
Provision for pension and post-retirement benefits		71			71
Trade, other payables and provisions		7			7
Deferred taxation		300			300
	—	3,079	—	—	3,079

US Dollar million	AGA plc	AGA before the Reorganisation (1)(2)	Adjustments relating to the Reorganisation (2)(5)	Transaction costs (3)	AGA plc post the Reorganisation (4)
Current liabilities
Borrowings		18			18
Lease liabilities		84			84
Trade, other payables and provisions (5)		710	422	47	1,179
Taxation		45			45
Bank overdraft		2			2
	—	859	422	47	1,328
Total liabilities	—	3,938	422	47	4,407
Total equity and liabilities	—	8,072	—	—	8,072
NAV		4,134	(422)	(47)	3,665
NTAV		3,952	(422)	(47)	3,483
NAV per share (US cents)		987.58			875.54
NTAV per share (US cents)		944.10			832.06
Number of shares issued (‘000)		418,600,473			418,600,473

(1)

The financial information in the “AGA before the Reorganisation” column has been extracted without adjustment from the audited annual financial statements of AGA at 31 December 2022. The annual financial statements of AGA were audited by Ernst & Young Inc. who issued an unqualified audit report on 15 March 2023. The AGA annual financial statements were published on 17 March 2023 and can be accessed at (https://www.anglogoldashanti.com/investors/reporting/annual-reports/).

(2)

Under the Reorganisation, AGA plc will acquire all the Scheme Shares, being all the AGA Shares (including AGA Shares represented by AGA ADSs), from the Scheme Participants. The Scheme Participants will receive AGA plc Shares in exchange for their Scheme Shares in accordance with the Entitlement Ratio, being 1 (one) AGA plc Share for every 1 (one) AGA Share held by a Scheme Participant on the Reorganisation Consideration Record Date, with no entitlement to cash.

(3)

Transaction costs directly attributable to the Reorganisation of $13 million have been expensed to 31 December 2022. Total estimated transaction costs are $60 million. The adjustment of $47 million, being the balance of estimated costs to be incurred, will not have a continuing effect on the pro forma income statement and is attributable to the owners of AGA plc.

(4)	The “AGA plc post the Reorganisation” column reflects the pro forma condensed consolidated statement of financial position at 31 December 2022 after the pro forma effects of the Reorganisation.

(5)

The Reorganisation adjustment results in an increase in the current balance of “Trade, other payables and provisions” by $422 million of tax consequences. The tax consequences as calculated based on current legislation, of $422 million is made up of Australian landholder duty amounting to $58 million, South African securities transfer taxes amounting to $26 million, and South African dividend withholding taxes amounting to $338 million.

(6)	Net tangible asset value (NTAV) was calculated using the SAICA guide on pro forma financial information and is summarised as follows:

US Dollar million	AGA plc	AGA before the Reorganisation	AGA plc post the Reorganisation
Net asset value (NAV)	—	4,134	3,665
Less: Goodwill	—	(105)	(105)
Less: Deferred taxation	—	(72)	(72)
Less: Exploration and evaluation assets	—	(5)	(5)
NTAV	—	3,952	3,483

Annexure D

THE INDEPENDENT REPORTING ACCOUNTANT’S ASSURANCE REPORT ON THE PRO FORMA FINANCIAL INFORMATION

	EY	Ernst & Young Incorporated
	102 Rivonia Road	Co. Reg. No. 2005/002308/21
	Sandton	Tel: +27 (0) 11 772 3000
	Private Bag X14	Fax: +27 (0) 11 772 4000
	Sandton	Docex 123 Randburg
	2145	ey.com

Annexure D (continued)

●	The related pro forma adjustments give appropriate effect to those criteria; and

●

The Pro forma Financial Information reflects the proper application of those adjustments to the unadjusted financial information. Our procedures selected depend on our judgement, having regard to our understanding of the nature of the Group, the corporate action or event in respect of which the Pro forma Financial Information has been compiled, and other relevant engagement circumstances.

Annexure E

INFORMATION ON AGA DIRECTORS

●	Compagnie Financière Richemont S.A (current)

●	Standard Chartered Plc (current)

●	Standard Chartered Bank Plc (current)

●	Public Investment Corporation SOC Limited (resigned/retired)

●	Saudi British Bank (resigned/retired)

●	Absa Group Limited (resigned/retired)

●	Growthpoint Properties Ltd (current)

●	V&A Waterfront Holdings (Pty) Ltd and Subsidiaries (current)

●	MTN Nigeria Communications Plc (current)

●	Rapid African Energy (Pty) Ltd (resigned/retired)

●	Edcon Group (resigned/retired)

●	MTN Dubai Ltd (resigned/retired)

●	Rapid African Energy Zambia (resigned/retired)

●	RAE Zambia Ltd (resigned/retired)

●	MTN Cameroon (resigned/retired)

●	MTN Yemen (resigned/retired)

●	Orica Limited (resigned/retired)

●	Rio Tinto Alcan Inc. (resigned/retired)

●	Rio Tinto Alcan Fund Inc. (resigned/retired)

●	Rio Tinto Japan Limited (resigned/retired)

●	Rio Tinto Pte Limited (resigned/retired)

●	Rio Tinto Global Employment Company Pte Limited (resigned/retired)

●	African Mining Vision Resources Partners (current)

●	Harbour Energy Plc (current)

●	Johnson Matthey Plc (resigned/retired)

●	Croda International Plc (resigned/retired)

●	Marshall Motors Holdings Plc (resigned/retired)

●	Lithium Americas Corporation (current)

●	Star Royalties Ltd (current)

●	Rexel Group (current)

●	Bessemer Trust (US) (current)

●	Barclays International (resigned/retired)

●	Barclays Bank Plc (resigned/retired)

●	SP+ Corporation (current)

●	PDC Energy Inc. (current)

●	Vmo Aircraft Leasing (resigned/retired)

●	Emera Inc. (current)

●	Nutrien Inc. (resigned/retired)

Annexure F

SECTION 115 – REQUIRED APPROVAL FOR THE TRANSACTIONS CONTEMPLATED IN PART A OF CHAPTER 5 OF THE COMPANIES ACT

(1)

Despite section 65, and any provision of a company’s Memorandum of Incorporation, or any resolution adopted by its board or holders of its securities, to the contrary, a company may not dispose of, or give effect to an agreement or series of agreements to dispose of, all or the greater part of its assets or undertaking, implement an amalgamation or a merger, or implement a scheme of arrangement, unless –

(a)

the disposal, amalgamation or merger, or scheme of arrangement –

(i)

has been approved in terms of this section; or

(ii)

is pursuant to or contemplated in an approved business rescue plan for that company, in terms of Chapter 6; and

(b)

to the extent that Parts B and C of this Chapter, and the Companies Regulations, apply to a company that proposes to –

(i)

dispose of all or the greater part of its assets or undertaking;

(ii)

amalgamate or merge with another company; or

(iii)

implement a scheme of arrangement,

(2)	A proposed transaction contemplated in subsection (1) must be approved –

(a)

by a special resolution adopted by persons entitled to exercise voting rights on such a matter, at a meeting called for that purpose and at which sufficient persons are present to exercise, in aggregate, at least 25% of all of the voting rights that are entitled to be exercised on that matter, or any higher percentage as may be required by the company’s Memorandum of Incorporation, as contemplated in section 64(2); and

(b)

by a special resolution, also adopted in the manner required by paragraph (a), by the shareholders of the company’s holding company if any, if –

(i)

the holding company is a company or an external company;

(ii)

the proposed transaction concerns a disposal of all or the greater part of the assets or undertaking of the subsidiary; and

(iii)

having regard to the consolidated financial statements of the holding company, the disposal by the subsidiary constitutes a disposal of all or the greater part of the assets or undertaking of the holding company; and

(c)

by the court, to the extent required in the circumstances and manner contemplated in subsections (3) to (6).

(3)	Despite a resolution having been adopted as contemplated in subsections (2) (a) and (b), a company may not proceed to implement that resolution without the approval of a court if –

(a)

the resolution was opposed by at least 15% of the voting rights that were exercised on that resolution and, within five business days after the vote, any person who voted against the resolution requires the company to seek court approval; or

(b)

the court, on an application within 10 business days after the vote by any person who voted against the resolution, grants that person leave, in terms of subsection (6), to apply to a court for a review of the transaction in accordance with subsection (7).

(4)	For the purposes of subsections (2) and (3), any voting rights controlled by an acquiring party, a person related to an acquiring party, or a person acting in concert with either of them, must not be included in calculating the percentage of voting rights –

(a)

required to be present, or actually present, in determining whether the applicable quorum requirements are satisfied; or

(b)

required to be voted in support of a resolution, or actually voted in support of the resolution. (4A) In subsection (4), ‘act in concert’ has the meaning set out in section 117 (1) (b).

(5)	If a resolution requires approval by a court as contemplated in terms of subsection (3) (a), the company must either –

(a)

within 10 business days after the vote, apply to the court for approval, and bear the costs of that application; or

(b)

treat the resolution as a nullity.

(6)	On an application contemplated in subsection (3)(b), the court may grant leave only if it is satisfied that the applicant-

(a)

is acting in good faith;

(b)

appears prepared and able to sustain the proceedings; and

(c)

has alleged facts which, if proved, would support an order in terms of subsection (7).

(7)	On reviewing a resolution that is the subject of an application in terms of subsection (5) (a), or after granting leave in terms of subsection (6), the court may set aside the resolution only if –

(a)

the resolution is manifestly unfair to any class of holders of the company’s securities; or

(b)

the vote was materially tainted by conflict of interest, inadequate disclosure, failure to comply with the Act, the Memorandum of Incorporation or any applicable rules of the company, or other significant and material procedural irregularity.

(8)	The holder of any voting rights in a company is entitled to seek relief in terms of section 164 if that person –

(a)

notified the company in advance of the intention to oppose a special resolution contemplated in this section; and

(b)

was present at the meeting and voted against that special resolution.

(9)	If a transaction contemplated in this Part has been approved, any person to whom assets are, or an undertaking is, to be transferred, may apply to a court for an order to effect –

(a)

the transfer of the whole or any part of the undertaking, assets and liabilities of a company contemplated in that transaction;

(b)

the allotment and appropriation of any shares or similar interests to be allotted or appropriated as a consequence of the transaction;

(c)

the transfer of shares from one person to another;

(d)

the dissolution, without winding-up, of a company, as contemplated in the transaction;

(e)

incidental, consequential and supplemental matters that are necessary for the effectiveness and completion of the transaction; or

(f)

any other relief that may be necessary or appropriate to give effect to, and properly implement, the amalgamation or merger.

Annexure G

SECTION 164 – DISSENTING SHAREHOLDERS’ APPRAISAL RIGHTS

(1)	This section does not apply in any circumstances relating to a transaction, agreement or offer pursuant to a business rescue plan that was approved by shareholders of a company, in terms of section 152.

(2)	If a company has given notice to shareholders of a meeting to consider adopting a resolution to –

(a)

amend its Memorandum of Incorporation by altering the preferences, rights, limitations or other terms of any class of its shares in any manner materially adverse to the rights or interests of holders of that class of shares, as contemplated in section 37(8); or

(b)

enter into a transaction contemplated in section 112, 113, or 114, that notice must include a statement informing shareholders of their rights under this section.

(3)	At any time before a resolution referred to in subsection (2) is to be voted on, a dissenting shareholder may give the company a written notice objecting to the resolution.

(4)	Within 10 business days after a company has adopted a resolution contemplated in this section, the company must send a notice that the resolution has been adopted to each shareholder who –

(a)

gave the company a written notice of objection in terms of subsection (3); and

(b)

has neither –

(i)

withdrawn that notice; or

(ii)

voted in support of the resolution.

(5)	A shareholder may demand that the company pay the shareholder the fair value for all of the shares of the company held by that person if –

(a)

the shareholder –

(i)

sent the company a notice of objection, subject to subsection (6); and

(ii)

in the case of an amendment to the company’s Memorandum of Incorporation, holds shares of a class that is materially and adversely affected by the amendment;

(b)

the company has adopted the resolution contemplated in subsection (2); and

(c)

the shareholder –

(i)

voted against that resolution; and

(ii)

has complied with all of the procedural requirements of this section.

(6)	The requirement of subsection (5) (a) (i) does not apply if the company failed to give notice of the meeting, or failed to include in that notice a statement of the shareholders rights under this section.

(7)	A shareholder who satisfies the requirements of subsection (5) may make a demand contemplated in that subsection by delivering a written notice to the company within –

(a)

20 business days after receiving a notice under subsection (4); or

(b)

if the shareholder does not receive a notice under subsection (4), within 20 business days after learning that the resolution has been adopted.

(8)	A demand delivered in terms of subsections (5) to (7) must also be delivered to the Panel, and must state –

(a)

the shareholder’s name and address;

(b)

the number and class of shares in respect of which the shareholder seeks payment; and

(c)

a demand for payment of the fair value of those shares.

(9)	A shareholder who has sent a demand in terms of subsections (5) to (8) has no further rights in respect of those shares, other than to be paid their fair value, unless-

(a)

the shareholder withdraws that demand before the company makes an offer under subsection (11), or allows an offer made by the company to lapse, as contemplated in subsection (12)(b);

(b)

the company fails to make an offer in accordance with subsection (11) and the shareholder withdraws the demand; or

(c)

the company, by a subsequent special resolution, revokes the adopted resolution that gave rise to the shareholder’s rights under this section.

(10)	If any of the events contemplated in subsection (9) occur, all of the shareholder’s rights in respect of the shares are reinstated without interruption.

(11)	Within five business days after the later of-

(a)

the day on which the action approved by the resolution is effective;

(b)

the last day for the receipt of demands in terms of subsection (7) (a); or

(c)

the day the company received a demand as contemplated in subsection (7) (b),

(12)	Every offer made under subsection (11) –

(a)

in respect of shares of the same class or series must be on the same terms; and

(b)

lapses if it has not been accepted within 30 business days after it was made.

(13)	If a shareholder accepts an offer made under subsection (12) –

(a)

the shareholder must either in the case of –

(i)

shares evidenced by certificates, tender the relevant share certificates to the company or the company’s transfer agent; or

(ii)

uncertificated shares, take the steps required in terms of section 53 to direct the transfer of those shares to the company or the company’s transfer agent; and

(b)

the company must pay that shareholder the agreed amount within 10 business days after the shareholder accepted the offer and –

(i)

tendered the share certificates; or

(ii)

directed the transfer to the company of uncertificated shares.

(14)	A shareholder who has made a demand in terms of subsections (5) to (8) may apply to a court to determine a fair value in respect of the shares that were the subject of that demand, and an order requiring the company to pay the shareholder the fair value so determined, if the company has –

(a)

failed to make an offer under subsection (11); or

(b)

made an offer that the shareholder considers to be inadequate, and that offer has not lapsed.

(15)	On an application to the court under subsection (14) –

(a)

all dissenting shareholders who have not accepted an offer from the company as at the date of the application must be joined as parties and are bound by the decision of the court;

(b)

the company must notify each affected dissenting shareholder of the date, place and consequences of the application and of their right to participate in the court proceedings; and

(c)

the court –

(i)

may determine whether any other person is a dissenting shareholder who should be joined as a party;

(ii)

must determine a fair value in respect of the shares of all dissenting shareholders, subject to subsection (16);

(iii)

in its discretion may –

(aa)

appoint one or more appraisers to assist it in determining the fair value in respect of the shares; or

(bb)

allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective, until the date of payment;

(iv)

may make an appropriate order of costs, having regard to any offer made by the company, and the final determination of the fair value by the court; and

(v)

must make an order requiring –

(aa)

the dissenting shareholders to either withdraw their respective demands or to comply with subsection (13) (a); and

(bb)

the company to pay the fair value in respect of their shares to each dissenting shareholder who complies with subsection (13) (a), subject to any conditions the court considers necessary to ensure that the company fulfils its obligations under this section.

(15A)

At any time before the court has made an order contemplated in subsection (15) (c) (v), a dissenting shareholder may accept the offer made by the company in terms of subsection (11), in which case –

(a)

that shareholder must comply with the requirements of subsection (13) (a); and

(b)

the company must comply with the requirements of subsection (13) (b).

(16)	The fair value in respect of any shares must be determined as at the date on which, and time immediately before, the company adopted the resolution that gave rise to a shareholder’s rights under this section.

(17)	If there are reasonable grounds to believe that compliance by a company with subsection (13)(b), or with a court order in terms of subsection (15)(c)(v)(bb), would result in the company being unable to pays its debts as they fall due and payable for the ensuing 12 months –

(a)

the company may apply to a court for an order varying the company’s obligations in terms of the relevant subsection; and

(b)

the court may make an order that –

(i)

is just and equitable, having regard to the financial circumstances of the company; and

(ii)

ensures that the person to whom the company owes money in terms of this section is paid at the earliest possible date compatible with the company satisfying its other financial obligations as they fall due and payable.

(18)

If the resolution that gave rise to a shareholder’s rights under this section authorised the company to amalgamate or merge with one or more other companies, such that the company whose shares are the subject of a demand in terms of this section has ceased to exist, the obligations of that company under this section are obligations of the successor to that company resulting from the amalgamation or merger.

(19)	For greater certainty, the making of a demand, tendering of shares and payment by a company to a shareholder in terms of this section do not constitute a distribution by the company, or an acquisition of its shares by the company within the meaning of section 48, and therefore are not subject to –

(a)

the provisions of that section; or

(b)

the application by the company of the solvency and liquidity test set out in section 4.

(20)	Except to the extent –

(a)

expressly provided in this section; or

(b)

that the Panel rules otherwise in a particular case,

Annexure H

TAX IMPLICATIONS FOR AGA SHAREHOLDERS

●	a bank or other financial institution;

●	a tax-exempt organisation;

●	a real estate investment trust or real estate mortgage investment conduit;

●	an entity or arrangement classified as a partnership for U.S. federal income tax purposes or other pass-through entity such as a subchapter S corporation (or an investor in such an entity or arrangement);

●	an insurance company;

●	a regulated investment company;

●	a dealer or broker in stocks and securities, or currencies;

●	a trader in securities that elects mark-to-market treatment;

●	a person subject to the alternative minimum tax;

●	a person that received shares through the exercise of an employee stock option, through a tax qualified retirement plan or otherwise as compensation;

●	a person that owns or has owned directly, indirectly or constructively, 10 percent (10%) or more of the voting stock of AGA prior to the Reorganisation;

●	a person that holds AGA Ordinary Shares, AGA ADSs or NewCo Ordinary Shares as part of a straddle, a hedge, constructive sale, conversion or other integrated transaction;

●	a person that acquires or sells AGA Ordinary Shares, AGA ADSs or NewCo Ordinary Shares as part of a wash sale for tax purposes;

●	a person that acquires AGA Ordinary Shares, AGA ADSs or NewCo Ordinary Shares pursuant to the exercise of an employee stock option or otherwise as compensation;

●	a U.S. Shareholder (as defined below) whose functional currency is not the U.S. dollar; or

●	a U.S. expatriate.

1.	a citizen or resident of the United States;

2.	a corporation, or any entity treated as a corporation, created or organised under the laws of the United States or any of its political subdivisions;

3.	an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

4.

a trust that (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust or (ii) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

Annexure H (continued)

1.

the gain is “effectively connected” with your conduct of a trade or business in the United States, and the gain is attributable to a permanent establishment that you maintain in the United States if that is required by an applicable income tax treaty as a condition for subjecting you to United States taxation on a net income basis, or

2.	you are an individual, you are present in the United States for 183 or more days in the taxable year of the sale and certain other conditions exist.

Annexure H (continued)

●	charities;

●

trustees;

●	persons carrying on certain financial activities (including market makers, brokers, dealers in securities, intermediaries and persons connected with depository arrangements or clearance services);

●	persons who have or could be treated for tax purposes as having acquired their AGA Issued Shares or NewCo Ordinary Shares (as applicable), by reason of their employment or as carried interest;

●	persons connected with AGA or NewCo;

●	collective investment schemes;

●	persons subject to U.K. tax on the remittance basis; and

●	insurance companies.

Annexure H (continued)

1.	a natural person who is ordinarily resident in South Africa;

2.

not ordinarily resident in South Africa but physically present in South Africa for a period exceeding (i) ninety-one days in aggregate during the current year as well as for a period exceeding ninety-one days in aggregate during each of the five preceding years and (ii) for a period exceeding nine hundred and fifteen days in aggregate during those five preceding years of assessment;

3.	an entity which is incorporated, established or formed in South Africa; or

4.	an entity which has its place of effective management in South Africa.

Annexure H (continued)

1.	a company which is tax resident in South Africa;

2.	a public benefit organization approved in terms of section 30(3) of the ITA;

3.	a mining rehabilitation trust in compliance with section 37A of the ITA;

4.	an institution, board, or body established by or under any law in compliance with section 10(1)(cA) of the ITA;

5.	a pension fund, provident fund and medical schemes in compliance with section 10(1)(d) of the ITA;

6.	a portfolio of collective investment schemes in securities;

7.	a person (being natural person, company or trust) to the extent that the dividend constitutes income of that person for South African income tax purposes;

8.	a fidelity or indemnity fund as contemplated in section 10(1)(d)(iii) of the ITA; or

9.	a small business funding entity as contemplated in section 10(1)(cQ) of the ITA.

Annexure I

EXTRACT OF THE EXCHANGE CONTROL REGULATIONS

14.(1)

No person shall, without permission granted by the Treasury or a person authorised by the Treasury and in accordance with such conditions as the Treasury or such authorised person may impose –

(a)

acquire or dispose of in any way any controlled security;

(b)

act as nominee for a non-resident or appoint a non-resident as nominee in respect of any dealings in securities;

(c)

make any entry in a security register which involves the transfer of a security into or out of the name of a non-resident;

(d)

change an address of a non-resident in any security register except a change to an address in the same monetary area as that currently recorded in the register;

(e)

enter in a security register or do any act with intent to secure the entry in such register of an address in the Republic if he knows or has reason to believe that the purchaser of the security is a non-resident or that a non-resident has an interest in the security;

(f)

transfer a security owned by a non-resident, or in which a non-resident has an interest from a United Kingdom register or from the London section of a register to a South African register or section of a South African register.

(b)

The securities submitted in terms of paragraph (a) must be accompanied by a list giving the following particulars: –

(i)

Full name and country of residence of owner or person interested in the securities, together with a signed declaration by the holder that to the best of his knowledge, the owner or interested person is actually resident in the country stated.

(ii)

Name of company or body which issued the securities.

(iii)

Total number of securities.

(iv)

Full name and residential address of person in possession of the securities or who has the securities in his custody.

(3)	For the purpose of this regulation –

(a)

“controlled security” means –

(i)

any security which is registered in the name of a non-resident, or of which a non-resident is the owner, or in which a non-resident has an interest;

(ii)

any security acquired from a non-resident or acquired outside the Republic, by any person, irrespective of the residence of such person;

(b)

“non-resident” means a person resident outside the Republic;

(c)

“nominee” means a person through whose agency all or any of the rights of the owner of a security are exercised.

●	receive notice of the Shareholders’ Meeting (being the date on which an AGA Shareholder must be registered in the AGA Register in order to receive notice of the Shareholders’ Meeting), which date is Friday, 30 June 2023; and

●	participate in and vote at the Shareholders’ Meeting (being the date on which an AGA Shareholder must be registered in the AGA Register in order to participate in and vote at the Shareholders’ Meeting), which date is Friday, 11 August 2023, being the Voting Record Date.

●	are Certificated AGA Shareholders; or

●	are Dematerialised AGA Shareholders with “own name” registration.

Annexure J (continued)

(i)	Special Resolution Number 1 and/or Special Resolution Number 2 being approved by the AGA Shareholders; and

(ii)

any Reorganisation Condition not being fulfilled or, to the extent permitted by applicable law and the Implementation Agreement, waived, or the AGAH Sale or the Scheme (as the case may be) has otherwise lapsed or failed or the AGAH Sale or the Scheme (as the case may be) is terminated or cancelled, then:

(i)	each of Special Resolution Number 1 and Special Resolution Number 2 be and is revoked with effect from the date of the announcement by AGA that the Reorganisation will not be continued or pursued any further, including as contemplated in Section 164(9)(c) of the Companies Act; and

(ii)

each Dissenting AGA Shareholder which has, pursuant to the adoption of the revoked Special Resolution Number 1 and/or and Special Resolution Number 2, sent a demand to the Company in terms of Sections 164(5) to (8) of the Companies Act to be paid the fair value of its AGA Ordinary Shares, shall cease to have, and be deemed not to have had, any right, pursuant to the adoption of the revoked Special Resolution Number 1 and/or Special Resolution Number 2, to be paid under Section 164 of the Companies Act.”

(i)	revoke Special Resolution Number 1 and Special Resolution Number 2, being the resolutions which gave rise to the Appraisal Rights exercised by the Dissenting AGA Shareholders; and

(ii)	reinstate the rights attaching to the AGA Ordinary Shares held by the Dissenting AGA Shareholders and absolve AGA from its obligation to purchase the AGA Ordinary Shares held by the Dissenting AGA Shareholders for fair value.

●	gave the Company a written notice of objection as contemplated above; and

●	has not withdrawn that notice and has voted against Special Resolution Number 1 and/or Special Resolution Number 2 (as applicable).

●	the AGA Shareholder has sent the Company a written notice of objection as contemplated above;

●	the Company has adopted Special Resolution Number 1 and Special Resolution Number 2; and

●	the AGA Shareholder voted against Special Resolution Number 1 and/or Special Resolution Number 2 (as applicable) and has complied with all of the procedural requirements of Section 164 of the Companies Act.

Date	Friday, 18 August 2023
Venue	The Platform hosted by TMS – further details of which will be provided to the AGA Shareholders upon making contact with TMS
Timing	The Shareholders’ Meeting will start promptly at 2:00 p.m. (South Africa Standard Time)
Admission	AGA Shareholders and others attending the Shareholders’ Meeting are asked to register with TMS by not later than 2:00 p.m. (South Africa Standard Time) on Friday, 4 August 2023. AGA Shareholders and proxies are required to provide proof of identity to TMS prior to being granted access to the Platform by TMS
Electronic participation	Every AGA Shareholder may only Participate in the Shareholders’ Meeting through electronic communication by making use of the Platform
Enquiries and questions	AGA Shareholders who intend to ask questions related to the business of the Shareholders’ Meeting or on related matters are asked to furnish their name, address and question/s to TMS, which will be available to provide any advice and assistance required
Queries about the Shareholders’ Meeting	If you have any queries about the Shareholders’ Meeting, please telephone any of the contact names listed on the inside back cover

FORM OF PROXY

I/We (Full name in block letters)

of (address)

Telephone number

Cellphone number

E-mail address

1.			or failing him/her
2.			or failing him/her
3.		the chairman of the Shareholders’ Meeting.

	For	Against	Abstain
Special Resolution Number 1 – Approval of the AGAH Sale
Special Resolution Number 2 – Approval of the Scheme
Special Resolution Number 3 – Revocation of Special Resolution Number 1 and Special Resolution Number 2 if the Reorganisation does not become unconditional or is not continued
Ordinary Resolution Number 1 – Directors’ authority

Place an “X” in the appropriate box to indicate your vote – see note 2.   Every person entitled to vote who is present at the Shareholders’ Meeting or its proxy shall be entitled to:   (a)  on a show of hands, one vote, irrespective of the number of AGA Ordinary Shares such person holds or represents, provided that a proxy shall irrespective of the number of shareholders he/she represents, have only one vote;   (b) on a vote by poll, one vote for each AGA Ordinary Share such person holds or represents.   A proxy may not delegate his/her authority to act on his/her behalf to another person (see note 4).   This proxy form will lapse and cease to be of force and effect immediately after the Shareholders’ Meeting of the Company and any adjournment(s) thereof, unless it is revoked earlier (as to which see notes 12 and 13).

Signed at   ___________________ on _______________________________   2023   Name in block letters               ____________________________________________________________ Signature               ____________________________________________________________ Assisted by me (where applicable)          ____________________________________________________________

1.   A signatory to this form of proxy may insert the name of a proxy or the name of an alternative proxy of the signatory’s choice in the blank spaces provided with or without deleting “the chairman of the Shareholders’ Meeting, but any such deletion must be signed in full by the signatory. Any deletion not complying with the foregoing will be deemed not to have been validly effected. The person present at the Shareholders’ Meeting whose name appears first on the list of names overleaf, shall be the validly appointed proxy for the shareholder at the Shareholders’ Meeting.   2.   Please insert an “X” in the relevant space according to how you wish your votes to be cast. However, if you wish to cast your votes in respect of a lesser number of shares than you own in the company, insert the number of shares held in respect of which you wish to vote. A shareholder or the proxy is not obliged to use all the votes exercisable by the shareholder or by the proxy, or to cast all those votes in the same way, but the total of votes exercised, and in respect whereof abstention is directed, may not exceed the total of the votes exercisable by the shareholder or the proxy. Failure to comply with the above or to provide voting instructions or the giving of contradictory instructions will be deemed to authorise the proxy to vote or abstain from voting at the Shareholders’ Meeting as he/she deems fit in respect of all the shareholder’s votes exercisable at the Shareholders’ Meeting. If the shareholding is not indicated in the form of proxy, the proxy will be deemed to be authorised to vote the total shareholding registered in the shareholder’s names.   3.   A proxy appointment must be in writing, dated and signed by the holder appointing the proxy or proxies.   4.   A proxy may not delegate his/her authority to act on behalf of the shareholder, to another person.   5.   A vote given in terms of an instrument of proxy shall be valid in relation to the Shareholders’ Meeting notwithstanding the death, insanity or other legal disability of the person granting it, or the revocation of the proxy, or the transfer of the shares in respect of which the proxy is given, unless notice as to any of the aforementioned matters shall have been received by the share registrars not less than twenty-four hours before the commencement of the Shareholders’ Meeting, or at any adjournment thereof. 6.   Any alteration or correction made to this form of proxy must be signed in full and not initialled by the signatory.   7.   Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this form of proxy unless previously recorded by the share registrars of the company in South Africa or Ghana.   8.   A minor must be assisted by his/her parent/guardian unless the relevant documentary evidence establishing his/her legal capacity is attached to this form of proxy or has been previously recorded by the share registrar’s of the company in South Africa or Ghana.

9.   When there are joint holders of shares and if more than one such joint shareholder present or represented then the person whose name appears first in the securities register in respect of such shares or his / her proxy, as the case may be, shall alone be entitled to vote in respect thereof.   10. The completion and lodging of this form of proxy will not preclude the shareholder who grants the proxy from attending the Shareholders’ Meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such shareholder wish to do so.   11. The chairman of the Shareholders’ Meeting may reject or accept any form of proxy which is completed and/or received otherwise than in accordance with these notes, provided that he/she, in the event of acceptance, is satisfied as to the manner in which the shareholder concerned wishes to vote.   12. The appointment of a proxy or proxies:   12.1.   is suspended at any time and to the extent that the shareholder chooses to act directly and in person in the exercise of any right as a shareholder at the Shareholders’ Meeting;   12.2.   is revocable in which case a shareholder may revoke the proxy appointment by:   12.2.1.     cancelling it in writing or making a later inconsistent appointment of a proxy; and   12.2.2.     delivering a copy of the revocation instrument to the proxy and to the company.   13. The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy’s authority to act on behalf of the shareholder as of the later of:   13.1.  the date stated in the revocation instrument, if any;           or   13.2.  the date on which the revocation instruments was           delivered to the proxy and the company as           aforesaid.   14. It is requested that completed forms of proxy should be returned to one of the undermentioned addresses no later than 2:00 p.m. (South Africa Standard Time) on Wednesday, 16 August 2023. Any forms of proxy not lodged by this time may be sent to Computershare Investor Services before the conclusion of the meeting.           Computershare Investor Services Proprietary Limited Rosebank Towers, 15 Biermann Avenue, Rosebank Johannesburg 2196 Private Bag X9000, Saxonwold, 2132, South Africa E-mail: proxy@computershare.co.za

FORM OF SURRENDER AND TRANSFER

1.	This form is only for use in respect of the Reorganisation.

2.	Full details of the Reorganisation are contained in the Circular.

3.	This form is attached for the convenience of Certificated AGA Shareholders who may wish to surrender their Documents of Title prior to or post the date of the Shareholders’ Meeting to be held on Friday, 18 August 2023 at 2:00 pm (South African Standard Time).

4.	This Form of Surrender and Transfer is for use only by Certificated AGA Shareholders recorded in the AGA Register on the Reorganisation Consideration Record Date.

5.	A separate Form of Surrender and Transfer is required for each Certificated AGA Shareholder.

6.	Part A and Part C must be completed by all Certificated AGA Shareholders who return this form.

7.	Part B must be completed by all Certificated AGA Shareholders who are emigrants from the Common Monetary Area.

8.

If this Form of Surrender and Transfer is submitted together with the relevant Document/s of Title of the Certificated AGA Shareholders prior to the Operative Date, it will be treated as a conditional surrender which is made subject to the Reorganisation becoming unconditional, details of which are set out in the Circular to which this form is attached and forms part of. In the event of the Reorganisation not becoming unconditional or not being implemented for any reason whatsoever, the Transfer Secretaries shall, by not later than 5 (five) Business Days of either the date upon which it becomes known that the Reorganisation will not be implemented or on receipt by the Transfer Secretaries of the required Documents of Title, whichever is the later, return the Documents of Title to the Certificated AGA Shareholders concerned, by registered post, at the risk of such Certificated AGA Shareholders.

9.	Persons who have acquired Certificated AGA Ordinary Shares after the date of the issue of the Circular to which this Form of Surrender and Transfer is attached can obtain copies of the Form of Surrender and Transfer and the Circular from the Company’s website (https://www.anglogoldashanti.com).

10.

If a Scheme Participant fails to provide any account details, or provide incorrect account details, of your CSDP, into which your NewCo Ordinary Shares are to be transferred, your NewCo Ordinary Shares will be transferred in Dematerialised form to an account in the name of Computershare Nominees, who will hold such NewCo Ordinary Shares as the registered holder thereof for and on your behalf, and you will become an Issuer Nominee Dematerialised NewCo Shareholder. Issuer Nominee Dematerialised NewCo Shareholders will be sent instructions by Computershare Nominees explaining the procedure for surrendering their share certificates and obtaining full access to their NewCo Ordinary Shares following completion of the Reorganisation.

Hand deliveries to:	Postal deliveries to:	Email deliveries to:
Rosebank Towers 15 Bierman Avenue Rosebank Johannesburg, 2196	Private Bag x3000 Saxonwold South Africa 2132	corporate.actions@computershare.co.za

Name of AGA Shareholder	Certificate number/s	Number of Scheme Shares covered by each certificate/s enclosed
	Total

Surname or Name of corporate body:

First name/s in full:

Title (Mr, Mrs, Miss, Ms, etc):

Cellphone number:

Email address:

Address:

Postal code:

Signature of AGA Shareholder	Name and address of agent lodging this Form (if any)
Assisted by me (if applicable):
(State full name and capacity):
Date:
Telephone number (Home):
Telephone number (Work):
Email address:
Cellphone number:

	Stamp and address of agent lodging this Form (if any)
Name of authorised dealer:
Address:
Name of bank:
Account number:
Branch code:
Telephone:
Contact person:

Name of account holder (no third party accounts):

Name of Broker:

Name of CSDP:

Account number of Broker:

Account number of CSDP:

Telephone number of CSDP:

SCA number of Broker/CSDP:

(State full name and capacity):

Signature of Shareholder	Stamp and address of agent lodging this form (if any

1.	No receipt will be issued for documents lodged unless specifically requested. Signatories may be called upon for evidence of their authority or capacity to sign this form.

2.

Persons who are emigrants from the Common Monetary Area should nominate the authorised dealer in foreign exchange in South Africa which has control of their blocked asserts in Part B of this form. Failing such nomination, the Reorganisation Consideration due to such Scheme Participants in accordance with the provisions of the Reorganisation will be held by Computershare Nominees for and on behalf of such Scheme Participants, pending lawful instruction from the Scheme Participants concerned.

3.	Any alteration to this form must be signed in full and not initialled.

4.

If this form is signed under power of attorney, then such power of attorney or a notarially certified copy thereof must be sent with this form for noting (unless it has already been noted by the Company or its Transfer Secretaries). This does not apply in the event of this form bearing a JSE broker’s stamp.

5.	Where the Scheme Participant is a company or a close corporation, unless it has been registered with the Company or its Transfer Secretaries, a certified copy of the directors’ or members’ resolution authorising the signing of this form must be submitted if so requested by the Company.

6.	If this form is not signed by the Scheme Participant, the Scheme Participant will be deemed to have irrevocably appointed the Company Secretary or the Transfer Secretaries to implement the Scheme Participant’s obligations under the Reorganisation on his/her behalf.

7.	Where there are any joint holders of any Scheme Shares, only that holder whose name stands first in the AGA Register in respect of such shares need sign this form.

8.	A minor must be assisted by his/her parent or guardian, unless the relevant documents establishing his/her legal capacity are produced or have been registered by the Transfer Secretaries.