As filed with the Securities and Exchange Commission on April 23, 201226, 2013

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 20-F

 

¨

REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR

¨

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 20112012

Commission file number: 1-14846

AngloGold Ashanti Limited

(Exact Name of Registrant as Specified in its Charter)

Republic of South Africa

(Jurisdiction of Incorporation or Organization)

76 Jeppe Street, Newtown, Johannesburg, 2001

(P.O. Box 62117, Marshalltown, 2107)

South Africa

(Address of Principal Executive Offices)

 

Lynda Eatwell,ME Sanz Perez, Company Secretary, Telephone: +27 11 6376128,6376306, Facsimile: +27 11 637667786 6750137

E-mail: leatwell@anglogoldashanti.com,rsanz@anglogoldashanti.com, 76 Jeppe Street, Newtown, Johannesburg, 2001, South Africa

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered

American Depositary Shares

 New York Stock Exchange

Ordinary Shares

 New York Stock Exchange*

6.00 Percent Mandatory Convertible Subordinated Bonds due 2013

 New York Stock Exchange
*

Not for trading, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission

Securities registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

Ordinary Shares of 25 ZAR cents each

   382,242,343383,320,962  

E Ordinary Shares of 25 ZAR cents each

   2,582,9621,617,752  

A Redeemable Preference Shares of 50 ZAR cents each

   2,000,000  

B Redeemable Preference Shares of 1 ZAR cent each

   778,896  

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

  Yes x No ¨

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934.

  

Yes ¨ No x         

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing

requirements for the past 90 days.

  Yes x No ¨        

Indicate by check mark whether the registrant (1) has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was

required to submit and post such files).

  

Yes x No ¨         

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

 

 

(Check one): Large Accelerated Filer x

  Accelerated Filer¨  

Non-Accelerated Filer ¨    

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

  U.S. GAAP x

International Financial Reporting Standards as issued by the International Accounting Standards Board¨Other¨

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

  Yes ¨  No x        


TABLE OF CONTENTS  Page

Presentation of information

  3

Certain forward-looking statements

  4

Glossary of selected terms

  
  

Mining terms

  5
  

Financial terms

  8
  

Currencies

  8
  

Abbreviations

  9

Part I:

Item 1:

  

Identity of directors, senior management and advisors

  10

Item 2:

  

Offer statistics and expected timetable

  10

Item 3:

  

Key information

  
  3A.      

Selected financial data

  10
  3B.      

Capitalization and indebtedness

  14
  3C.      

Reasons for the offer and the use of proceeds

  14
  3D.      

Risk factors

  14

Item 4:

  

Information on the company

  3841
  4A.      

History and development of the company

  3841
  4B.      

Business overview

  3942
  4C.      

Organizational structure

  11595
  4D.      

Property, plants and equipment

  11696

Item 4A:

  

Unresolved staff comments

  132121

Item 5:

  

Operating and financial review and prospects

  133122
  5A.      

Operating results

  134

123

  5B.      

Liquidity and capital resources

  161

149

  5C.      

Research and development, patents and licenses, etc

  171158
  5D.      

Trend information

  171158
  5E.      

Off-balance sheet arrangements

  171158
  5F.      

Tabular disclosure of contractual obligations

  172158

Item 6:

  

Directors, senior management and employees

  
  6A.      

Directors and senior management

  173159
  6B.      

Compensation

  179166
  6C.      

Board practices

  185172
  6D.      

Employees

  190177
  6E.      

Share ownership

  192179

Item 7:

  

Major shareholders and related party transactions

  197186
  7A.      

Major shareholders

  199188
  7B.      

Related party transactions

  200189
  7C.      

Interests of experts and counsel

  200189

Item 8:

  

  Financial information

  
    8A.    

Consolidated financial statements and other financial information

  201190
      

Legal proceedings

  201190
      

Dividend policyDividends

  205196
  8B.    

Significant changes

  205196

Item 9:

    

The offer and listing

  
    9A.      

Offer and listing details

   206197  
    9B.      

Plan of distribution

   206197  
    9C.      

Markets

   207198  
    9D.      

Selling shareholders

   207198  
    9E.      

Dilution

   207198  
    9F.      

Expenses of the issue

   207198  

Item 10:

    

Additional information

  
    10A.    

Share capital

   208199  
    10B.    

Memorandum and articles of associationIncorporation

   211202  
    10C.    

Material contracts

   225213  
    10D.    

Exchange controls

   225216  
    10E.    

Taxation

   226217  
    10F.    

Dividends and paying agents

   231221  
    10G.    

Statement by experts

   231221  
    10H.    

Documents on display

   231221  
    10I.     

Subsidiary information

   231221  

Item 11:

    

Quantitative and qualitative disclosures about market risk.

   232222  

Item 12:

    

Description of securities other than equity securities

  
    12A.    

Debt securities

   242229  
    12B.    

Warrants and rights

   242229  
    12C.    

Other securities

   242229  
    12D.    

American Depositary Shares

  
        

12D.3        Depositary fees and charges

   242229  
        

12D.4        Depositary payments for 20102012

   242229  

Part II:

  

Item 13:

    

Defaults, dividend arrearages and delinquencies

   243230  

Item 14:

    

Material modifications to the rights of security holders and use of proceeds

   244231  

Item 15:

    

Controls and procedures

   245232  

Item 16A:

    

Audit committee financial expert

   247234  

Item 16B:

    

Code of ethicsEthics and Whistleblowing Policies

   248235  

Item 16C:

    

Principal accountant fees and services

   249236  

Item 16D:

    

Exemptions from the listing standards for audit committees

   249236  

Item 16E:

    

Purchases of equity securities by the issuer and affiliated purchasers

   249236  

Item 16F:

    

Change in registrant’s certifying accountant

   250237  

Item 16G:

    

Corporate Governance

   250237  

Item 16H:

    

Mine Safety Disclosure

   250237  

Part III:

  

Item 17:

    

Financial statements

   251238  

Item 18:

    

Financial statements

   252239 and F pages  

Item 19:19

    

Exhibits

   E pages  

PRESENTATION OF INFORMATION

AngloGold Ashanti Limited

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

US GAAP financial statements

The audited consolidated financial statements contained in this annual report on Form 20-F for the years ended December 31, 2012, 2011 2010 and 20092010 and as at December 31, 20112012 and 20102011 have been prepared in accordance with U.S. generally accepted accounting principles (US GAAP).

IFRS financial statements

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

Currency

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

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

See “Item 3A.: Selected financial data – Exchange rate information” for historical information regarding the US dollar/South African rand exchange rate. On April 16, 201219, 2013 the interbank US dollar/South African rand exchange rate as reported by OANDA Corporation was R7.90/R9.17/$1.00.

Non-GAAP financial measures

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

Shares and shareholders

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

CERTAIN FORWARD-LOOKING STATEMENTS

Certain statements contained in this document, other than statements of historical fact, including, without limitation, those concerning the economic outlook for the gold mining industry, expectations regarding gold prices, production, cash costs and other operating results, return on equity, productivity improvements, growth prospects and outlook of AngloGold Ashanti’s operations, individually or in the aggregate, including the achievement of project milestones, the completion and commencement of commercial operations of certain of AngloGold Ashanti’s exploration and production projects and the completion of acquisitions and dispositions, AngloGold Ashanti’s liquidity and capital resources and capital expenditure,expenditures and the outcome and consequence of any potential or pending litigation or regulatory proceedings or environmental issues, are forward-looking statements regarding AngloGold Ashanti’s operations, economic performance and financial condition.

These forward-looking statements or forecasts involve known and unknown risks, uncertainties and other factors that may cause AngloGold Ashanti’s actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed or implied in these forward-looking statements. Although AngloGold Ashanti believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Accordingly, results and forecasts could differ materially from those set out in the forward-looking statements as a result of amongstamong other factors, changes in economic, social and political and market conditions, success of business and operating initiatives,initiative, changes in the regulatory environment and other government actions, including environmental approval, fluctuations in gold prices and exchange rates, the outcome of pending or future litigation proceedings and business and operational risk management and other factors as determined in “Item“item 3D.: Risk factors” and elsewhere in this annual report. These factors are not necessarily all of the important factors that could cause AngloGold Ashanti’s actual results to differ materially from those expressed in any forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on future results. Consequently, readers are cautioned not to place undue reliance on forward-looking statements.

AngloGold Ashanti undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this annual report or to reflect the occurrence of unanticipated events, except to the extent required by applicable law. All subsequent written or oral forward-looking statements attributable to AngloGold Ashanti or any person acting on its behalf are qualified by the cautionary statements herein.

GLOSSARY OF SELECTED TERMS

The following explanations are not intended as technical definitions but should assist the reader in understanding terminology used in this annual report. Unless expressly stated otherwise, all explanations are applicable to both underground and surface mining operations.

Mining terms

 

 

All injury frequency rate:The total number of injuries and fatalities that occurs per million hours worked.

 

BIF:Banded Ironstone Formation. A chemically formed iron-rich sedimentary rock.

 

By-products:Any products that emanate from the core process of producing gold, including silver, uranium and sulfuric acid.

 

Calc-silicate rock:A metamorphic rock consisting mainly of calcium-bearing silicates such as diopside and wollastonite, and formed by metamorphism of impure limestone or dolomite.

 

Carbon-in-leach (CIL):Gold is leached from a slurry of gold ore with cyanide in agitated tanks and adsorbed on to carbon granules in the same circuit. The carbon granules are separated from the slurry and treated in an elution circuit to remove the gold.

 

Carbon-in-pulp (CIP):Gold is leached conventionally from a slurry of gold ore with cyanide in agitated tanks. The leached slurry then passes into the CIP circuit where carbon granules are mixed with the slurry and gold is adsorbed on to the carbon. The granules are separated from the slurry and treated in an elution circuit to remove the gold.

 

Comminution:Comminution is the crushing and grinding of ore to make gold available for treatment. (See also “Milling”).

 

Contained gold:The total gold content (tons multiplied by grade) of the material being described.

 

Cut-off grade (surface mines):The minimum grade at which a unit of ore will be mined to achieve the desired economic outcome.

 

Depletion:The decrease in the quantity of ore in a deposit or property resulting from extraction or production.

 

Development:The process of accessing an orebody through shafts and/or tunneling in underground mining operations.

 

Diorite:An igneous rock formed by the solidification of molten material (magma).

 

Doré:Impure alloy of gold and silver produced at a mine to be refined to a higher purity, usually consisting of 85 percent gold on average.

 

Electro-winning:A process of recovering gold from solution by means of electrolytic chemical reaction into a form that can be smelted easily into gold bars.

 

Elution:Recovery of the gold from the activated carbon into solution before zinc precipitation or electro-winning.

 

Gold Produced:Refined gold in a saleable form derived from the mining process.

 

Grade:The quantity of gold contained within a unit weight of gold-bearing material generally expressed in ounces per short ton of ore (oz/t), or grams per metric tonne (g/t).

 

Greenschist:A schistose metamorphic rock whose green color is due to the presence of chlorite, epidote or actinolite.

 

 

Leaching:Dissolution of gold from crushed or milled material, including reclaimed slime, prior to adsorption on to activated carbon.

 

Life of mine (LOM):Number of years for which an operation is planning to mine and treat ore, and is taken from the current mine plan.

 

Metallurgical plant:A processing plant constructed to treat ore and extract gold.

Metallurgical recovery factor (MetRF): A measure of the efficiency in extracting gold from the ore deposit.

 

Milling:A process of reducing broken ore to a size at which concentrating can be undertaken. (See also “Comminution”).

 

Mine call factor:The ratio, expressed as a percentage, of the total quantity of recovered and unrecovered mineral product after processing with the amount estimated in the ore based on sampling. The ratio of contained gold delivered to the metallurgical plant divided by the estimated contained gold of ore mined based on sampling.

 

Mineral deposit:A mineral deposit is a concentration (or occurrence) of material of possible economic interest in or on the earth’s crust.

 

Ore Reserve:That part of a mineral deposit which could be economically and legally extracted or produced at the time of the Ore Reserve determination.

 

Ounce (oz) (troy):Used in imperial statistics. A kilogram is equal to 32.1507 ounces. A troy ounce is equal to 31.1035 grams.

 

Pay limit:The grade of a unit of ore at which the revenue from the recovered mineral content of the ore is equal to the sum of total cash costs, closure costs, Ore Reserve development and stay-in-business capital. This grade is expressed as an in-situ value in grams per tonne or ounces per short ton (before dilution and mineral losses).

 

Precipitate:The solid product of chemical reaction by fluids such as the zinc precipitation referred to below.

 

Probable Ore Reserve:Ore Reserve for which quantity and grade are computed from information similar to that used for Proven Reserves, but the sites for inspection, sampling, and measurement are further apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for Proven Reserves, is high enough to assume continuity between points of observation.

 

Productivity:An expression of labor productivity based on the ratio of grams of gold produced per month to the total number of employees in mining operations.

 

Proven Ore Reserve:Ore Reserve for which the (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade is computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of the Ore Reserve are well established.

 

Project capital:Capital expenditure to either bring a new operation into production; to materially increase production capacity; or to materially extend the productive life of an asset.

 

Reclamation:In the South African context, reclamation describes the process of reclaiming slimes (tailings) dumps using high-pressure water cannons to form a slurry which is pumped back to the metallurgical plants for processing.

Recovered grade:The recovered mineral content per unit of ore treated.

 

Reef:A gold-bearing sedimentary horizon, normally a conglomerate band that may contain economic levels of gold.

 

Refining:The final purification process of a metal or mineral.

 

 

Rehabilitation:The process of reclaiming land disturbed by mining to allow an appropriate post-mining use. Rehabilitation standards are defined by country-specific laws, including but not limited to the South African Department of Mineral Resources, the US Bureau of Land Management, the US Forest Service, and the relevant Australian mining authorities, and address among other issues, ground and surface water, topsoil, final slope gradient, waste handling and re-vegetation issues.

 

Seismic event:A sudden inelastic deformation within a given volume of rock that radiates detectable seismic energy.

 

Shaft:A vertical or subvertical excavation used for accessing an underground mine; for transporting personnel, equipment and supplies; for hoisting ore and waste; for ventilation and utilities; and/or as an auxiliary exit.

 

Short ton:Used in imperial statistics. Equal to 2,000 pounds.

 

Skarn:A rock of complex mineralogical composition, formed by contact metamorphism and metasomatism of carbonate rocks.

 

SmeltingSmelting::A pyro-metallurgical operation in which gold is further separated from impurities.

 

Stope:Underground excavation where the orebody is extracted.

Stripping ratio:The ratio of waste tonnes to ore tonnes mined calculated as total tonnes mined divided by ore tonnes mined.

 

Stoping:The process of excavating ore underground.

 

Syngenetic:Formed contemporaneously with the deposition of the sediment.

 

Tailings:Finely ground rock of low residual value from which valuable minerals have been extracted.

 

Tailings dam (slimes dam):Dam facilities designed to store discarded tailings.

 

Tonne:Used in metric statistics. Equal to 1,000 kilograms.

 

Tonnage:Quantity of material measured in tonnes or tons.

 

Waste:Material that contains insufficient mineralization for consideration for future treatment and, as such, is discarded.

 

Yield:The amount of valuable mineral or metal recovered from each unit mass of ore expressed as ounces per short ton or grams per metric tonne.

 

Zinc precipitation:Zinc precipitation is the chemical reaction using zinc dust that converts gold in solution to a solid form for smelting into unrefined gold bars.

 

Financial terms

 

 

Average number of employees:The monthly average number of production and non-production employees and contractors employed during the year, where contractors are defined as individuals who have entered into a fixed-term contract of employment with a group company or subsidiary. Employee numbers of joint ventures represents the group’s attributable share.

 

Capital expenditure:Total capital expenditure on tangible assets.

 

Discontinued operation:A component of an entity that, pursuant to a single plan, has been disposed of or abandoned or is classified as held for sale until conditions precedent to the sale have been fulfilled.

 

Effective tax rate:Current and deferred taxation charge for the year as a percentage of profit before taxation.

 

Monetary asset:An asset which will be settled in a fixed or easily determinable amount of money.

OANDA:OANDA Corporation:An internet-based provider of forex trading and currency information services.

 

Rated bonds:The $700 million 5.375 percent bonds due 2020, and the $300 million 6.5 percent bonds due 2040.2040 and the $750 million 5.125 percent bonds due 2022.

 

Region:Defines the operational management divisions within AngloGold Ashanti Limited, namely South Africa, Continental Africa (Ghana, Guinea, Mali, Namibia and Tanzania), Australasia, and the Americas (Argentina, Brazil and United States of America).

 

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

 

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

 

STRATE:The licensed Central Securities Depository (CSD) for the electronic settlement of financial instruments in South Africa.

 

Total cash costs:Total cash costs include site costs for all mining, processing and administration, reduced by contributions from by-products and are inclusive of royalties and production taxes. Depreciation, depletion and amortization, rehabilitation, corporate administration, employee severance costs, capital and exploration costs are excluded. Total cash costs per ounce are the attributable total cash costs divided by the attributable ounces of gold produced.

 

Total production costs:Total cash costs plus depreciation, depletion and amortization, employee severance costs, rehabilitation and other non-cash costs. Corporate administration and exploration costs are excluded. Total production costs per ounce are the attributable total production costs divided by the attributable ounces of gold produced.

 

Weighted average number of ordinary shares:The number of ordinary shares in issue at the beginning of the year, increased by shares issued during the year, weighted on a time basis for the period during which they have participated in the income of the group, and increased by share options that are virtually certain to be exercised.

 

Currencies

 

$, US$ or dollar

  

United States dollars

    

ARS

  

Argentinean peso

    

A$ or AUD

  

Australian dollars

    

BRL

  

Brazilian real

    

or Euro

  

European Euro

    

C$ or CAD

  

Canadian dollars

    

GHC, cedi or ¢

  

Ghanaian cedi

    

N$ or NAD

  

Namibian dollars

    

Tsh

  

Tanzanian Shillings

    

ZAR, R or rand

  

South African rands

    

Abbreviations

 

ADS

  

American Depositary Share

ADR

  

American Depositary Receipt

AIFR

  

All injury frequency rate

ASX

  

Australian Securities Exchange

Au

  

Contained gold

BBSY

  

Bank Bill Swap Bid Rate

bn

  

Billion

BEE

Black Economic Empowerment

capex

  

Capital expenditure

CDI

  

Chess Depositary Interests

CLR

  

Carbon Leader Reef

Companies Act

  

South African Companies Act 71, of 2008

DMTNP

Domestic medium-term notes program

ERP

Enterprise resource planning

FIFR

  

Fatal injury frequency rate

G or g

  

Grams

g/t

  

Grams per tonne

GhDS

  

Ghanaian Depositary Share

GhSE

  

Ghana Stock Exchange

GWh

Gigawatt hours

ISO 14001

International Organization for Standardization’s environmental management standard

JORC

  

Australasian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves

JIBAR

  

Johannesburg Interbank Agreed Rate

JSE

  

JSE Limited (Johannesburg Stock Exchange)

King III

  

South African King Code on Corporate Governance, 2009

Kg or kg

  

Kilograms

Km or km

  

Kilometers

Lb/t

Pounds per tonne

LSE

  

London Stock Exchange

LIBOR

  

London Interbank Offer Rate

LOM

  

Life of mine

m2/TEC

Square meters per total employee costed

M or m

  

Meter or million, depending on the context

Moz

  

Million ounces

Mt

  

Million tonnes or tons

Mtpa

  

Million tonnes/tons per annum

NYSE

  

New York Stock Exchange

OHSAS

Occupational Health and Safety Advisory Services

Oz or oz

  

Ounces (troy)

oz/t

  

Ounces per ton

oz/TEC

  

Ounces per total employee costed

SAMREC

  

South African Code for the Reporting of Mineral Resources and Mineral Reserves 2007 Edition

SEC

  

United States Securities and Exchange Commission

SOX

  

Sarbanes-Oxley Act of 2002

T or t

  

Tons (short) or tonnes (metric)

Tpa or tpa

  

Tonnes/tons per annum

US/USA/United States

  

United States of America

VCR

  

Ventersdorp Contact Reef

Note:Rounding of figures in this report may result in computational discrepancies.

PART I

ITEM 1: IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not applicable.

ITEM 2: OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3: KEY INFORMATION

 

3A.

SELECTED FINANCIAL DATA

The selected financial information set forth below for the years ended December 31, 2009, 2010, 2011 and 20112012 and as at December 31, 20102011 and 20112012 has been derived from, and should be read in conjunction with, the US GAAP financial statements included under Item 18 of this annual report. The selected financial information for the years ended December 31, 20072008 and 20082009 and as at December 31, 2007, 2008, 2009 and 20092010 has been derived from the US GAAP financial statements not included in this annual report.

  

Year ended December 31,

 

   

Year ended December 31,

 

 
  2007 (1) 2008 (2) 2009 2010 2011   2008 (1) 2009 2010 2011 2012 
  $ $ $ $ $   $ $ $ $ $ 
  (in millions, except share and per share amounts)   (in millions, except share and per share amounts) 

Consolidated statement of income

            

Sales and other income

   3,095   3,730   3,954   5,402   6,642     3,730   3,954   5,402   6,642    6,428  

Product sales(3)

   3,048   3,655   3,784   5,334   6,570  

Product sales(2)

   3,655   3,784   5,334   6,570    6,353  

Interest, dividends and other

   47   75   170   68   72     75   170   68   72    75  

Costs and expenses

   3,806   4,103   4,852   5,021   4,521     4,103   4,852   5,021   4,521    5,217  

Operating costs(4)

   2,167   2,452   2,543   3,112   3,555  

Operating costs(3)

   2,452   2,543   3,112   3,555    3,876  

Royalties

   70   78   84   142   193     78   84   142   193    164  

Depreciation, depletion and amortization

   655   615   615   720   789     615   615   720   789    794  

Impairment of assets

   1   670   8   91   17     670   8   91   17    367  

Interest expense

   75   72   123   151   178     72   123   151   178    213  

Accretion expense

   20   22   17   22   28     22   17   22   28    33  

Loss/(profit) on sale of assets, realization of loans, indirect taxes and other

   10   (64  10   (3  (43

(Profit)/loss on sale of assets, realization of loans, indirect taxes and other

   (64  10   (3  (43  35  

Non-hedge derivative loss/(gain) and movement on bonds

   808   258   1,452   786   (196   258   1,452   786   (196  (265

(Loss)/income from continuing operations before income tax and equity income in associates

   (711  (373  (898  381   2,121     (373  (898  381   2,121    1,211  

Taxation(expense)/benefit

   (118  (22  33   (255  (705

Taxation (expense)/benefit

   (22  33   (255  (705  (340

Equity income/(loss) in associates

   41   (149  88   40   59  

Equity (loss)/income in associates

   (149  88   40   59    (23

Net (loss)/income from continuing operations

   (788  (544  (777  166   1,475     (544  (777  166   1,475    848  

Discontinued operations

   2   23   -    -    -     23   -   -    -    -  

Net (loss)/income

   (786  (521  (777  166   1,475     (521  (777  166   1,475    848  

Less: Net income attributable to noncontrolling interests

   (28  (42  (48  (54  (50   (42  (48  (54  (50  (19
                      

Net (loss)/income - attributable to AngloGold Ashanti

   (814  (563  (825  112   1,425     (563  (825  112   1,425    829  

Net (loss)/income - attributable to AngloGold Ashanti

            

(Loss)/income from continuing operations

   (816  (586  (825  112   1,425     (586  (825  112   1,425    829  

Discontinued operations

   2   23   -    -    -     23   -    -    -    -  
   (814  (563  (825  112   1,425     (563  (825  112   1,425    829  

Basic (loss)/earnings per common share (in $)(5)

      

Basic (loss)/earnings per common share (in $)(4)

      

From continuing operations

   (2.93  (1.86  (2.30  0.30   3.71     (1.86  (2.30  0.30   3.71    2.15  

Discontinued operations

   0.01   0.07   -    -    -     0.07   -    -    -    -  

Net (loss)/income - attributable to AngloGold Ashanti common stockholders

   (1.79  (2.30  0.30   3.71    2.15  
   (2.92  (1.79  (2.30  0.30   3.71  

Net (loss)/income - attributable to AngloGold Ashanti common stockholders

   (2.92  (1.79  (2.30  0.30   3.71  

Diluted (loss)/income per common share (in $)(5)

      

Diluted (loss)/income per common share (in $)(4)

      

From continuing operations

   (2.93  (1.86  (2.30  0.30   3.17     (1.86  (2.30  0.30   3.17    1.61  

Discontinued operations

   0.01   0.07   -    -    -     0.07   -    -    -    -  
   (2.92  (1.79  (2.30  0.30   3.17  

Net (loss)/income - attributable to common stockholders

   (2.92  (1.79  (2.30  0.30   3.71     (1.79  (2.30  0.30   3.17    1.61  
                      

Dividend per common share (cents)

   44   13   13   18   34     13   13   18   34    56  

 

 
  2007 (1)   2008 (2)   2009    2010    2011    2008    2009    2010    2011    2012  
  $   $   $   $   $   $   $   $   $   $ 
  (in millions, except share and per share amounts)   (in millions, except share and per share amounts) 

 

 

Consolidated balance sheet data (as at period end)

                    

Cash and cash equivalents and restricted cash

   514    585    1,112    585    1,147     585    1,112    585    1,147     927  

Other current assets

   1,599    2,328    1,646    1,412    1,484     2,328    1,646    1,412    1,484     1,863  

Property, plant and equipment and acquired properties, net

   6,807    5,579    6,285    6,762    6,902     5,579    6,285    6,762    6,902     7,983  

Goodwill and other intangibles, net

   591    152    180    197    213     152    180    197    213     305  

Materials on the leach pad (long-term)

   190    261    324    331    393     261    324    331    393     445  
Other long-term assets, derivatives, deferred taxation assets and other long-term inventory   680     546    1,115    1,101    1,046     546    1,115    1,101    1,046     1,579  
  

 

 

   

 

 

 

Total assets

   10,381    9,451    10,662    10,388    11,185     9,451    10,662    10,388    11,185     13,102  
  

 

 

   

 

 

 

Current liabilities

   3,795    3,458    4,475    1,004    919     3,458    4,475    1,004    919     1,959  

Provision for environmental rehabilitation

   394    302    385    530    653     302    385    530    653     758  

Deferred taxation liabilities

   1,345    1,008    1,171    1,200    1,242     1,008    1,171    1,200    1,242     1,157  

Other long-term liabilities, and derivatives

   2,232    1,277    1,186    3,065    2,849  

Equity(6)

   2,615    3,406    3,445    4,589    5,522  

Other long-term liabilities and derivatives

   1,277    1,186    3,065    2,849     3,380  

Equity(5)

   3,406    3,445    4,589    5,522     5,848  
  

 

 

   

 

 

 

Total liabilities and equity

   10,381    9,451    10,662    10,388    11,185     9,451    10,662    10,388    11,185     13,102  
  

 

 

   

 

 

 

Capital stock (exclusive of long-term debt and redeemable preferred stock)

   10    12    12    13    13     12    12    13    13     13  

Number of common shares as adjusted to reflect changes in capital stock

       277,457,471    353,483,410    362,240,669    381,204,080    382,242,343         353,483,410    362,240,669    381,204,080    382,242,343     383,320,962  

Net assets

   2,615    3,406    3,445    4,589    5,522     3,406    3,445    4,589    5,522     5,848  

 

 

 

(1)

Includes the acquisition of 15 percent minority interest acquired in the Iduapriem and Teberebie mine with effect from September 1, 2007.

(2)

2008 results included the acquisition of the remaining 33 percent shareholding in the Cripple Creek and Victor Gold Mining Company with effect from July 1, 2008. In prior years, the investment was consolidated as a subsidiary. The 2008 accounting treatment is therefore consistent with that of prior years.

(3)(2)

Product sales represent revenue from the sale of gold.

(4)(3)

Operating costs include production costs, exploration costs, related party transactions, general and administrative, market development costs, research and development, employment severance costs and other.

(5)(4)

The calculations of basic and diluted (loss)/earnings per common share are described in note 8 to the consolidated financial statements “Income/(loss) per common share”. Amounts reflected exclude E Ordinary shares.

(6)(5)

Includes noncontrolling interests.

Annual dividends

The table below sets forth the amounts of interim, final and total dividends paid in respect of the past five years in cents per ordinary share. In respect of 2011, AngloGold Ashanti’s board of directors declared two dividends of 90 South African cents per ordinary share, one in August 2011 and the other in November 2011. A2012, a fourth quarter dividend of 20050 South African cents per ordinary share was declared on February 14, 2012,18, 2013, with a record date of March 11, 201215, 2013 and a payment date of March 16, 2012.28, 2013.

 

Year ended December 31(1)    2007     2008     2009     2010     2011     2008     2009     2010     2011     2012 

South African cents per ordinary share

                                        

First quarter

                                         100  

Second quarter

     90       50       60       65       90       50       60       65       90       100  

Third quarter

                     90                   90       50  

Fourth quarter

     53       50       70       80       200       50       70       80       200       50  

Total

     143       100       130       145       380       100       130       145       380       300  

US cents per ordinary share(2)

                                        

First quarter

                                         11.81  

Second quarter

     12.44       6.45       7.66       9.00       12.08       6.45       7.66       9.00       12.08       12.10  

Third quarter

                     10.87                   10.87       5.76  

Fourth quarter

     6.60       5.00       9.50       11.26       27.50       5.00       9.50       11.26       27.50       5.40  

Total

     19.04       11.45       17.16       20.26       50.45       11.45       17.16       20.26       50.45       35.07  

 

(1)

During quarter three of 2011, the Company changed the frequency of dividend payments from half-yearly to quarterly.

(2)

Dividends for these periods were declared in South African cents. US dollar cents per share figures have been calculated based on exchange rates prevailing on each of the respective payment dates.

For further information on the company’s policy on dividend distributions, see “Item 8A: Consolidated statements and other financial information – Annual dividend”.

Exchange rate information

The following table sets forth, for the periods and dates indicated, certain information concerning US dollar/South African rand exchange rates expressed in rands per $1.00. On April 16, 2012,19, 2013, the interbank rate between South African rands and US dollars as reported by OANDA Corporation was R7.90/R9.17/$1.00.

 

Year ended December 31    High     Low     Year end     Average (1)     High     Low     Year end     Average (1) 

2007(2)

     7.49       6.45       6.81       7.03  

2008(2)

     11.27       6.74       9.30       8.26       11.27       6.74       9.30       8.26  

2009(3)

     10.70       7.21       7.41       8.44       10.70       7.21       7.41       8.44  

2010(3)

     8.08       6.57       6.64       7.34       8.08       6.57       6.64       7.34  

2011(3)

     8.60       6.49       8.14       7.27       8.60       6.49       8.14       7.27  

2012(4)

     8.16       7.46       7.90       7.75  

2012(3)

     8.95       7.46       8.47       8.20  

2013(3)(4)

     9.31       8.47       9.17       8.96  

 

(1)

The average rate of exchange on the last business day of each month during the year.

(2)

Based on the noon buying rate in New York City for cable transfers as certified for customs purposes by the Federal Reserve Bank of New York.

(3)

Based on the interbank rate as reported by OANDA Corporation.

(4)

Through to April 16, 2012.19, 2013.

 

  Exchange rate information for the months of (1)    High     Low 

  October 2011

     8.35       7.65  

  November 2011

     8.60       7.66  

  December 2011

     8.46       7.95  

  January 2012

     8.23       7.70  

  February 2012

     7.88       7.47  

  March 2012

     7.78       7.40  

  April 2012(2)

     7.98       7.62  
  Exchange rate information for the months of (1)    High     Low 

  October 2012

     8.84       8.30  

  November 2012

     8.95       8.63  

  December 2012

     8.90       8.47  

  January 2013

     9.07       8.47  

  February 2013

     8.99       8.81  

  March 2013

     9.31       8.89  

  April 2013(2)

     9.23       9.08  

 

(1)

Based on the interbank rate as reported by OANDA Corporation.

(2)

Through to April 16, 2012.19, 2013.

3B.

CAPITALIZATION AND INDEBTEDNESS

Not applicable.

 

3C.

REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.

 

3D.

RISK FACTORS

This section describes many of the risks that could affect AngloGold Ashanti. There may however be additional risks unknown to AngloGold Ashanti and other risks, currently believed to be immaterial, that could turn out to be material. Additional risks may arise or become material subsequent to the date of this document. These risks, either individually or simultaneously, could significantly affect the group’s business, financial results and the price of its securities.

Risks related to AngloGold Ashanti’s results of operations and its financial condition as a result of factors that impact the gold mining industry generally.

Commodity market price fluctuations could adversely affect the profitability of operations.

AngloGold Ashanti’s revenues are primarily derived from the sale of gold and, to a lesser extent, uranium, silver and sulfuric acid. The company’s current policy is to sell its products at prevailing market prices and not to enter into price hedging arrangements. The market prices for these commodities fluctuate widely. These fluctuations are caused by numerous factors beyond the company’s control. For example, the market price of gold may change for a variety of reasons, including:

speculative positions taken by investors or traders in gold;

monetary policies announced or implemented by central banks, including the US Federal Reserve;

changes in the demand for gold as an investment or as a result of leasing arrangements;

changes in the demand for gold used in jewellery and for other industrial uses, including as a result of prevailing economic conditions;

changes in the supply of gold from production, divestment, scrap and hedging;

financial market expectations regarding the rate of inflation;

the strength of the US dollar (the currency in which the gold price trades internationally) relative to other currencies;

changes in interest rates;

actual or anticipated sales or purchases of gold by central banks and the International Monetary Fund;

gold hedging and de-hedging by gold producers;

global or regional political or economic events; and

the cost of gold production in major gold producing countries.

The market price of gold has been and continues to be significantly volatile. During 2011,2012, the gold price traded from a low of $1,313$1,540 per ounce to a high of $1,900$1,790 per ounce. On December 30, 2011,April 19, 2013, the closing price of gold was $1,563$1,404 per ounce. The price of gold is often subject to sharp, short-term changes as a result of speculative activities. Forchanges; for example, in early March 2012,during the period from Friday, April 12, 2013 through Monday, April 15, 2013, the price of gold dropped by almost $100$228 per ounce in one day.ounce. While the overall supply of and demand for gold can affect its market price, the considerable size of historical mined (i.e., above ground) stocks of the metal means that these factors typically do not affect the gold price in the same manner or degree as for other commodities. In addition, the shift in demand from physical gold to investment and speculative demand may exacerbate the volatility of the gold price.

In 2011, price volatility dampened demand in the key jewellery markets of India and China, which both experienced mixed fortunes during the year. In the fourth quarter of 2011 and intoDuring 2012, goldthere appeared to trade asdevelop a risk asset, experiencing selling pressurerelationship between the central banks and the price of gold with the price falling at the prospect of the end of quantitative easing in timessome of heightened turmoil, rather than as the safe haven asset it is generally deemed to be.main economies.

A sustained period of significant gold price volatility may adversely affect the company’s ability to evaluate the feasibility of undertaking new capital projects, or the continuingcontinuity of existing operations, or to make other long-term strategic decisions. The use of lower gold prices in reserve calculations and life-of-mine plans could result in material write-downs of the company’s investment in mining properties and increased amortization, reclamation and closure charges.

The spot price of uranium has been significantly volatile in past years. During 2011,2012, the price varied between a low of about $47approximately $41 per pound and a high of $72$53 per pound. On April 19, 2013, the spot price of uranium was $41 per pound. Uranium prices can be affected by several factors, including demand for nuclear reactors, uranium production shortfalls and restocking by utilities. Events like those surrounding the earthquake and tsunami that occurred in Japan in 2011 can also have a material impact on the price of and demand for uranium.

The price of silver has also experienced significant fluctuations. From a low of $26 per ounce in January 2011,2012, the price rose steadily to reach a high of $49$37 per ounce in April 2011.February 2012. By December 2011,2012, the price had dropped to around $28approximately $30 per ounce again.ounce. Factors affecting the price of silver include investor demand, physical demand for silver bars, industrial and retail off take,off-take, and silver coin minting. On April 19, 2013, the price of silver was $23 per ounce.

If revenue from sales of gold, uranium, silver andor sulfuric acid falls below thetheir respective cost of production for an extended period, AngloGold Ashanti may experience losses andor be forced to change its dividend payment policies and curtail or suspend some or all of its exploration capital projects and existing operations. Declining commodities prices may also force a reassessment of the feasibility of a particular project or projects, which could cause substantial delays or interrupt operations until the reassessment can be completed.

Foreign exchange fluctuations could have a material adverse effect on operationalAngloGold Ashanti’s results of operations and financial condition.

Gold is principally a US dollar-priced commodity and most of the company’s revenues are realized in, or linked to, US dollars while production costs are largely incurred in the local currency where the relevant operation is located. Given the company’s global operations and local foreign exchange regulations, some of its funds are held in local currencies, such as the South African rand, Ghanaian cedi, Brazilian real, Argentinean peso and the Australian dollar. The weakening of the dollar, without a corresponding increase in the dollar price of gold against these local currencies, results in higher production costs in dollar terms. Conversely, the strengthening of the dollar, without a corresponding decrease in the dollar price of gold against these local currencies, yields lower production costs in dollar terms.

Exchange rate movements may have a material impact on AngloGold Ashanti’s operating results. For example, the company estimates that a 1 percent strengthening of eitherall of the South African rand, Brazilian real, the Argentinean peso andor the Australian dollar against the US dollar will, other factors remaining equal, result in an increase in total cash costs under IFRS of around $5approximately $6 per ounce or approximately 1 percent of the company’s total cash costs. The impact on cash costs determined under US GAAP may be different.

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

Fuel, energy and consumables, including diesel, heavy fuel oil, chemical reagents, explosives, tires,tyres, steel and mining equipment consumed in mining operations form a relatively large part of the operating costs and capital expenditure of any mining company.

AngloGold Ashanti has no influence over the cost of these consumables, many of which are linked to some degree to the price of oil and steel.

The price of oil has recently been volatile, fluctuating between $94$88.40 and $122$130.57 per barrel of Brent crude in 2011.2012. As of April 19, 2013, the price of oil was at $100.09 per barrel of Brent Crude. AngloGold Ashanti estimates that for each $1US dollar per barrel rise in the oil price, other factors remaining equal, the averagetotal cash costs under IFRS of all its operations increases by about $0.70approximately $0.90 per ounce with theounce. The impact on cash costs determined under US GAAP may be different. The cash costs of certain of the company’s mines, particularly Yatela, Sadiola, Siguiri, Geita, Navachab, Morila, and Cripple Creek & Victor, Siguiri and Sadiola, which, being more dependent on fuel, are moremost sensitive to changes in the price of oil.

Furthermore, the price of steel has also been volatile. Steel is used in the manufacture of most forms of fixed and mobile mining equipment, which is a relatively large contributor to the operating costs and capital expenditure of a mine. For example, the price of flat hot rolled coil (North American Domestic FOB) steel traded between $635$590 per tonne and $875$733 per tonne in 2011.2012. On April 19, 2013, the price of flat hot rolled coil (North American Domestic FOB) was $609 per tonne.

Fluctuations in oil and steel prices have a significant impact on operating costs and capital expenditure estimates and, in the absence of other economic fluctuations, could result in significant changes in the total expenditure estimates for new mining projects or render certain projects non-viable.

Energy cost increases and power fluctuations and stoppages could adversely impact the company’s results of operations and its financial condition.

Increasing global demand for energy, concerns about nuclear power, and the limited growth of new supply are impacting the price and supply of energy. The transition of emerging markets to higher energy consumption, carbon taxation as well as unrest and potential conflict in the Middle East, among other factors, could result in increased demand or constrained supply and sharply escalating oil and energy prices.

AngloGold Ashanti’s mining operations are substantially dependent upon electrical power generated by local utilities or by power plants situated at some of its operations. The unreliability of these local sources of power can have a material effect on the company’s operations, as large amounts of power are required for exploration, development, extraction, processing and other mining activities on the company’s properties.

In South Africa, the company’s operations are dependent on electricity supplied by one nationalstate-owned power generation company, Eskom the state-owned utility.Eskom. Electricity is used for most business and safety-critical operations that include cooling, hoisting and dewatering. Loss of power couldcan therefore impact production, employee safety and prolonged outages could lead to flooding of workings and ore sterilization. In 2008, Eskom and the South African government declared a national emergency and warned itthat they could no longer guarantee the availability of electricity due to a national supply shortage blamed on coal supply shortages and unplanned generation-set outages as a result of maintenance backlog and asset age. The entire country went into a program of rolling blackouts and AngloGold Ashanti and other mining companies operating in South Africa were forced in late January until mid-March of 2008 to temporarily suspend mining operations at their mines. In addition, lightning damage to power stations can result in power interruptions at our operations. In this regard, AngloGold Ashanti’s two main operational sites in the West Wits region in South Africa had all main power interrupted between March 13, 2013 and March 15, 2013 after a fire caused by lightning damaged a transformer at a main regional substation. The power supply to AngloGold Ashanti’s South African mining industry.operations may be curtailed or interrupted again in the future. A warning of the ‘very high’“very high” risk of blackouts was re-issued at the start of 2011.2011 and again in 2012. While a national energy conservation program is in place, Eskom cannot guarantee that there will be no power interruptions. In 2008, AngloGold Ashantiinterruptions and other mining companies operatingis again facing very tight supply reserve margins in South Africa were forced2013, which we expect to temporarily suspend mining operationscontinue at their mines, after whichleast until the company implemented various initiatives at its South African minesnew coal fired Medupi Power Station starts to reduce electricity consumption while operating at full capacity. AngloGold Ashanti cannot offer assurance that the power supply to its South African operations will not be curtailed or interrupted again.come on line in early 2014.

Eskom and the National Energy Regulator of South Africa (NERSA) recognize the need to increase electricity supply capacity and a series of tariff increases and proposals have been enacted to assist in the funding of this expansion. In 2010, NERSA approved an annual increase of 24.8 percent for 2010, 25.8 percent for 2011, and 25.9 percent for 2012, and is now reportedly considering requesting another two similar increases, one each16.0 percent for 2013. The actual increase implemented for 2012 was lowered to 16.09 percent after government intervention, but there can be no assurance as to the existence or nature of any government intervention in the future. In February 2013, NERSA announced that Eskom would be allowed to increase electricity tarriffs at an average yearly rate of 8 percent between 2013 and 2014.2018. This increase is half the 16 percent sought by the utility in its application. As energy represents a large proportion of the company’s operating costs in South Africa, these increases have anhad, and any future increases will have, a materially adverse impact on the cash costs of its South African operations.

The company has also identified a risk of energy shortages in Argentina and the DRC. Furthermore, all of the company’s mining operations in Ghana depend on hydroelectric power supplied by the state-controlled Volta River Authority (VRA), which is supplemented by thermal power from the Takoradi plant and a smaller unit at Tema. During periods of below average inflows from the Volta reservoir, electricity supplies from the Akosombo Dam, the VRA’s primary generation source, may be curtailed as occurred in 1998, 2006 and the first half of 2007. During periods of limited electricity availability, the grid is subject to disturbances and voltage fluctuations which can damage equipment. Recent disruptions in natural gas supply from Nigeria, via the West Africa Gas Pipeline, has led to some reduction in thermal generation capacity and the use of more expensive light crude oil which is putting upward pressure on power tariffs. In the past, the VRA has obtained power from neighboring Côte d’Ivoire, which has intermittently experienced political instability and civil unrest. AngloGold Ashanti negotiates rates directly with the VRA and there can be no assurance that the VRA willmay not agree to a satisfactory rate during future rounds of negotiations.

The company’s mining operations in Guinea, Tanzania and Mali are dependent on power supplied by outside contractors and supplies of fuel are delivered by road. Power supplies have been disrupted in the past, resulting in production losses due to equipment failure.

Increased energy prices could negatively impact operating costs and cash flow of AngloGold Ashanti’s operations.

Global economic conditions could adversely affect the profitability of operations.

AngloGold Ashanti’s operations and performance depend significantly on worldwide economic conditions. The global financial markets have recently experienced increasedconsiderable volatility due tofrom uncertainty surrounding the level and sustainability of the sovereign debt of various countries. In addition, some economists, observers and market participants have expressed concernConcerns remain regarding the sustainability of the European Monetary Union and its common currency, the euro, in their current form.form, as well as the negative impacts of the recent downgrade of the sovereign credit rating of the Republic of South Africa. These conditions and other disruptions to international credit markets and financial systems have caused a loss of investor confidence and resulted in widening credit spreads, a lack of price transparency, increased credit losses and tighter credit conditions. Despite the aggressive measures taken by governments and central banks thusso far, economic recovery has been extremely slow. A significant risk remains that these measures may not prevent the global economy from falling back into an even deeper and longer lasting recession or even a depression.

A global economic downturn and recession may have follow-on effects on AngloGold Ashanti’s business that include inflationary cost pressures and commodity market fluctuations.

Other effects could, for example, include:

the insolvency of key suppliers or contractors which could result in contractual breaches and in a supply chain breakdown;

the insolvency of ourone or more joint venture partners which could result in contractual breaches and disruptions at the operations of ourthe company’s joint ventures;

changes in other income and expense which could vary materially from expectations, depending on gains or losses realized on the sale or exchange of financial instruments, and impairment charges that may be incurred with respect to our investments;

AngloGold Ashanti’s defined benefit pension fund may not achieve expected returns on its investments, which could require the company to make substantial cash payments to fund any resulting deficits;

a reduction in the availability of credit which may make it more difficult for the company to obtain financing for its operations and capital expenditures or make that financing more costly; and

exposure to the liquidity and insolvency risks of the company’s lenders and customerscustomers;

any of which could negatively affect AngloGold Ashanti’s financial condition and operational results.

Uncertainty regarding global economic conditions may increase volatility or negatively impact the market value of the company’s securities.

Inflation may have a material adverse effect on results of operations.

General inflationary pressures affecting the mining industry and accelerating inflation across South American jurisdictions resulted in significant cost pressure during 2011. In Argentina, in particular, rising inflation resulted in higher labor costs and consumables costs in 2011, which could adversely affect procurement and recruitment activities as well as labor relations in 2012.

MostMany of AngloGold Ashanti’s operations are located in countries that have experienced high rates of inflation during certain periods.

It is possible that significantly higher future inflation in the countries in which the company operates may result in an increase in operational costs in local currencies (without a concurrent devaluation of the local currency of operations against the dollar or an increase in the dollar price of gold). This could have a material adverse effect uponon the company’s results of operations and its financial condition. Significantly higher and sustained inflation, with a consequent increase in operational costs, could result in the rationalization of higher cost mines or projects.

Mining companies face many risks related to the development of mining projects that may adversely affect the company’s results of operations and profitability.

The profitability of mining companies depends partly on the actual costs of developing and operating mines, which may differ significantly from estimates determined at the time the relevant project was approved following completion of its feasibility study. Development of mining projects may also be subject to unexpected problems and delays that could increase the development and operating costs of the relevant project.

AngloGold Ashanti’s decision to develop a mineral property is typically based on the results of a feasibility study, which estimatesstudy. Feasibility studies estimate the expected or anticipated economic returns from the project. These estimates are based on assumptions regarding:

future prices of gold, uranium, silver and other metals;

future currency exchange rates;

tonnage, grades and metallurgical characteristics of ore to be mined and processed;

anticipated recovery rates of gold, uranium, silver and other metals extracted from the ore;

anticipated capital expenditure and cash operating costs; and

required return on investment.

Actual cash operating costs, production and economic returns may differ significantly from those anticipated by such studies and estimates. Operating costs and capital expenditure are to a significant extent driven by the cost of commodity inputs consumed in mining, including fuel, chemical reagents, explosives, tirestyres and steel, and also by credits from by-products, such as silver and uranium. They could also fluctuate considerably as a result of changes in the prices of mining equipment used in the construction and operation of mining projects.

There are a number of uncertainties inherent in the development and construction of a new mine or the extension toof an existing mine. In addition to those discussed above, these uncertainties include the:

timing and cost of construction of mining and processing facilities, which can be considerable;

availability and cost of mining and processing equipment;

availability and cost of skilled labor, power, water and transportation;

availability and cost of appropriate smelting and refining arrangements;

requirementapplicable requirements and time needed to obtain the necessary environmental and other governmental permits; and

availability of funds to finance construction and development activities.

The remote location of many mining properties, permitting requirements and/or delays, third-party legal challenges to individual mining projects and broader social or political opposition to mining may increase the cost, timing and complexity of mine development and construction. New mining operations could experience unexpected problems and delays during the development, construction, commissioning and commencement of production. For example, a number of targets for greenfield exploration were missed in 2010, especially those relatingAngloGold Ashanti may prove unable to resource drilling and prefeasibility studies atsuccessfully develop the La Colosa and Gramalote projects as well as other potential exploration sites in Colombia due to difficulties that could arise in relation to, for example, social and at Central Mongbwalucommunity opposition, litigation, ore body grades, definition of adequate reserves and resources, and the time taken to prove project feasibility that could result in the DRC. The total numberexpiry of meters drilledpermits. For example, on March 11, 2013, Cortolima, a regional environmental authority in Colombia, issued an injunction against AngloGold Ashanti’s Colombian subsidiary, alleging that the subsidiary was significantly lower than expected dueoperating without proper permits and was engaging in activity that was harmful to delaysthe environment. Furthermore, at around the same period in the approvaltime, access to an AngloGold Ashanti drilling site was blockaded by residents of the necessary environmental (water use) and access permits. Contractual and legal issues delayed the start of regional exploration drilling on the Kilo joint venture in the DRC until the fourth quarter of 2010.a nearby community.

Accordingly, AngloGold Ashanti’s future development activities may not result in the expansion or replacement of current production, or one or more new production sites or facilities may be less profitable than anticipated or may be loss-making. The company’s operating results and financial condition are directly related to the success of its project developments. A failure in the company’s ability to develop and operate mining projects in accordance with, or in excess of, expectations could negatively impact its results of operations, as well as its financial condition and prospects.

Mining companies face uncertainty and risks in exploration, feasibility studies and other project evaluation activities.

AngloGold Ashanti must continually replace Ore Reserve depleted by mining and production to maintain or increase gold production levels in the long-term.long term. This is undertaken by exploration activities that are speculative in nature. The ability of the company to sustain or increase its present levels of gold production depends in part on the success of its projects.projects and it may be unable to sustain or increase such levels. For example, in South Africa, the company experienced declining production rates (1.213 million ounces of gold in 2012, compared with 1.624 million ounces of gold in 2011 and 1.784 million ounces in 2010), principally due to continued safety and associated stoppages, mining flexibility constraints and overall falls in grades. The significant decrease in 2012 was also mainly attributable to the industrial strike action at the company’s South African mines, which resulted in the loss of production of 235,000 ounces of gold.

Feasibility studies and other project evaluation activities necessary to determine the current or future viability of a mining operation are often unproductive. Such activities often require substantial expenditure on exploration drilling to establish the presence, extent and grade (metal content) of mineralized material. AngloGold Ashanti undertakes feasibility studies to estimate the technical and economic viability of mining projects and to determine appropriate mining methods and metallurgical recovery processes. These activities are undertaken to estimate the Ore Reserve.

Once mineralization is discovered, it may take several years to determine whether an adequate Ore Reserve exists, during which time the economic feasibility of the project may change due to fluctuations in factors that affect both revenue and costs, including:

future prices of metals and other commodities;

future foreign currency exchange rates;

the required return on investment as based on the cost and availability of capital; and

applicable regulatory requirements, including environmental, health and safety matters.

Feasibility studies also include activities to estimate the anticipated:

tonnages, grades and metallurgical characteristics of the ore to be mined and processed;

recovery rates of gold, uranium and other metals from the ore; and

capital expenditure and cash operating costs.

These estimates depend on assumptions made on available data. Ore Reserve estimates are not precise calculations and depend on the interpretation of limited information on the location, shape and continuity of the mineral occurrence and on available sampling results. Further exploration and feasibility studies can result in new data becoming available that may change previous Ore Reserve estimates and impact the technical and economic viability of production from the project. Changes in the forecast prices of commodities, exchange rates, production costs or recovery rates may change the economic status of reserves resulting in revisions to previous Ore Reserve estimates. These revisions could impact depreciation and amortization rates, asset-carrying amounts, provisions for closedown, restoration and environmental cleanuprehabilitation costs.

AngloGold Ashanti undertakes annual revisions to its Ore Reserve estimates based upon actual exploration and production results, depletion, new information on geology, model revisions and fluctuations in production, economic assumptions and operating and other costs. These factors may result in reductions in Ore Reserve estimates, which could adversely affect life-of-mine plans and consequently the total value of the company’s mining asset base. Ore Reserve restatements could negatively affect the company’s results of operations, as well as its financial condition and prospects.

The increased overall demand for gold and other commodities, combined with a declining rate of discovery of new gold Ore Reserve in recent years, has resulted in the accelerated depletion of the existing Ore Reserve across the global gold sector. AngloGold Ashanti therefore faces intense competition for the acquisition of attractive mining properties. From time to time, the company evaluates the acquisition of an Ore Reserve, development properties or operating mines, either as stand-alone assets or as part of companies. AngloGold Ashanti’s decision to acquire these properties has been based on a variety of factors including historical operating results, estimates and assumptions regarding the extent of the Ore Reserve, cash and other operating costs, gold prices, projected economic returns and evaluations of existing or potential liabilities associated with the relevant property and its operations and how these factors may change in future. Other than historical operating results, these factors are uncertain and could have an impact on revenue, cash and other operating costs, as well as the process used to estimate the Ore Reserve.

As a result of these uncertainties, exploration and acquisitions by the company may not result in the expansion or replacement of current production or the maintenance of its existing Ore Reserve net of production or an increase in Ore Reserve. AngloGold Ashanti’s results of operations and its financial condition are directly related to the success of its exploration and acquisition efforts and its ability to replace or increase the existing Ore Reserve. If the company is not able to maintain or increase its Ore Reserve, its results of operations as well as its financial condition and prospects could be adversely affected.

Mining companies face many risks related to their operations that may adversely impact cash flows and overall profitability.

Gold mining is susceptible to events that may adversely impact a mining company’s ability to produce gold and meet production and cost targets. These events include, but are not limited to:

environmental, as well as health and safety hazards, including dust generation, dischargeincidents during production or transportation resulting in injury, loss of metals, pollutants, radioactivitylife, or hazardous chemicals; industrial accidents or accidents during transportation;damage to equipment;

ground and surface water pollution;

social or community disputes or interventions;

security incidents;

surface or underground fires or explosions;

electrocution;

falls from heights and accidents relating to mobile machinery, including shaft conveyances and elevators, drilling blasting and mining operations;

labor force disputes and disruptions;

loss of information integrity or data;

activities of illegal or artisanal miners;

shortages in material and equipment availability;equipment;

mechanical failure or breakdowns and ageing infrastructure;

failure of unproven or evolving technologies;

energy and electrical power supply interruptions or rationing;

unusual or unexpected geological formations, ground conditions, including lack of mineable face length, and ore-pass blockages;

water ingress and flooding;

process water shortages;

metallurgical conditions and gold recovery;

unexpected decline of ore grade;

unanticipated increases in gold lock-up and inventory levels at heap-leach operations;

fall-of-ground accidents in underground operations;

cave-ins, sinkholes, subsidence, rock falls, rock bursts, or landslides;

failure of mining pit slopes, heap-leach facilities, water or solution dams, waste stockpiles and tailings dam walls;

legal and regulatory restrictions and changes to such restrictions;

safety-related stoppages;

gold bullion theft;

corruption, fraud and theft;

allegations of human rights abuses;

seismic activity; and

other natural phenomena, such as floods, droughts or weather conditions, potentially exacerbated by climate change.

Seismic activity is of particular concern in underground mining operations, particularly in South Africa due to the extent and extreme depth of mining, and also in Australia and Brazil due to the depth of mining and residual tectonic stresses. Despite modifications to mine layouts and support technology, as well as other technological improvements employed with a view to minimizing the incidence and impact of seismic activity, seismic events have caused death and injury to employees and contractors and may do so again in future.future, and have in the past and may again result in safety-related stoppages.

Seismic activity may also cause the loss of mining equipment, damage to or destruction of mineral properties or production facilities, monetary losses, environmental damage and potential legal liabilities at operations where seismic activity may be a factor.liabilities. As a result, these events may have a material adverse effect on AngloGold Ashanti’s results of operations and financial condition. For example, in early 2011, mining of the Ventersdorp Contact Reef shaft pillar at TauTonaTau Tona was suspended following a significant seismic event. New equipment had to be purchased and the shutdown contributed to the decline in the operational output of the mine as compared to the previous year.

In the past, floods have also disrupted the operations of some of ourthe company’s mines. For example, unprecedented heavy rains in February and March 2011 in Australia flooded the Sunrise Dam Gold Mine and forced a temporary shutdown of operations. The flood event impacted underground production for approximately four months and open pit production for approximately six months. FullDespite the shutdown, full costs were incurred despite the shutdown, as the mining contractors worked on remedial activities to repair damage and rehabilitate flooded areas. The considerable remedial work required adversely impacted cash costs per ounce and the impact of the flood event and the pit wall failure together significantly reduced planned production at the plant.

Water scarcity has been identified as a significant risk at AngloGold Ashanti’s US operation. Production at the Cripple Creek & Victor Gold Mining Company’s Cresson Project continued to be affected by a severe drought in 2011. The lack of water reduced percolation through the heap-leach pad, which curtailed production and productivity.

Mining companies’ operations are vulnerable to infrastructure constraints.

Mining, processing, development and exploration activities depend on adequate infrastructure. Reliable rail, ports, roads, bridges, power sources, power transmission facilities and water supply are critical to ourthe company’s business operations and affect capital and operating costs. These infrastructure and services are often provided by third parties whose operational activities are outside the control of the company.

Interferences in the maintenance or provision of infrastructure, including unusual weather phenomena, sabotage and social unrest, could impede the company’s ability to deliver its products on time and adversely affect AngloGold Ashanti’s business, financial condition and results of operations.operations and financial condition.

Establishing infrastructure for the company’s development projects requires significant resources, identification of adequate sources of raw materials and supplies, and necessary co-operation from national and regional governments, none of which can be assured.

AngloGold Ashanti has operations or potential development projects in countries where government-provided infrastructure may be inadequate and regulatory regimes for access to infrastructure may be uncertain, which could adversely impact the efficient operation and expansion of ourits business. There is no guarantee that AngloGold Ashanti willmay not secure and maintain access to adequate infrastructure in the future, nor thator it canmay not do so on reasonable terms.

WeMining companies face strong competition from our peers.competition.

The mining industry is competitive in all of its phases. AngloGold Ashanti competes with other mining companies and individuals for specialized equipment, components and supplies necessary for exploration and development, for mining claims and leases on exploration properties and for the acquisition of mining assets. These competitors may have greater financial resources, operational experience and technical capabilities than AngloGold Ashanti. Competition may increase AngloGold Ashanti’s cost of acquiring suitable claims, properties and assets, should they become available to the company.assets.

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

Gold mining operations are subject to a variety of industry-specificextensive health and safety laws and regulations depending on whichin every jurisdiction they areoperate in. These laws and regulations, arealong with international and industry standards, designed to protect and improve the safety and health of employees. AngloGold Ashanti is also in the process of implementing an enhanced safety program, including improved incident investigation and reporting systems, which could result in significant additional costs for the company.employees, require extensive compliance measures.

From time to time, new or improvedupdated health and safety laws, regulations and regulationsstandards are introduced in jurisdictions in which AngloGold Ashanti operates.introduced. Should compliance with new standardsthese require a material increase in expenditure or material changes or interruptions to operations or production, including as a result of any temporary failure to comply with applicable regulations, the company’s results of operations and the financial condition of the company could be adversely affected. Furthermore, AngloGold Ashanti is implementing an enhanced safety program, which could result in additional costs for the company.

In some of the jurisdictions in which we operate,AngloGold Ashanti operates, the government enforces compulsory shutdowns of operations to enable investigations into the cause of accidents at those operations.accidents. Certain of the company’s operations have been temporarily suspended for safety reasons in the past. In South Africa, in particular, so-called Section‘Section 54 safety stoppagesstoppages’ have become a significant issue. In 2011, the Inspector of Mines ordered the shutdown of entire mines in cases of relatively minor violations, which had a material impact on production at these mines. In particular, the Inspector issued Kopanang 11eleven Section 54 directivesnotices during the year.2011. Each directivenotice resulted in Kopanang suspending operations either fully or partially in order to comply with the inspector’s recommendations on safety.

Safety-related stoppages resulted in the direct loss of 72,900 and 72,400 ounces of gold production during 2011 and 2012, respectively, in South Africa.

A working group comprisingcomprised of the inspectorate, the mining industry and organized labor has been formed to address the trend of increasing safety stoppages.stoppages in South Africa. However, the working group may not agree on how to address this issue and the number of safety stoppages may continue or even increase in the future.

AngloGold Ashanti’s reputation as a responsible company and employer could be damaged by any significant governmental investigation or enforcement of health and safety laws, regulations or standards. Any of these factors could have a material adverse effect on the company’s results of operations and financial condition.

Mining companies are increasingly required to consider and take steps to developoperate in a sustainable manner and to provide benefits to the communities and countries in which they operate.affected communities. Failure to consider suchcomply with these requirements can result in legal suits, additional operational costs, adverse reactions by investorsinvestor divestment, loss of ‘social licence to operate’, and otherwise adversely impact mining companies’ financial condition and social license to operate.condition.

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

These businesses are under pressure to demonstrate that while they seek a satisfactory return on investment for shareholders, human rights are respected and other social partners, including employees, host communities and more broadly the countries in which they operate, also benefit from their commercial activities. Such pressures tend to be particularly focused on companies whose activities are perceived to have, or have, a high impact on their social and physical environment. The potential consequences of these pressures and the adverse publicity in cases where companies are believed not to be creating sufficient social and economic benefit may result in additional operating costs, reputational damage, active community opposition, allegations of human rights abuses, legal suits and investor withdrawal.

Existing and proposed mining operations are often located at or near existing towns and villages, natural water courses and other infrastructure. As the impacts of dust generation, waste storage, water pollution or shortage, in particular, may be immediate and directly adverse to those communities, poor environmental management of eitherpractices, or adverse changes in the supply or the quality of water can result in community protest, regulatory sanctions or ultimately in the withdrawal of community and government support for company operations. For example, opposition to mining activity in the Tolima province of Colombia, which hosts the La Colosa deposit, has centered on the perception that large-scale mining activity will have a detrimental impact on the region’s river systems.

Mining operations must therefore be designed to minimize their impact on such communities and the environment, either by changing mining plans to avoid such impact, by modifying mining plans and operations, or by relocating the affected people to an agreed location. Responsive measures may also include agreed levelsthe full restoration of compensation for any adverse impact ongoing mining operations may continue to have upon the community.livelihoods of those impacted.

In addition, as AngloGold Ashanti has a long history of mining operations in certain regions, issues may arise regarding historical as well as potential future environmental or health impacts toin those areas. For example, certain parties, including NGOs,non-governmental organizations, community groups and institutional investors, have raised concerns about surface and groundwater quality, among other issues, in the area surrounding the company’s Obuasi and Iduapriem mines in Ghana, including potential impacts to local rivers and wells used for water from heavy metals, arsenic and cyanide as well as sediment and mine rock waste. Following temporary shutdowns at both mines in 2010, the company has made improvements in effluent quality management and constructed new tailings impoundments to reduce the risk of incidents that have the potential to degrade local water sources. AngloGold Ashanti is continuing to investigate allegations of impacts by the company’s operations on water quality in mining areas and to consider, as appropriate, potential additional responsive actions such as remediation, engineering and operational changes at the mine sites and community outreach programs.

Disputes with surrounding communities may also affect mining operations, by the restrictionparticularly where they result in restrictions of access to supplies and of the workforce to mining operations. The mines’miners’ access to land may be subject to the rights or asserted rights of various community stakeholders, including indigenous people. Access to land and land use is of critical importance to the company for exploration and mining, as well as for ancillary infrastructure. In some cases, AngloGold Ashanti has had difficulty gaining access to new land because of perceived poor community compensation practices. For example, compensation remains a significant area of concern in Siguiri in Guinea. In 2011, a violent community protest interrupted operations for three days, which contributed to the project’s decline in production as compared to 2010. Delays in projects attributable to a lack of community support can translate directly into a decrease in the value of a project or into an inability to bring the project to production.

The cost of measures and other issues relating to the sustainable development of mining operations could place significant demands on personnel resources, could increase capital and operating costs and could have an adverse impact uponon AngloGold Ashanti’s reputation, results of operations and financial condition.

Mining companies are subject to extensive environmental laws and regulations.

Mining companies are subject to extensive environmental laws and regulations in the various jurisdictions in which they operate.operate in addition to international standards. These regulations and standards establish limits and conditions on a producer’sminer’s ability to conduct its operations and govern, among other things, extraction, use and conservation of water resources; air emissions (including dust control) and water treatment and discharge; regulatory and community reporting; clean-up of contamination; worker safety and community health; and the generation, transportation, storage and disposal of solid and hazardous wastes, such as acids, radioactive materials, and mine tailings.

The cost of compliance with environmental laws and regulations is expected to continue to be significant to AngloGold Ashanti. AngloGold Ashanti could incur fines, penalties and other sanctions, clean-up costs, and third-party claims for personal injury or property damages;damages, suffer reputational damage; anddamage, or be required to install costly pollution control equipment or to modify or suspend operations, as a result of actual or alleged violations or liabilities underof environmental laws and regulations. In addition, unknown environmental hazards may exist on the company’s properties which may have been caused by previous owners or by existing operators.

For example, in 2010 AngloGold Ashanti’s Obuasi mine in Ghana suspended gold processing operations for five days to implement a revised water management strategy aimed at reducing contaminants contained in its discharge. Brief stoppages after environmental incidents, such as pipeline failures, have occurred more recently at that mine. Furthermore, following a temporary suspension of operations at the Iduapriem mine, the company, with the approval of the Ghana Environmental Protection Agency, constructed an interim tailings storage facility for tailings deposition for a year while the greenfieldsa new tailings storage facility was being constructed. InThe company continues to seek to make improvements in water quality management to reduce the risk of unpermitted and/or accidental discharges and, in addition, the companyit is currently investigating allegations of impacts on water quality in the area of these mines.

Failure to comply with applicable environmental laws and regulations may also result in the suspension or revocation of operating permits. AngloGold Ashanti’s ability to obtain and maintain permits and to successfully operate in particular communities may be adversely impacted by real or perceived effects on the environment or human health and safety associated with AngloGold Ashanti’s or other mining companies’ activities.

For example, in Colombia, various plaintiffs, including associations that represent local communities, have brought legal proceedings against AngloGold Ashanti Colombia S.A. (AGAC) alleging that AGAC has violated applicable environmental laws in connection with the La Colosa project. If the plaintiffs were to prevail, AGAC’s three core concession contracts relating to the La Colosa project may be canceled, the companycancelled, AGAC would be required to abandon the La Colosa project and all other existing mining concession contracts and pending proposals for new mining concession contracts of AGAC, butthough not also those of other companies of the AngloGold Ashanti group operating in Colombia, would also be canceled.Colombia. In addition, AGAC would be banned from doing business with the Colombian government for a period of five years. See “ItemItem 8A.: Consolidated statements and other financial information Legal proceedings““Legal proceedings”.

Environmental laws and regulations are continually changing and are generally becoming more restrictive.stringent. Changes to AngloGold Ashanti’s environmental compliance obligations or operating practices could adversely affect the company’s rate of production and revenue. Variations in laws and regulations, assumptions made to estimate liabilities, standards or operating procedures, more stringent emission or pollution thresholds or controls, or the occurrence of unanticipated conditions, may require operations to be suspended or permanently closed, and could increase AngloGold Ashanti’s expenses and provisions. These expenses and provisions could adversely affect the company’s results of operations and its financial condition.

For example, the use of sodium cyanide in metallurgical processing is under increasing environmental scrutiny and is prohibited infor certain jurisdictions. As there are few, if any, effective substitutes in extracting gold from the ore, any ban or material restrictions on the use of sodium cyanide in mining operations in the jurisdictions where AngloGold Ashanti conducts its operations could adversely affect the company’s results of operations and its financial condition. In addition, leaks or discharges of sodium cyanide or other hazardous materials could result in liabilities for clean-up liabilitiesor personal injury that may not be covered by insurance.

AngloGold Ashanti’s operations are heavily dependent upon access to substantial volumes of water for use in the mining and extractive processes and typically are subject to water-use permits that govern usage and require, among other things, that mining operations maintain certain water quality upon discharge. Water quality and usage are areas of concern globally, but are particularly significant forsuch as with respect to the company’s mining operations in Ghana and South Africa and forits exploration projects in Colombia, where there is significant potential environmental and social impact and a high level of stakeholder scrutiny. Any failure by the company to secure access to suitable water supplies, or achieve and maintain compliance with theapplicable requirements of the permits or licenses, could result in curtailment or halting of production at the affected operation. Incidents of water pollution or shortage can, in extreme cases, lead to community protest and ultimately to the withdrawal of community and government support for our operations. Water scarcity has been identified as a significant risk at AngloGold Ashanti’s US operation in particular. Production at the company’s operations.Cripple Creek & Victor Gold Mining Company’s Cresson mine continued to be affected by a severe drought in 2011 and 2012. The lack of water reduced percolation through the heap-leach pad, which curtailed production and productivity.

Mining and mineral processing operations generate waste rock and tailings. The impact of adust generation, breach, leak, or other failure of a waste rock or tailings storage facility, can be significant. An incident at AngloGold Ashanti’s operations could lead to, among others, obligations to remediate environmental contamination and claims for property damage and personal injury.injury from adjacent communities. Incidents at other companies’ operations could result in governments tightening regulatory requirements and restricting mining activities.

In addition, mining companies are required by law to close their operations at the end of the mine life and rehabilitate the lands mined. Estimates of total ultimate closure and rehabilitation costs for gold mining operations are significant and based principally on life-of-mine profiles, changing inflation and discount rate assumptions, changing designs of tailing storage facilities and current legal and regulatory requirements that may change materially. Environmental liabilities are accrued when they become known, probable and can be reasonably estimated. Increasingly, regulators are seeking security in the form of cash collateral or bank guarantees in respect of environmental obligations, which could have an adverse impact on AngloGold Ashanti’s financial condition.

AngloGold Ashanti’s discounted closure liability was US$758 million as at December 31, 2012 compared with US$653 million as at December 31, 2011. The reasons for the change were new damage from current mining operations, new damage from building of new mining areas, the acquisition of Mine Waste Solutions, changes in

estimates for new life of mine calculations and changes in discount rates. Costs associated with rehabilitating land disturbed by mining processes and addressing environmental, health and community issues are estimated and financial provision made based upon current available information. Estimates may, however, be insufficient and further costs may be identified at any stage.stage that may exceed the provisions that AngloGold Ashanti has made. Any underestimated or unidentified rehabilitation costs would reduce earnings and could materially and adversely affect the company’s asset values, earnings and cash flows.

Compliance with emerging climate change regulations could result in significant costs and climate change may present physical risks to a mining company’s operations.

Greenhouse gases (GHGs) are emitted directly by AngloGold Ashanti’s operations, as well as by external utilities from which AngloGold Ashanti purchases power. Currently, a number of international and national measures to address or limit GHG emissions, including the Kyoto Protocol, the Copenhagen Accord and the Durban Platform, are in various phases of discussion or implementation in the countries in which the company operates. In particular, the Durban Platform commits all parties to the conference to develop a global mitigation regime which could take effect in 2020, with the specific terms of that legally binding accord, including individual targets, to be finalized by 2015. These, or future, measures could require AngloGold Ashanti to reduce its direct GHG emissions or energy use or to incur significant costs for GHG emissions permits or taxes or have these costs or taxes passed on by electricity utilities which supply the company.company’s operations. AngloGold Ashanti also could incur significant costs associated with capital equipment, GHG monitoring and reporting and other obligations to comply with applicable requirements. For example, Australia has passed legislation that will implementon July 1, 2012, the Australian Government introduced a carbon tax on GHG emissions. It also plans to implement an emissions trading scheme commencingbeginning in July 2012.2015. Other countries, including South Africa, Brazil and the United States, have passed or are considering GHG trading or tax schemes, and/or other regulation of GHG emissions, thoughalthough the precise impact on AngloGold Ashanti’s operations cannot yet be determined.

In addition, AngloGold Ashanti’s operations could be exposed to a number of physical risks from climate change, such as changes in rainfall rates, rising sea levels, reduced water availability, higher temperatures and extreme weather events. Events or conditions such as flooding or inadequate water supplies could disrupt mining and transport operations, mineral processing and rehabilitation efforts, could create resource shortages and couldor damage the company’s property or equipment and increase health and safety risks on site. Such events or conditions could have other adverse effects on the company’s workforce and on the communities around ourits mines, such as an increased risk of food insecurity, water scarcity and prevalence of disease.

Compliance with emerging ‘conflict minerals’materials’ and ‘responsible gold’ legislation and standards could result in significant costs.

There is increasing legislation and initiativesare ever more stringent standards relating to ‘conflict’‘conflict minerals’ and ‘responsible’ gold that include the: US Dodd-Frank Act; World Gold Council Conflict Free Gold Standard; Organization for Economic Cooperation and Development Due Diligence Guidelines for Responsible Supply Chain of Minerals from Conflict-Affected and High-Risk Areas; and London Bullion Market Association Responsible Gold Guidance. This

Any such legislation and standards may result in the increased cost of demonstratingsignificant costs to ensure and demonstrate compliance, and difficulties in the sale of gold emanating from certain areas, such as the Democratic Republic of the Congo (DRC) and its neighbors.areas. The complexities of the gold supply chain, especially as they relate to ‘scrap’ or recycled gold, and the fragmented and often unregulated supply of artisanal and small-scale mined gold are such that there may be significant uncertainties at each stage in the chain as to the provenance of the gold, and as a result of uncertainties in the process, the costs of due diligence and audit, or the reputational risks of defining their product or a constituent part as containing a ‘conflict mineral’ would be too burdensome for the company’s customers. Accordingly, manufacturers may decide to switch supply sources or to substitute gold with other minerals not covered by the initiatives. This could have a material negative impact on the gold industry, including on AngloGold Ashanti’s financial results.

Mining operations and projects are vulnerable to supply chain disruption with the result that operations and development projects could be adversely affected by shortages of, as well as the lead times to deliver, strategic spares, critical consumables, mining equipment or metallurgical plant.

AngloGold Ashanti’s operations and development projects could be adversely affected by both shortages and long lead times to deliver strategic spares, critical consumables, mining equipment and metallurgical plant. Import restrictions, such as those introduced by the Argentine government in 2011, can also delay the delivery of parts and equipment. In the past, the company and other gold mining companies experienced shortages in critical consumables, particularly as

production capacity in the global mining industry expanded in response to increased demand for commodities. AngloGold Ashanti has also experienced increased delivery times for these items. Shortages have resulted in unanticipated price increases and production delays and shortfalls, resulting in a rise in both operating costs and in the capital expenditure necessary to maintain and develop mining operations.

Individually, AngloGold Ashanti and other gold mining companies have limited influence over manufacturers and suppliers of these items. In certain cases there are a limited number of suppliers for certain strategic spares, critical consumables, mining equipment or metallurgical plant who command superior bargaining power relative to the company. The company could at times face limited supply or increased lead time in the delivery of such items. For example, during 2012, supply of caustic soda was delayed in the Continental Africa Region. In addition, the unreliability of oxygen and lime supply similarly affected production at the Vaal River and West Wits surface operations in South Africa throughout 2011 and poor availability of drill rigs, heavy machinery and fleet equipment hampered underground drilling and overall operational performance at the Serra Grande mine in Brazil in 2011. In addition, the unreliability of oxygen and lime supply similarly affected production at the Vaal River and West Wits Surface Operations in South Africa throughout the year.

The company’s procurement policy is to source mining and processing equipment and consumables from suppliers that meet its corporate values and ethical standards although risk remains around the management of ethical supply chains. In certain locations, where a limited number of suppliers meet these standards, furtheradditional strain is placed on the supply chain, thereby increasing the cost of supply and delivery times.

Furthermore, supply chains and rates can be impacted by natural disasters, and other phenomena, such as earthquakes, extreme weather patterns and climate change.change, as well as other phenomena that include unrest, strikes, theft and fires. For example, the 2011 earthquake and tsunamia three-week transport strike in Japan has had a limited knock-on effect on2012 delayed the supply of consumables in South Africa. Potential supply chain disruption in Mali, as a result of the coup d’état and subsequent state of emergency, has been avoided to date by well managed consumable stock holding. Potential gold doré export disruptions at Geita, the result of an attempted gold heist, and in Mali, following the closure of Bamako International Airport, were minimized with the introduction of alternative transportation arrangements. In February 2013, a fire destroyed the heavy mining equipment lead timesstock of spares and costs of certain supplies.components at the Geita gold mine. If AngloGold Ashanti experiences shortages, or increased lead times in the delivery of strategic spares, critical consumables, mining equipment or processing plant, the company might have to suspend some of its operations and its results of operations and financial condition could be adversely impacted.

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

The mining industry has limited industry-specific accounting literature. As a result, there is diverse interpretation and application of accounting literature on mining specific issues. AngloGold Ashanti, for example, capitalizes drilling and costs related to defining and delineating a residual mineral deposit that has not been classified as a Proven‘Proven and Probable ReserveReserve’ at a development project or production stage mine. Some companies, however, expense such costs.

As and when this diverse interpretation and application is addressed, the company’s reported results could be adversely impacted should the adopted interpretation differ from the position it currently follows.

AFailure to comply with laws, regulations, standards, contractual obligations whether following a breach or breaches in governance processes or fraud, bribery and corruption may lead to regulatory penalties, loss of licenseslicences or permits, and loss of reputation.

Since AngloGold Ashanti operates globally in multiple jurisdictions and with numerous and complex frameworks, its governance and compliance processes may not prevent potential breaches of law, accounting principles or other governance practices.

AngloGold Ashanti’s Code of Business Principles and Ethics, among other policies, standards and guidance, and training thereon may not prevent instances of fraudulent behavior and dishonesty,unethical or unlawful behaviour, including bribery or corruption, nor guarantee compliance with legal and regulatory requirements. Such a breach orrequirements, and breaches may leadnot be detected by management.

Sanctions for failure by the company or others acting on its behalf to regulatorycomply with these laws, regulations, standards and contractual obligations could include fines, penalties, imprisonment of officers, litigation, and loss of operating licenseslicences or permits, suspensions of operations, and may damage the company’s reputation. Such sanctions could have a material adverse impact on the company’s financial condition and results of operations.

Breaches in information technology security and governance process may adversely impact business activities.

AngloGold Ashanti maintains global information technology and communication networks and applications to support its business activities. Information technology security processes may not prevent future malicious actions, denial-of-service attacks, or fraud, resulting in corruption of operating systems, theft of commercially sensitive data, misappropriation of funds and business and operational disruption. Material system breaches and failures could result in significant interruptions that could in turn affect AngloGold Ashanti’s operating results and reputation.

Risks related to AngloGold Ashanti’s results of operations and its financial condition as a result of factors specific to the company and its operations

AngloGold Ashanti has removed the last of its gold hedging instruments and long-term sales contracts which exposesexposing the company to potential gains from subsequent commodity price increases but exposes it entirely to subsequent commodity price decreases.

AngloGold Ashanti removed the last of its gold hedging instruments in October 2010 to provide greater participation in a rising gold price environment. As a result, AngloGold Ashanti no longer has any protection against declines in the market price of gold compared with previous years.gold.

A sustained decline in the price of gold could adversely impact the company’s operating results and its financial condition.

Any downgrade of credit ratings assigned to AngloGold Ashanti’s debt securities could increase future interest costs and adversely affect the availability of new financing.

An actual or expected negative development of AngloGold Ashanti’s results of operations or cash flows, country risk, financial metrics, or an increase in net debt position could result in the deterioration of the company’s credit ratings. AngloGold Ashanti’s ratings are influenced by the location of its domicile and its operations. Following the downgrade of South Africa’s sovereign debt rating as a result of strikes, social tension and policy uncertainty in South Africa, AngloGold Ashanti was placed on “credit watch negative” by Standard & Poor’s on October 17, 2012. On December 10, 2012, Standard & Poor’s affirmed the investment grade rating of the company’s publicly traded debt, but warned that it could lower the rating in the future.

Any such downgrade by ratings agencies could increase the cost of capital, reduce the investor base and negatively and materially affect AngloGold Ashanti’s business, results of operations and financial condition.

Labor disruptions could have a material adverse effect on AngloGold Ashanti’s results of operations and financial condition.

AngloGold Ashanti employees in South Africa, Ghana, Guinea and Argentina, are highly unionized. Trade unions, therefore, have a significant impact on the company’s labor relations, as well as on social and political reforms, most notably in South Africa. There is a risk that strikes or other types of conflict with unions or employees may occur at any of the company’s operations, particularly where the labor force is unionized or there is inter-union rivalry. Labor disruptions may be used to advocate labor, political or social goals in the future. For example, labor disruptions may occur in sympathy with strikes or labor unrest in other sectors of the economy and for political goals. Labor unrest in South Africa can also be fuelled by migrant labor conditions and mine worker debt levels. Furthermore, such labor disruptions may themselves affect or be perceived to affect local political and social stability. Acts or vandalism affecting mines and mine equipment are possible during periods of labor unrest.

For example, following a wave of labor unrest and unprotected strike action that took place throughout the South African mining, transport and agricultural sectors since early August 2012, workers from AngloGold Ashanti’s Kopanang mine, three West Wits mines and the Vaal River region’s other operations engaged in unprotected strikes in September 2012. More than 100,000 miners were involved in the strikes across the mining sector during the last four months of 2012. Workers at AngloGold Ashanti mines in South Africa have also staged sit-ins which prompted the company to suspend operations at some of its mines. These work stoppages pose significant safety risks and operating challenges. The protracted period of inactivity caused by the strike, coupled by the depth of the affected mines, has complicated the consequent ramping up of production following the termination of the strikes and has resulted in a lengthened ramp-up period to ensure employee safety. The unprotected strike action at the South African operations had an adverse impact

on the company’s third quarter results and significantly adversely impacted its fourth quarter results. The company estimates that the unprotected strike action cost approximately 235,000 ounces in lost production due to the work stoppages and the slow ramp-up to full production.

Lower production and payroll increases resulting from the labor disruptions have adversely impacted the financial performance of all South African operations, threatening viability in some cases and similar disruptions in the future may have a material adverse effect on the company’s results of operations and financial condition. For example, subsequent to the 2012 strikes, AngloGold Ashanti, along with its major gold-producing peers in South Africa, increased the entry-level pay of employees; established a new pay category for equipment operators; provided an allowance for rock-drill operators; and increased pay by 2 percent for most categories of workers. The net impact of the settlement on the payroll cost for AngloGold Ashanti is $16 million per annum.

Increased labor costs could have a material adverse effect on AngloGold Ashanti’s results of operations and financial condition.

Labor costs represent a substantial proportion of the company’s total operating costs and at many operations, including its South African, Ghanaian and Tanzanian operations, constitute the company’s single largest component of operating costs. Failing to obtain any simultaneous increase in productivity, any change to the company’s wage agreements or other factors that could increase labor costs may have a material adverse effect on AngloGold Ashanti’s results of operations and financial condition. In 2012, the cost of salaries and wages increased by 7 percent over 2011 levels.

In South Africa, the established practice is to negotiate wages and conditions of employment with the unions every two years through the Chamber of Mines of South Africa. South African employment law sets out minimum terms and conditions of employment for employees, which form the benchmark for all employment contracts. As at December 31, 2012, approximately 62 percent of the company’s workforce, excluding contractors, or approximately 52 percent of its total workforce was located in South Africa. At present, the mining unions and gold mining companies are in the second year of this two-year wage agreement, with the latest increases (ranging from 8 percent to 10 percent) awarded to the workforce in July 2012 and additional improvements to the current pay structure offered to workers on October 18, 2012. Further negotiations on this agreement are expected in 2013, which may result in an increase in labor actions. In addition, any new agreement could result in increased labor costs for the company.

AngloGold Ashanti’s results may be further impaired if it incurs penalties for failing to meet standards set by labor laws regarding workers’ rights or incurs costs complying with new labor laws, rules and regulations. For example, employment law in South Africa imposes monetary penalties for neglecting to report to government authorities on progress made towards achieving employment equity in the workplace. Ghanaian law also contains broad provisions requiring mining companies to recruit and train Ghanaian personnel and to use the services of Ghanaian companies. In Australia, the federal government has recently introduced a new industrial relations system that includes ‘good faith bargaining’ obligations for employers, fewer restrictions on the content of collective agreements and an enhanced role for union officials as bargaining representatives, parties to agreements and participants in dispute resolution. Penalties and compliance costs, as well as increased costs due to laws and regulations less favourable to employers, could have a material adverse effect on the company’s results of operations and financial condition.

AngloGold Ashanti’s mining rights in the countries in which it operates could be altered, suspended or cancelled for a variety of reasons, including breaches in its obligations in respect of its mining rights.

AngloGold Ashanti’s right to own and exploit Mineral Reserves and deposits is governed by the laws and regulations of the jurisdictions in which the mineral properties are located. Currently, a significant portion of the company’s Mineral Reserves and deposits are located in countries where mining rights could be suspended or cancelled should it breach its obligations in respect of the acquisition and exploitation of these rights.

In alleach of the countries in which AngloGold Ashanti operates, the formulation or implementation of government policies on certain issues may be unpredictable. This may include changes in laws relating to mineral rights and ownership of mining assets and the right to prospect and mine, and in extreme cases, nationalization, expropriation or nullification of existing concessions, licenses, permits, agreements and contracts.

For In May 2012, for example, the GuineanArgentine government has announced in media reports that it will seek to increase its equity interest in mines and there is a call for debate on nationalization and increased state ownership in South Africa. nationalized the oil company Yacimientos Petrolíferos Fiscales (YPF) by expropriating 51 percent of the shares from the majority Spanish shareholder.

Any existing and new mining and exploration operations and projects are subject to various national and local laws, policies and regulations governing the ownership and the right to prospect or mine or develop proposed projects. For more details on the risks surrounding ownership of mining assets, see the section entitled “Title“– Title to AngloGold Ashanti’s properties may be uncertain and subject to challenge” and “– AngloGold Ashanti’s Mineral Reserve, deposits and mining operations are located in countries that face political, economic and security risks that may affect both the terms of its mining concessions, as well as its ability to conduct operations in certain countries”.

Project implementation delays could result in licences not being renewed and the loss of mining rights. Some of AngloGold Ashanti’s mining concessions, authorizations, licences and permits are subject to expiry, limitations on renewal and to various other risks and uncertainties. For example, the company’s license to mine at the Mongbwalu concession in the DRC is up for renewal in 2014, but the company must seek renewal a year in advance of the license’s expiration. The company may not be successful in the renewal process or in retaining the license on the same terms. If the company is unsuccessful in the renewal process, it will need to record an impairment. In October 2012, the DRC announced a proposed overhaul of the DRC’s mining code, which could affect the company’s ability to renew the license or its terms. This overhaul is still in progress.

If AngloGold Ashanti is not able to obtain or maintain necessary permits, authorizations or agreements to prospect or mine or to implement planned projects, or continue its operations, under conditions, or comply with all laws, regulations or requirements, or do so within time-frames that make such plans and operations economically viable, or if the laws impacting the company’s ownership of its mineral rights, or the right to prospect or mine change materially, or should governments increase their ownership in the mines or nationalize them, AngloGold Ashanti’s results of operations and its financial condition could be adversely affected.

In South Africa, mining rights are linked to meeting various obligations that include the Broad-Based Socio-Economic Empowerment Charter for the South African Mining Industry, referred to as the Mining Charter. The Mining Charter was amended in 2010 (the Revised Charter). Compliance with the Revised Charter, measured using a designated scorecard, requires that every mining company achieve 26 percent ownership by historically disadvantaged South Africans (HDSAs) of its South African mining assets by May 2014, and achieve targeted levels of participation by HDSAs in various other aspects of management. The company will incur expenses in giving further effect to the Revised Charter and the scorecard.

The outcome of the review of the Mining Charter five years after promulgation was made public in September 2010. While compliant with ownership targets to be achieved by May 2014, AngloGold Ashanti must make further progress to achieve future targets, including further participation by HDSAs in various aspects of management, the upgrade of housing and accommodation at the company’s mines, further human resource development, mine community development, sustainable development and growth as well as procurement and enterprise development, certain of which are also included under the Code of Good Practice for the Minerals Industry and Housing and Living Conditions Standard, as defined and discussed below and which targets must also be achieved by May 2014.

As required by the South African Mineral and Petroleum Resources Development Act (MPRDA), the Minister of Mineral Resources published a Code of Good Practice for the Minerals Industry (Code) and the Housing and Living Conditions Standard (Standard) in April 2009. The Code was developed to create principles to facilitate effective implementation of minerals and mining legislation and enhance implementation of the Mining Charter applicable to the mining industry. The Standard aims to include the provision of housing as an integral part of infrastructure during the development of a mine. Both the Code and the Standard provide that non-compliance equates to non-compliance with the MPRDA. It is unclear whether non-compliance with the Code or the Standard would lead to the cancellation or suspension of a mining right. Subsequent to the publication of the Code and the Standard, representatives of the Department of Mineral Resources, organized labor and the South African mining industry have engaged in discussions in an effort to address the concerns of the mining industry and to possibly amend the Code and the Standard. Furthermore, discussions related to the Code and Standard have become related to the review of the Mining Charter. It is anticipated that the contents of the Code and Standard will ultimately be amended to bring them in line with the Revised Charter. Details of the final Code and Standard are currently uncertain.

AngloGold Ashanti’s mining rights in South Africa can be suspended or cancelled by the Minister of Mineral Resources and AngloGold Ashanti may be unable to obtain any new mining rights if the company breaches its obligations in complying with the MPRDA or the Revised Charter.

Title to AngloGold Ashanti’s properties may be uncertain and subject to challenge.

AngloGold Ashanti has operations in several countries where ownership of land is uncertain and where disputes may arise in relation to ownership. Certain of the company’s properties may be subject to the rights or the asserted rights of various community stakeholders, including indigenous people. The presence of those stakeholders may have an impact on AngloGold Ashanti’s ability to develop or operate its mining interests. For example, in Australia, the Native Title Act (1993) provides for the establishment and recognition of native title under certain circumstances. In South Africa, the Extension of Security of Tenure Act (1997) and the Restitution of Land Rights Act (1994) provide for various landholding rights. Such legislation is complex, difficult to predict and outside of the company’s control, and could therefore negatively affect the business results of new or existing projects. Where consultation with stakeholders is statutorily or otherwise mandated, there can be no assurance that relations willmay not remain amicable and disputes may lead to reduced access to properties or delays in operations.

Title to the company’s properties, particularly undeveloped ones, may also be defective or subject to challenge. Title insurance generally is not available, and title review does not necessarily preclude third parties from contesting ownership. Where surveys have not been conducted, the precise area and location of the company’s claims may be in doubt. Accordingly, AngloGold Ashanti’s mineral properties may be subject to prior unregistered liens, agreements, transfers or claims, including native land claims, and title may be affected by, among other things, undetected defects.

AngloGold Ashanti may experience unforeseen difficulties, delays or costs in successfully implementing its business strategy and projects, including any cost-cutting initiatives, and itsany such strategy or project may not result in the anticipated benefits.

The successful implementation of the company’s business strategy and projects depends upon many factors, including those outside its control. For example: the successful management of costs will depend on prevailing market prices for input costs; the ability to grow the business will depend on the successful implementation of the company’s existing and proposed project development initiatives and continued exploration success, as well as on the availability of attractive merger and acquisition opportunities, all of which are subject to the relevant mining and company specific risks as outlined in these risk factors.

AngloGold Ashanti is in the process of implementing initiatives relating to strategic alignment, portfolio review, restructuring and cost-cutting, including in connection with the consolidation of its business activities and assets. Any future contribution of these measures to profitability will be influenced by the actual savings achieved and by the company’s ability to sustain these ongoing efforts. Strategic alignment, restructuring and cost-cutting initiatives may involve various risks, including, for example, labor unrest and operating licence withdrawal. The risk is highest in South Africa, given recent calls for withdrawal of mining licences for ‘mothballed shafts’ and hostile reaction to proposed

mining industry retrenchments. In addition, these measures may not be implemented as planned; turn out to be less effective than anticipated; only become effective later than anticipated; or not be effective at all. Any of these outcomes, individually or in combination, may adversely impact the company’s business, results of operations and financial condition.

AngloGold Ashanti’s business strategy also includes divesting activities in some business areas and strengthening others, including through mergers and acquisitions. With respect to dispositions, AngloGold Ashanti may not be able to divest some of its activities as planned or to obtain all of the required approvals, and the divestitures that are carried out could have a negative impact on its business, results of operations, financial condition and reputation.

AngloGold Ashanti may also prove unable to deliver on production targets, including in potentially critical areas, such as the Obuasi turnaround plan in Ghana, as well as on the timely, cost-effective and successful execution of key capital project execution,projects, including at the Tropicana project in Australia, the Kibali project in the DRC, and with regard to the implementation of the company’s new Enterprise Resource Planning (ERP) system. For more details on the risks surrounding the ERP implementation, see the section entitled “The implementation of an integrated Enterprise Resource Planning (ERP)ERP system could have an adverse effect on AngloGold Ashanti’s operational results of operations and its financial condition.”

AngloGold Ashanti cannot give assurance that unforeseenUnforeseen difficulties, delays or costs will notmay adversely affect the successful implementation of itsAngloGold Ashanti’s business strategy, or that the strategy and projects, willand such strategy and projects may not result in the anticipated benefits.

Any acquisition or acquisitions that AngloGold Ashanti may complete may expose the company to new geographic, political, legal, social, operating, financial and geological risks.

AngloGold Ashanti may pursue the acquisition of producing, development and advanced stage exploration properties and companies. Any such acquisition may change the scale of the company’s business and operations and may expose it to new geographic, geological, political, social, operating, financial, legal, regulatory and contractual risks. For example: there may be a significant change in commodity prices after the company has committed to complete the transaction and established the purchase price or share exchange ratio; a material orebodyore body may prove below expectations; AngloGold Ashanti may have difficulty integrating and assimilating the operations and personnel of any acquired companies, realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise, and maintaining uniform standards, policies and controls; the integration may disrupt the company’s on-goingongoing business and its relationships with employees, suppliers and contractors; and the acquisition may divert management’s attention from AngloGold Ashanti’s day-to-day business;business. Furthermore, the company operates and the acquired business may have undetected liabilities which may be significant. Furthermore, we operate and acquireacquires businesses in different countries, with different regulatory and operating cultures, which may exacerbate the risks described above. In addition, the acquired business may have undetected liabilities which may be significant.

In the event that the company chooses to raise debt capital to finance any such acquisition, the company’s leverage will be increased. Should the company choose to use equity as consideration for an acquisition, existing shareholders may suffer dilution. Alternatively, the company may choose to finance any acquisition with its existing resources, which could decrease its ability to fund future capital expenditures.

There can be no assurance that theThe company wouldmay not be successful in overcoming these risks or any other problems encountered in connection with acquisitions. Failure by AngloGold Ashanti to implement ourits acquisition strategy or to integrate acquired businesses successfully could have material adverse effects on the company’sits growth and business results.

Ageing infrastructure at some of AngloGold Ashanti’s operations could adversely impact its business.

Deep level gold mining shafts are usually designed with a lifespan of 25 to 30 years. Vertical shafts consist of large quantities of infrastructure steelwork for guiding conveyances and accommodating services such as high and low tension electric cables, air and water pipe columns. Rising temperatures in the deeper mining areas can also lead to increased cooling requirements in the form of upgraded and expanded ice plants. Maintaining this infrastructure requires skilled human resources, capital allocation, management and planned maintenance.

Once a shaft has reached the end of its intended lifespan, higher than normal maintenance and care is required. Incidents resulting in production delays, increased costs or industrial accidents may occur. Such incidents may have an adverse effect on the company’s results of operations and financial position.condition. Asset integrity issues relating to ageing infrastructure are of particular concern in South Africa and at the Obuasi mine in Ghana.

For example, cracks were discovered in the mill feed end in September 2008 and at the discharge end in February 2010 at the Geita gold mine. The Geita gold mine is one of the group’s principal assets and sources of cash flow. After initial repairs, the feed end was replaced during May and June 2011. A decision was subsequently taken to replace the entire mill as a result of shell distortion. After new mill manufacture delays, installation was completed during March 2013. Production throughput in 2011 was 1 million tonnes less than planned, as a result of mill downtime that included feed-end replacement; ore grade was however sufficient to achieve 494,000 ounces. The Geita gold mine produced approximately 531,000 ounces in 2012, with production throughput of some 100,000 tonnes short of budget.

Some of AngloGold Ashanti’s technologies are unproven and failure could adversely impact costs and production.

AngloGold Ashanti has teamed up with various specialists to engineer new solutions to environmental management, mine design, rock breaking and underground logistics, among others. The company has invested in new technologies, including phyto-technologies to reduce seepage and address soil and groundwaterground water contamination, and in mine support technologies to minimize the impact of seismic activity. The company is also attempting to develop technologies to access the deeper reaches of South African mines. One of the chief initiatives expected to be implemented in 2012 is a vertical transport optimization project to accelerate the delivery of consumables and other essential items to work crews, in order to increase production time at the face.

Some aspects of these technologies are unproven and their eventual operational outcome or viability cannot be assessed with certainty. The costs, productivity and other benefits from these initiatives, and the consequent effects on AngloGold Ashanti’s future earnings and financial condition, may vary from expectations. Failure of the company’s conditioncompany to realize the anticipated benefits could result in increased costs, an inability to realize production or growth plans, or could adversely affect its operational performance.

The level of AngloGold Ashanti’s indebtedness could adversely impact its business.

As at December 31, 2011,2012, AngloGold Ashanti had gross borrowings (excludingof approximately $3.0 billion, (2011: approximately $1.7 billion) excluding the mandatory convertible bonds amounting to $588 million (2011: $760 million) of approximately $1.7 billion..

AngloGold Ashanti’s indebtedness could have a material adverse effect on its flexibility to conduct business. For example, the company may be required to use a large portion of its cash flow to pay the principal and interest on its debt, which will reduce funds available to finance existing operations and the development of new organic growth opportunities and further acquisitions. In addition, under the terms of the company’s borrowing facilities from its banks, AngloGold Ashanti is obliged to meet certain financial and other covenants. The company’s ability to continue to meet these covenants and to service its debt will depend on its future financial performance which will be affected by its operating performance as well as by financial and other factors, certain of which are beyond the control of the company.

Should the cash flow from operations be insufficient, AngloGold Ashanti could breach its financial and other covenants. Covenant breaches, if interpreted as events of default under one or more debt agreements, could allow lenders to accelerate payment of thesuch debt. Any such acceleration could result in the acceleration of indebtedness under other financial instruments. As a result, the company may be required to refinance all or part of the existing debt, use existing cash balances, issue additional equity or sell assets. AngloGold Ashanti cannot be sure that it will be able to refinance its debt on commercially reasonable terms, if at all. The company’s ability to access the bank, public debt or equity capital markets on an efficient basis may be constrained by dislocation in the credit markets or capital and liquidity constraints in the banking, debt or equity markets at the time of issuance.

Certain factors may affect AngloGold Ashanti’s ability to support the carrying amount of its property, plant and equipment, acquired properties, investments and goodwill on the balance sheet. If the carrying amount of its assets is not recoverable, AngloGold Ashanti may be required to recognize an impairment charge, which could be significant.

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

If there are indications that impairment may have occurred, AngloGold Ashanti prepares estimates of expected future cash flows for each group of assets. Expected future cash flows are inherently uncertain, and could materially change over time. They are significantly affected by reserve and production estimates, together with economic factors such as spot and forward gold prices, discount rates, currency exchange rates, estimates of costs to produce reserves and future capital expenditure. Estimated rehabilitation and closure costs could also materially affect the company’s financial performance and could result in the need to recognize an impairment charge.

If any of these uncertainties occur, either alone or in combination, management could be required to recognize an impairment, which could have a material adverse effect on the company’s financial condition and results of operations.operations and financial condition.

AngloGold Ashanti expects to have significant financing requirements.

AngloGold Ashanti’s existing board-approved development projects and exploration initiatives will require significant funding. These include: Tropicana in Australia; the Cerro Vanguardia heap leach project in Argentina; the Mponeng Ventersdorp Contact Reef, Mponeng CLR and Zaaiplaats projectsBelow 120 Project in South Africa; Córrego do Sítiothe Mongbwalu and LamegoKibali projects in Brazil;the DRC; and the mine life extension project (MLE1)(MLE2) at Cripple Creek & Victor in the US.United States.

Potential future development projects will also require significant funding, if and when approved by the AngloGold Ashanti board.board of directors. These include the: La Colosa and Gramalote projects in Colombia; Kibali and Mongbwalu projectsMoab Khotsong Zaaiplaats in the DRC; Cerro VanguardiaSouth Africa; Iduapriem expansion project in Ghana, Sadiola Deeps project in Mali; Geita underground mining project in Argentina;Tanzania; Nova Lima Sul project in Brazil; Sadiola Deeps project in Mali; Cripple Creek & Victora further mine life extension project (MLE2)(MLE3) at Cripple Creek & Victor in the US;United States; as well as various other exploration projects and feasibility studies.

AngloGold Ashanti estimates that over the next three years, growth initiatives will require project capital expenditure (excluding stay in business and ore reserve development capital expenditure) of approximately $3.4$4.0 billion (subject to escalation)escalation and based on certain assumptions, including exchange rates). The company’s capital expenditure plans and requirements are subject to a number of risks, contingencies and other factors, some of which are beyond its control, and therefore the actual future capital expenditure and investments may differ significantly from the current planned amounts.

AngloGold Ashanti’s operating cash flow and credit facilities may be insufficient to meet all of these expenditures, depending on the timing and cost of development of these and other projects as well as operating performance and available headroom under its credit facilities. As a result, new sources of capital may be needed to meet the funding requirements of these developments, to fund ongoing business activities and to pay dividends. AngloGold Ashanti’s ability to raise and service significant new sources of capital will be a function of macroeconomic conditions, the condition of the financial markets, future gold prices, the company’s operational performance and operating cash flow and debt position, among other factors. The company’s ability to raise further debt financing in the future and the cost of such financing will depend on, among other factors, its prevailing credit rating, which may be affected by the company’s ability to maintain its outstanding debt and financial ratios at levels acceptable to the credit ratings agencies, its business prospects risks relating to the countries in which it operates or other factors. As a result, in the event of lower gold prices, unanticipated operating or financial challenges, any dislocation in financial markets or new funding limitations, AngloGold Ashanti’s ability to pursue new business opportunities, invest in existing and new projects, fund its ongoing business activities and retire or service outstanding debt and pay dividends, could be significantly constrained, all of which could adversely impact the company’s results of operations and its financial condition.

AngloGold Ashanti does not operatehave full management control over some of its significant joint venture projects and other interests. If the operators of these projects do not performmanage these effectively and efficiently, the company’s investment in these projects could be adversely affected and its reputation could be harmed.

AngloGold Ashanti’s joint ventures at Morila in Mali and at Kibali in the DRC are operatedmanaged by the company’s joint venture partner Randgold Resources Limited (“Randgold”)(Randgold). In addition, certain of AngloGold Ashanti’s exploration ventures are operatedmanaged by the relevant joint venture partner. AngloGold Ashanti’s marine gold joint venture with De Beers is operatedmanaged by an independent company jointly owned by AngloGold Ashanti and De Beers, with a significant part of the technical input subcontracted to De Beers or other marine service providers.

In South Africa, AngloGold Ashanti’s Ergo operations are currently operated by Ergo Mining, a subsidiary of DRDGOLD Limited (DRDGOLD). The Ergo operations were sold in 2007 to DRDGOLD and DRDGOLD has been managing and operating the assets pending the transfer of the mining rights from AngloGold Ashanti to DRDGOLD.

While AngloGold Ashanti provides strategic management and operational advice to its joint venture partners in respect of these projects, the company cannot ensure that these projects are operated in compliance with the standards that AngloGold Ashanti applies in its other operations. If these joint ventures are not operated effectively or efficiently, including as a result of weaknesses in the policies, procedures and controls implemented by the joint venture partners, the company’s investment in the relevant project could be adversely affected. In addition, negative publicity associated with operations that are ineffective and inefficient operatorship,or inefficiently operated, particularly relating to any resulting accidents or environmental incidents, could harm the company’s reputation and therefore its prospects and potentially its financial condition. Further, any failure of joint venture partners to meet their obligations to AngloGold Ashanti or to third parties, or any disputes with respect to the parties’ respective rights and obligations, could have a material adverse impact on AngloGold Ashanti’s results of operations and its financial condition. In particular, the company and Randgold retain equal representation, with neither party holding a deciding vote on the board of the two companies that have overall management control of

the Morila project in Mali and the Kibali project in the DRC, respectively, and all major

management decisions for each of these two projects, including approval of the budget, require board approval. If a dispute arises between the company and Randgold with respect to the Kibali or Morila project and the parties are unable to amicably resolve such dispute, it may be difficult for the parties to make strategic decisions relating to the project affected by such dispute, the day-to-day operations and the development of such project may be adversely affected and the company may have to participate in arbitration or other proceedings to resolve the dispute, which could adversely affect the company’s results of operations and financial condition.

AngloGold Ashanti’s joint ventures and other strategic alliances may not be successful.

AngloGold Ashanti’s joint venture partners may have economic or business interests or goals that are not consistent with the company’s or may, as a result of financial or other difficulties, be unable or unwilling to fulfill their obligations under the joint venture or other agreements. Disputes between AngloGold Ashanti and its joint venture partners may lead to legal action, including litigation between AngloGold Ashanti and joint venture partners. Such disputes could adversely affect the operation of the joint venture and may prevent the realization of the joint ventures goals. There is no assurance that the company’s joint venture partners will continue their relationship with the company in the future or that the company will be able to achieve its financial or strategic objectives relating to the joint ventures.

For example, AngloGold Ashanti has a 50:50 strategic alliance with Thani Investments LLC (TI), a company based in Dubai. During 2011, AngloGold Ashanti advanced a loan of $35 million to Thani Ashanti Alliance Limited, the joint entity it owns together with TI. This loan was impaired during 2012. TI guaranteed the loan. AngloGold Ashanti has brought legal action against TI over non-payment of the loan. The resolution to this dispute may affect the overall relationship between TI and the company. The failure of the company’s joint venture partners to fulfil their obligations or their unwillingness to continue these relationships may have an adverse effect on the company’s results of operations and financial condition.

AngloGold Ashanti’s Mineral Reserve, deposits and mining operations are located in countries that facewhere political, economic and security risks.

Some of AngloGold Ashanti’s mineral deposits and mining and exploration operations are located in countries that have experienced political instabilitytax and economic uncertainty. In alllaws and policies may change rapidly and unpredictably and such changes and policies may adversely affect both the terms of the countries where the company operates, there is a focus on resource nationalism with governments seeking to get more economic benefits from the high commodity prices. This entails review ofits mining codes and stability agreements, which were designed under different economic environments. The formulation or implementation of government policies include regulations which impactconcessions, as well as its operations and changes in laws relating to issues such as mineral rights and asset ownership, royalties, taxation and taxation disputes, ‘windfall’ or ‘super’ taxation, and non-recovery of taxation refunds, import and export duties, currency transfers, restrictions on foreign currency holdings and repatriation of earnings. These regulations are continually changing and generally require progressively higher payments to governments, notably in the form of royalties and taxes.

For example, the Argentine government has introduced stricter exchange controls, which may limit the company’s ability to repatriate dividends from its Argentine subsidiaries. In addition, on March 15, 2012, the Mwanza office of the Tanzania Revenue Authority notified Geita Gold Mine Limited (Geita Gold Mine) that it intends to issue additional tax assessments against Geita Gold Mine andconduct operations in connection with such assessments it also challenged the validity of the existing mining development agreement (MDA) relating to the Geita gold mine, which was entered into with the Tanzanian government in June 1999. In the event that the MDA is held to be invalid, the tax burden on the company’s Tanzanian operations would increase and the company would have to pay additional taxes for prior periods.certain countries.

Any existing and new mining, exploration operations and projects that the company carries out will continue to beare subject to various national and local laws, policies and regulations governing the ownership, prospecting, development and mining of mineral reserves, taxation and royalties, exchange controls, import and export duties and restrictions, investment approvals, employee and social community relations and other matters.

In most of the countries in which AngloGold Ashanti operates, there is a focus on resource nationalism with governments seeking to reap greater economic benefit from high commodity prices. This entails the review of mining codes and stability agreements, which were designed under different economic environments, and the formulation or amendment of laws, policies and regulations relating to issues such as mineral rights and asset ownership, royalties, taxation and taxation disputes, ‘windfall’ or ‘super’ taxation, non-recovery of taxation refunds, import and export duties, currency transfers, restrictions on foreign currency holdings and repatriation of earnings. Laws, policies and regulations in such countries are uncertain, changing and generally require progressively higher payments to governments, notably in the form of increased royalties and taxes, mandated beneficiation, export levies and increasing or retaining state or national ownership of resources. Changes in particular to the fiscal terms governing AngloGold Ashanti’s operations may have a material adverse impact on the company’s results of operations or financial condition, as well as discourage future investments in certain jurisdictions, which may have an adverse impact on the company’s ability to access new assets and could potentially reduce future growth opportunities.

For example on September 9, 2011, a new mining code for Guinea was enacted. The new mining code significantly increases the share of state ownership in the mining industry, extending a 15 percent share of future mining projects to the government, without financial compensation. The government also has the option to purchase up to an additional 20 percent of each project. However, the new mining code was withdrawn in October 2012 due to unfavorable reception and is yet to be re-issued. The Guinean government also announced its intention to carry out a review of the mining conventions currently in force in Guinea. This mining convention review is currently in progress. The outcome of this review may have a material adverse effect on the company’s results of operations or financial condition.

In late 2011 and early 2012, the government of Ghana amended its fiscal mining regime, increased its corporate taxation and royalty rates and may impose a windfall profit tax. Furthermore, the government of Ghana has constituted a review committee to review and re-negotiate stability agreements with mining companies. AngloGold Ashanti is currently participating in negotiations with the Ghanaian review committee. The outcome of these negotiations may have a material adverse effect on the company’s results of operations or financial condition.

AngloGold Ashanti Limited and other major mining companies are in talks with the Tanzanian government regarding new mining legislation and its impact on existing mining agreements; such talks follow an earlier declaration in July 2012 by the Tanzanian Minister of Energy and Minerals that the mining contracts were under review. The new mining legislation and the outcome of the review of the mining contracts may have a material adverse impact on the company’s results of operations and financial condition. Recently, the Tanzanian Minister of Energy and Minerals unexpectedly increased the royalty rate levied on gold extracted in Tanzania by AngloGold Ashanti’s operations by 1 percent. Further unanticipated increases in royalty rates in Tanzania or other countries could have a material adverse impact on the company’s results of operations and financial condition.

In the DRC, in October 2012 the Mines Minister announced a proposed overhaul of the DRC’s mining code. The proposed laws seek to, among other things, increase the government stake in mining operations to 35 percent from the existing 5 percent, double royalties on some minerals, and introduce a 50 percent levy on certain profits. Should such laws be enacted in the future, these may have a material adverse impact on the company’s results of operations in the DRC.

On July 1, 2012, Australia’s Minerals Resource Rent Tax (MRRT) came into effect after the legislation was passed in March 2012. The MRRT applies only to the bulk commodities of coal and iron ore, and replaced the previously proposed Resource Super Profit Tax (RSPT), which covered all minerals. The Australian federal government did not include gold and uranium in the final MRRT. However, should Australia consider reintroducing the RSPT, or if similar ‘super profit’ taxes were to be introduced and implemented in any other country in which AngloGold Ashanti operates, the company’s results of operations and financial condition could be materially adversely affected.

In addition, some of AngloGold Ashanti’s mineral deposits and mining and exploration operations are located in countries that are experiencing political instability and economic uncertainty. For example, in South Africa, country risk has increased recently in light of the violent strike action, social unrest, high levels of unemployment, poverty and concern that the government may take measures unfavorable to business.

In December 2012, while the ruling African National Congress rejected the concept of wholesale nationalization, it nevertheless favoured a ‘resource rent’ tax on windfall profits. Political instability and the resulting unstable business environment in which companies operate may discourage future investments in certain jurisdictions, which may have an adverse impact on the company’s ability to access new assets and could potentially reduce future growth opportunities.

AngloGold Ashanti is subject to an uncertain tax environment. Increased taxes are expected in most countries of operation. Changes in tax laws could result in higher tax expense and payments. Furthermore, legislation changes could materially impact AngloGold Ashanti’s tax receivables and liabilities as well as deferred tax assets and deferred tax liabilities. In addition, the uncertain tax environment in some regions could limit AngloGold Ashanti’s ability to enforce its rights. As a global company, AngloGold Ashanti conducts its business in countries subject to complex tax rules, which may be interpreted in different ways. Further interpretations or developments of tax regimes may affect the company’s tax liability, return on investments and business operations. AngloGold Ashanti is regularly examined by tax authorities in the various jurisdictions of operation.

For example, on March 15, 2012, the Mwanza office of the Tanzania Revenue Authority notified Geita Gold Mine Limited (Geita Gold Mine) that it intended to issue additional tax assessments against Geita Gold Mine. In connection with such assessments, the Tanzania Revenue Authority also challenged the validity of the existing mining development agreement (MDA) relating to the Geita Gold Mine, which was entered into with the Tanzanian government in June 1999. AngloGold Ashanti was served with a demand to pay the increased assessments, which it is currently paying under protest while awaiting a discussion with the government. In the event that the MDA is held to be invalid, the tax burden on the company’s Tanzanian operations would increase and the company would have to pay additional taxes for prior periods.

Furthermore, in Guinea, Mali and Tanzania, AngloGold Ashanti is due refunds of input tax and fuel duties which remain outstanding for periods longer than those provided for in the respective statutes.

The countries in which the company operates may also introduce strict exchange controls, impose restrictions to source materials and services locally, or impose other similar restrictions that hinder foreign companies’ operations within such countries. For example, the Argentine government introduced stricter exchange controls and related protracted approval processes, which may limit the company’s ability to repatriate dividends from its Argentine subsidiaries. In October 2011, the Argentina government has decreed that mining, oil and energy companies must repatriate export earnings. Additionally, the purchase of US dollars requires authorization from the Argentine tax agency and the purpose for which the currency will be used must be stated. In May 2012, the Argentine Mining Secretariat issued new regulations requiring mining companies in Argentina to boost their domestic purchases of equipment and services. Mining companies are now required to resort exclusively to locally established suppliers for their export-related shipping and logistics operations. A separate norm requires companies to open an import substitution division which will be in charge of submitting procurement plans to the Mining Secretariat on a quarterly basis. Such requirements are hindering the company’s operations within Argentina and these or similar requirements may continue to do so in the future and may have a material adverse effect on AngloGold Ashanti’s results of operations and financial condition.

If, in one or more of thesethe countries in which it operates, AngloGold Ashanti were not able to obtain or maintain necessary permits, authorizations or agreements to implement planned projects or continue its operations under conditions or within time framestimeframes that make such plans and operations economic,economically viable, or if the applicable legal, ownership, fiscal (including all royalties and duties), exchange control, employment, environmental and social laws andor regimes change materially, or if the governing political authorities change materially, resulting in changesamendments to such laws and regimes, this could have a material adverse effect on AngloGold Ashanti’s operating results, financial condition, and, in extreme cases,situations, on the viability of an operation.

For example, in South Africa mining rights are linked to meeting various obligations that include the broad-based socio-economic empowerment charter for the mining industry (the Revised Charter). Compliance with the Revised Charter is measured using a designated scorecard relating to equity ownership and management control of mining companies by historically disadvantaged South Africans (HDSAs) by no later than May 2014 and that HDSAs must constitute 40 percent of all levels of management by 2014. While AngloGold Ashanti believes that it is compliant with ownership targets to be achieved by May 2014, it must make further progress to achieve future targets, including further participation by HDSAs in senior and top management levels, the upgrade of housing and accommodation at the company’s mines, further human resource development, mine community development, sustainable development and growth as well as procurement and enterprise development, certain of which are also included under the Revised Charter’s targets that must also be achieved by May 2014.

The company will incur expenses in giving further effect to the Revised Charter and the scorecard. AngloGold Ashanti may not meet all of the various requirements by the required dates. Additionally, the South African government may decide that the Mining Charter has not gone far enough to achieve its underlying goals and therefore decide to expand the obligations of mining companies thereunder. Should AngloGold Ashanti breach its obligations in complying with the Mineral and Petroleum Resources Development Act, Revised Charter or any future amendments to the Mining Charter, its mining rights in South Africa could be suspended or cancelled by the Minister of Mineral Resources and it may be unable to obtain any new mining rights. Any such suspension or cancellation could have a material adverse effect on Anglo Ashanti’s results of operations and financial condition.

AngloGold Ashanti’s Mineral Reserve, deposits and mining operations are located in countries that face instability and security risks that may adversely affect both the terms of its mining concessions, as well as its ability to conduct operations in certain countries.

Some of AngloGold Ashanti’s mineral deposits and mining and exploration operations are located in countries that are experiencing political instability and economic uncertainty.

Certain of the countries in which AngloGold Ashanti has mineral deposits or mining or exploration operations, including the DRC, Mali, Guinea and Colombia, have in the past experienced, and in certain cases continue to experience, a difficult security environment as well as political instability.environment. In particular, various illegal groups active in regions in which the company is present may pose a credible threat of military repression, terrorism, civil unrest, extortion and kidnapping, which could have an adverse effect on its operations in these and other regions forregions.

For example, Mali continues to experience a difficult security environment since the military coup in March 20122012. The situation in Mali oneremains of heightened concern as a result of the countriesinstability in which the company operates, experienced a military coup. Although on April 6, 2012, the opposing factions reached a settlement, agreed to reinstate the Malian constitution and implemented certain transitional political arrangements, the countrynorthern Mali.

Eastern DRC also continues to be exposed to significant politicalexperience tension consistent with the cycles of unrest experienced since the late 2000s. Fighting has caused instability in the area and security threats. could expand or intensify.

In some instances, risk assessments categorize threats as serious enough to require resort to public security forces,2012, and for the first time in approximately seven years, Anglo Gold Ashanti Colombia’s (AGAC) assets and employees were the targets of direct attacks by hostile actors around the La Colosa project’s area of influence. These and other such as national police or military units on a near-permanent basis. In the event that continued operation in these countries compromiseattacks could adversely affect the company’s security or business principles, AngloGold Ashanti may withdraw from these countries on a temporary or permanent basis. This could have a material adverse impact on AngloGold Ashanti’s results of operations.operations in Colombia.

Since 2009, the company has recorded an almost five-fold increase in the instances of injury to security personnel, including members of AngloGold Ashanti’s internal security, private security companies and public security forces in certain jurisdictions. The rise in the number and severity of security incidents has come as a result of both increased illegal and artisanal mining due to a steady migration of people into the areas and an increase in the level of organization and funding of criminal activity around some of the company’s Continental African operations, spurred on by an escalating gold price. The most significant security challenges occurhave occurred in Tanzania and Ghana in areas where there is endemic poverty and high levels of unemployment. If the security environment surrounding the company’s operations that are most exposed to these challenges does not improve or further

deteriorates, employee, third-party and community member injuries and fatalities could also increase. Any such increase could disrupt the company’s operations in certain mines and adversely affect its reputation, and results of operation.operations and financial condition.

In some instances, risk assessments categorize threats as serious enough to require resort to public security forces, such as national police or military units on a near-permanent basis. In the event that continued operations in any of the company’s countries of operations compromise the company’s security or business principles, AngloGold Ashanti may withdraw from any such countries on a temporary or permanent basis. This could have a material adverse impact on AngloGold Ashanti’s results of operations and financial condition.

Furthermore, the company has at times experienced strained relationships with somecertain of the communities in which it operates.its host communities. AngloGold Ashanti operates in several regions where poverty, unemployment and the lack of access to alternative livelihoods mean that the creation and distribution of economic benefit from mining operations is a significant area of focus for community and government. Conflict with communities has led to community protests and business interruptions, particularly at the Siguiri mine in Guinea whereduring 2010 and 2011. In 2012, there were five recorded community members protested in four separate incidents in 2010 over issues relating to electricity supply, land compensationprotests at Cerro Vanguardia, Obuasi and employment, and a violent community protest interrupted operations for three days in 2011.Geita.

AngloGold Ashanti may be impacted by the outcome of elections in jurisdictions in which it has operations and ancillary political processes leading up to elections. Presidential elections are planned in the United States, Mali, Ghana, and Guinea during 2012.

Political instability and uncertainty or government changes to the fiscal terms governing AngloGold Ashanti’s operations may discourage future investments in certain jurisdictions, which may have an adverse impact on the company’s ability to access new assets and could potentially reduce future growth opportunities.

Early in 2011 the Guinean government confirmed its intention to review all mining contracts under the auspices of international law, indicating that Guinea would seek to own a stake of at least a third of all mining projects located in Guinea. Currently the Government of Guinea holds a stake of 15 percent in the Siguiri Gold Mine. The review process has not yet commenced and AngloGold Ashanti is currently unable to predict the timing and outcome of such review. On April 26, 2011, it was announced by Reuters that a copy of the new draft mining code includes a compulsory 15 percent stake for the government in operations, with an option to acquire an additional 20 percent. Also according to Reuters, included in the draft mining code are provisions for a new “Local Empowerment Fund”, which will be funded from tax levies, and changes to the price reference point used for tax purposes from free-on-board to a rolling three-month average from the London Metals Exchange.

In Guinea, Mali and Tanzania, AngloGold Ashanti is due refunds of input tax and fuel duties which remain outstanding for periods longer than those provided for in the respective statutes. In addition, the company has other outstanding assessments and unresolved tax disputes in a number of countries, including Brazil, Argentina and Ghana. If the outstanding value-added tax on inputs is not received, the disputes are not resolved and assessments favorable to AngloGold Ashanti are not made, there could be an adverse effect upon the company’s results of operations and its financial condition.

The Government of Ghana recently amended its fiscal mining regime, increased its corporate taxation rates and imposed a windfall profit tax. AngloGold Ashanti may challenge some of these in light of the stability agreement entered into by the company with the government of Ghana in December 2003 and ratified by the Ghanaian Parliament in 2004. However, the Government of Ghana has recently announced that it has constituted a team to re-negotiate stability agreements with mining companies and AngloGold Ashanti expects to participate in these negotiations. No assurance can be given that the outcome of the company’s negotiations with the Government of Ghana will not have a material adverse impact on the company’s financial condition or operational results.

In November 2011, the lower house of the Australian Parliament passed the Mineral Resource Rent Tax (MRRT), which replaced the previously proposed Resource Super Profit Tax (RSPT) and would require a tax of 30 percent on profits above certain levels from coal and iron ore mining starting July 1, 2012. The Senate is due to debate the bill in 2012. Should the government of Australia reintroduce the RSPT or extend the MRRT to the gold mining industry, or if similar “super profit” taxes were introduced in Australia or any other country in which the company operates, this could have a material adverse effect on AngloGold Ashanti’s results of operations and its financial condition.

Illegal and artisanal mining occurs on AngloGold Ashanti’s properties, which can disrupt the company’s business and expose the company to liability.

Illegal and artisanal miners are active on, or adjacent to, some of AngloGold Ashanti’s Continental African and South American properties, which leads at times to interference with the company’s operations and results in conflict situations that present a security threat to property and human life. Artisanal mining is associated with a number of negative impacts, including environmental degradation, flouting of land rights, poor working practices, erosion of civil society, human rights abuse and funding of conflict. The environmental, social, safety and health impacts of artisanal mining are frequently attributed to formal mining activity, and it is often assumed that artisanally-mined gold is channeled through large-scale mining operators, even though artisanal and large-scale miners have distinct supply chains. These misconceptions impact negatively on the reputation of the industry.

The activities of the illegal miners, which include theft and shrinkage, could cause damage to AngloGold Ashanti’s properties, including pollution, underground fires, or personal injury or death, for which AngloGold Ashanti could potentially be held responsible. Illegal mining could result in the depletion of mineral deposits, potentially making the future mining of such deposits uneconomic. The presence of illegal miners could lead to project delays and disputes regarding the development or operation of commercial gold deposits. Illegal mining and theft including by AngloGold Ashanti employees or contractors, could also result in lost gold reserves, mine stoppages, and have a material adverse effect on AngloGold Ashanti’s financial condition or results of operations.operations or financial condition.

In 2011,2012, the company recorded an increase in the number and severity of security incidents, due in part to a greatersteady migration of people into the areas and an increase in the level of organization amongand funding of criminal elements and syndicates in AngloGold Ashanti’s areas of operation as well as an increase in artisanal, small-scale and illegal mining activity in general.

Labor disruptions and increased labor costs could have an adverse effect on AngloGold Ashanti’s results of operations and financial condition.

AngloGold Ashanti employees in South Africa, Ghana, Guinea andaround some South American countries, are highly unionized. Trade unions, therefore, have a significant impact on the company’s labor relations, as well as on social and political reforms, most notably in South Africa. There is a risk that strikes or other types of conflict with unions or employees may occur at any of the company’s Continental African operations, particularlyspurred on by an escalating gold price. The most significant security challenges have occurred in Tanzania and Ghana in areas where the labor forcethere is unionized. Labor disruptions may be used to advocate labor, political or social goals in the future. For example, labor disruptions may occur in sympathy with strikes or labor unrest in other sectorsendemic poverty and high levels of the economy. In late July 2011, AngloGold Ashanti miners joined others in the South African petroleum, coal and diamond industries in a wage-related strike. The action at AngloGold Ashanti’s operation lasted five days and the subsequent ramp-up of production was slower than expected. The resulting payroll increases have impacted the financial performance of all South African operations. Material labor disruptions could have an adverse effect on AngloGold Ashanti’s results of operations and financial condition.

In South Africa, it has become established practice to negotiate wages and conditions of employment with the unions every two years through the Chamber of Mines of South Africa. South African employment law sets out minimum terms and conditions of employment for employees, which form the benchmark for all employment contracts. As at December 31, 2011, approximately 61 percent of the company’s workforce, excluding contractors, or approximately 52 percent of its total workforce, was located in South Africa.

An agreement was signed with the unions in August 2011, following negotiations between the Chamber of Mines and the National Union of Mineworkers (NUM), the United Associations of South Africa, (UASA) (on behalf of some clerical and junior management staff) and Solidarity (on behalf of a small number of miners). The mining unions and gold mining companies signed a two-year agreement for an increase of between 8 percent and 10 percent, depending on the level of worker experience. AngloGold Ashanti cannot give assurance that it will be able to renegotiate this agreement on satisfactory terms when it next expires.

In Ghana, a three-year, wage agreement for the years 2009 to 2011, effective from January 1, 2009, was reached towards the end of 2009. The next round of negotiations is expected to take place in April 2012. As at December 31, 2011, approximately 11 percent of the company’s workforce, excluding contractors, or approximately 12 percent of the total workforce, was located in Ghana. AngloGold Ashanti cannot give assurance that it will be able to renegotiate this agreement on satisfactory terms following its expiry at the end of December 2011.

In Argentina, where the collective bargaining agreement that applies to the company’s employees at Cerro Vanguardia is due to expire in May 2012, the trade unions have requested significant salary increases. The company and the unions have entered into a transitional agreement that provides for an average salary increase across all wage categories of approximately 17 percent and expect to negotiate a final salary increase in connection with the new collectiveunemployment.

bargaining agreement. The company may not be able to renegotiate this agreement on satisfactory terms when it expires. In particular, the new agreement may result in significantly higher labor costs for the company’s Argentine operations. The unions may also resort to industrial action in connection with the renegotiation of the agreement.

Labor costs represent a substantial proportion of the company’s total operating costs and at many operations, including its South African, Ghanaian and Tanzanian operations, is the company’s single largest component of operating costs. Any increases in labor costs have to be offset by greater productivity efforts by all operations and employees, failing which such increase in labor costs could have a material adverse effect on AngloGold Ashanti’s results of operations and its financial condition.

Results may be further impaired if the company incurs penalties for failing to meet standards set by labor laws regarding worker rights. For example, employment law in South Africa imposes monetary penalties for neglecting to report to government authorities on progress made towards achieving employment equity in the workplace, and Ghanaian law contains broad provisions requiring mining companies to recruit and train Ghanaian personnel and to use the services of Ghanaian companies. In Australia, the federal government has recently introduced a new industrial relations system that includes “good faith bargaining” obligations for employers, fewer restrictions on the content of collective agreements and an enhanced role for union officials as bargaining representatives, parties to agreements and participants in dispute resolution.

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

AngloGold Ashanti uses contractors at certain of its operations to mine and deliver ore to processing plants as well as for other purposes. At mines employing mining contractors, contracting costs represent a significant proportion of the total operating costs of these operations and the company does not own all of the mining equipment. For example, increased contractor rates at the Sadiola mine in Mali contributed to a significant rise in total cash costs in the final quarter of 2011. Increased contractor costs at Sunrise Dam in Australia and Geita in Tanzania contributed to higher production costs in the first quarter of 2012.

AngloGold Ashanti’s operations could be disrupted, resulting in additional costs and liabilities, if the mining contractors at affected mines have financial difficulties or if a dispute arises in renegotiating a contract, or if there is a delay in replacing an existing contractor and its operating equipment to meet business needs at expected cost levels. Increases in contract mining rates, in the absence of associated productivity increases, will also have an adverse impact on the company’s results of operations and financial condition.

For example, on October 13, 2012, AngloGold Ashanti terminated the underground development contract with a third-party contractor at the Obuasi mine in Ghana. The costs of the termination amounted to $17 million.

In addition, AngloGold Ashanti’s reduced control over those aspects of operations which are the responsibility of contractors, contractortheir failure to comply with applicable legal, human rights and regulatory requirements, andor their inability to manage their workforce or provide high quality services or a high level of productivity could adversely affect AngloGold Ashanti’s reputation, results of operations and financial position,condition, and may result in the company incurring liability to third parties due to the actions of the contractor.contractors.

AngloGold Ashanti competes with mining and other companies for key human resources.resources and its inability to retain key personnel could have an adverse effect on its business.

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

The retention of staff is particularly challenging in South Africa, where, in addition to the impacts of global industry shortages of skilled labor, AngloGold Ashanti is required to achieve employment equity targets of participation by HDSAs in management and other positions. AngloGold Ashanti competes with all companies in South Africa to attract and retain a small but growing pool of HDSAs with the necessary skills and experience. AngloGold Ashanti has historically faced difficulty recruiting and retaining young graduates and qualified mid-level management in South Africa. Recruitment of skilled personnel has been challenging in Continental Africa due to university offerings that are often not well-suited to the specific needs of the mining industry, as well as other factors such as language barriers and low literacy skills.

The recruitment of skilled workers is becoming increasinglyalso highly competitive in ArgentinaSouth America as well, as more mining development occurs nationally and regionally. Also material is the scarcitya result of a shortage of skills in the resource sector of Western Australia dueand intense competition between mining companies.

The company may not be able to the mining boom currently underway in the region, particularly with regard to safety management. If safety systemsretain and training cannot be strengthened to ensure that operators achieve the required level of competence, the incidence of accidents may rise.

There can be no assurance that the company will attract and retainsufficient skilled and experienced employees.employees in all areas of the business. Should it fail to do so or lose any of its key personnel, business and growth prospects may be harmed and this could have an adverse impact on AngloGold Ashanti’s results of operations and financial condition.

AngloGold Ashanti’s inability to retain its senior management may have an adverse effect on its business.

The company’s success depends largely upon the continued service of its senior management, including its chief executive officer, chief financial officer and the executive officers at each of its business divisions and general managers at its mines. The loss of one or more members of senior management, such as the recently announced departure of AngloGold Ashanti Chief Executive Officer, Mark Cutifani, to take the same position at Anglo American PLC as of April 3, 2013, could lead to other members of the management team leaving, disrupt the company’s operations, and have a material adverse impact on the company’s business, results of operations and financial condition.

The prevalence of occupational health diseases and the potential costs and liabilities related thereto may have an adverse effect on the business and results of operations of AngloGold Ashanti.

The primary areas of focus in respect of occupational health of employees within the company’s operations are noise-induced hearing loss (NIHL) and occupational lung diseases (OLD), which include pulmonary diseases such as tuberculosis (TB) from various causes and silicosis in individuals exposed to silica dust. These require active dust management strategies in underground operations, particularly in South Africa where a significant number of silicosis cases by current and former employees alleging past exposures are still reported each year to the board for statutory compensation. AngloGold Ashanti provides occupational health services to its employees at its occupational health centers and clinics and continues to improve preventative occupational hygiene initiatives, such as implementing various dust control measures and supplying its employees with respiratory protection equipment. If the costs associated with providing such occupational health services, implementing such dust control measures or supplying such equipment increase significantly beyond anticipated or budgeted amounts, this could have an adverse effect on theAngloGold Ashanti’s results of operations of AngloGold Ashanti and its financial condition. Actual and alleged health and safety incidents or breaches of standards may also adversely impact the company’s reputation.

A claim filed by a former employee of AngloGold Ashanti’s predecessor, Vaal Reefs Mining and Exploration Company Limited, seeks approximately R2.6 million for damages resulting from silicosis allegedly contracted while working on a mine. In March 2011, the Constitutional Court rejected the lower court’s decision that the claim was precluded by statutory compensation and granted leave to the decedent’s executor to proceed with his case in the High Court and seek a claim for damages under common law against AngloGold Ashanti. This will comprise, among other elements, providing evidence that Mr. Mankayi contracted silicosis as a result of negligent conduct on the part of AngloGold Ashanti’s predecessor. AngloGold Ashanti will continue to defend this case on its merits.

As a result of the Constitutional Court decision permitting miners with OLD to sue their current or former employers for damages outside the statutory compensation scheme, AngloGold Ashanti could be subject to numerous similar claims, including a potential class action or similar group claim. AngloGold Ashanti is studying the details of the Constitutional Court judgment and will defend any subsequent claims, if and when filed, on their merits. In view of the limited information currently available, no reliable estimate can be made for this potential liability at this time. Shouldsubject to class action litigation with respect to alleged occupational lung diseases (see “– AngloGold Ashanti be unsuccessful in defending actions by any other individuals or groups that lodge similar claims inis subject to the future, such claims would have an adverse impact on AngloGold Ashanti’s financial conditionrisk of litigation, the causes and costs of which could potentially be material.

In light of the Constitutional Court judgment,are not always known”). AngloGold Ashanti is calling for the industry to engage with government (and other stakeholders) to seek an appropriate industry-wide solution. AngloGold Ashanti can provide no assurances that anAn industry-wide solution canmay not be reached or that the terms thereof will notmay have a material adverse effect on AngloGold Ashanti’s financial condition.

In response to the effects of silicosis in labor-sending communities, a number of mining companies (under the auspices of the Chamber of Mines of South Africa) together with the NUM, which is the largest union in the mining sector in South Africa, and the national and regional departments of health, have embarked on a project to assist in delivering compensation and relief by mining companies under the Occupational Diseases in Mines and Works Act (ODMWA) to affected communities.

AngloGold Ashanti faces certain risks in dealing with HIV/AIDS, particularly at its South African operations and with tropical disease outbreaks such as malaria, and other diseases which may have an adverse effect on the company’s results of operations and financial condition.

AIDS and associated diseases remain one of the major health care challenges faced by AngloGold Ashanti’s South African operations. Workforce prevalence studies indicate that HIV prevalence rates among AngloGold Ashanti’s South African workforce may be as high as 30 percent. AngloGold Ashanti continues to develop and implement programs to help those infected with HIV and prevent new infections from spreading. Since 2001, the company has offered a voluntary counseling and HIV testing program for employees in South Africa. In 2002, it began to offer anti-retroviral therapy (ART) to HIV positive employees who met the current medical criteria for the initiation of ART. From April 2003, AngloGold Ashanti began a roll-out of the treatment to all eligible employees desiring it. As at December 2011, approximately 2,400 employees were receiving treatment using anti-retroviral drugs.

Malaria and other tropical diseases pose significant health risks at all of the company’s operations in central, west and east Africa where such diseases may assume epidemic proportions because of ineffective national control programs. Malaria is a major cause of death in young children and pregnant women but also gives rise to fatalities and absenteeism in adult men. Other conditions such as heart disease, chronic diseases, and obesity are of increasing incidence and concern.

Such diseases impair the health of workers and negatively affect productivity and profitability as a result of workers’ diminished focus or skill, absenteeism, treatment costs and allocated resources. AngloGold Ashanti cannot guarantee that anyAny current or future medical program willmay not be successful in preventing or reducing the infection rate among itsAngloGold Ashanti’s employees or in affecting consequent illness or mortality rates. AngloGold Ashanti may incur significant costs in addressing this issue in the future, which could also adversely impact the company’s results of operations and financial condition.

The costs and impacts associated with the pumping of water inflows from closed mines adjacent to the company’s operations could have an adverse effect on its results of operations.

Certain of AngloGold Ashanti’s mining operations are located adjacent to the mining operations of other mining companies. The closure of a mining operation may have an impact upon continued operations at the adjacent mine if appropriate preventative steps are not taken. In particular, this can include the ingress of underground water where pumping operations at the adjacent closed mine are suspended. Such ingress could have an adverse effect on any one of the company’s mining operations as a result of property damage, disruption to operations, additional pollution liabilities and pumping costs and consequently could have an adverse impact uponon its results of operations and financial condition.

The potential costs associated with the remediation and prevention of groundwater contamination from the company’s operations or due to flooding from closed mines adjacent to the company’s operations could have a material adverse effect on theAngloGold Ashanti’s results of operations of AngloGold Ashanti and its financial condition.

AngloGold Ashanti has identified groundwater contamination plumes at certain of its operations. Numerous scientific, technical and legal studiesoperations that have been undertaken to assist in determining the magnitudeoccurred primarily as a result of the contamination and to find sustainable remediation solutions, and, based thereon, the company has instituted processes to reduce seepage and to address soil and groundwater contamination, including monitored natural attenuation by the existing environment and phyto-technologies. Subject to the completion of trials, and the technology being a proven remediation technique, no reliable estimate can be made for the potential costs of remediation and prevention of groundwater contamination at AngloGold Ashanti’s operations. Should these costs be significant, this could have a material adverse impact upon AngloGold Ashanti’s results offrom surface operations and its financial condition.facilities including tailings storage facilities and waste rock.

Deep groundwater contamination is a significant issue in South Africa, where groundwater in some older mining regions has infiltrated mined-out workings. It becomes acidic if exposed to sulfide minerals in these workings, presenting a potentialPotential contamination risk to shallow groundwaterground and eventually surface water resources if allowedcan occur when water is exposed to spread.sulfide-bearing rock in such situations. AngloGold Ashanti has identified a flooding and future pollution risk posed by deep groundwater in the Klerksdorp and Far West Rand goldfields. AngloGold Ashanti’s Vaal River operations are part of the Klerksdorp goldfieldgoldfields and its West Wits operations are part of the Far West Rand goldfield. Various studies have been undertaken by AngloGold Ashanti since 1999. Due togoldfields. As a result of the interconnected nature of underground mining operations in South Africa, any proposed solution needs to be a combined one supported by all the companies owning mines located in these goldfields. As a result, the South African Department of Mineral Resources and affected mining companies are now involved in the development of a “Regional Mine Closure Strategy”.

In view of the limitation of current information for the accurate estimation of a liability,liabilities, no reliable estimate can be made for this obligation, whichthese obligations. The potential costs of remediation and prevention of groundwater contamination at AngloGold Ashanti’s operations could be materialsignificant and may have ana material adverse impact on AngloGold Ashanti’s results of operations and financial condition.

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

AngloGold Ashanti maintains insurance to protect only against catastrophic events which could have a significant adverse effect on its operations and profitability. This insurance is maintained in amounts that the company believes to be reasonable depending upon the circumstances surrounding each identified risk. However, damage and third-party claims arising from catastrophic events may exceed the limit of liability on insurance policies the company has in place. Furthermore, AngloGold Ashanti’s insurance does not cover all potential risks associated with its business and may exclude certain parts of its business. AngloGold Ashanti may elect not to insure certain risks due to the high premiums or for various other reasons, including an assessment that the risks are remote.

The company may not be able to obtain insurance coverage at acceptable premiums. The company believes negotiations with insurance providers have become more difficult for a number of reasons, including prevailing macroeconomic conditions and the risk profile of the mining industry. Insurance for certain risks in particular, such as loss of title to mineral property, political risks in certain jurisdictions, environmental pollution, or other hazards resulting from exploration and production, is not generally available to mining companies on acceptable terms. The availability and cost of insurance coverage can vary considerably from year to year as a result of events beyond the company’s control or from claims, and this can result in higher premiums and periodically being unable to maintain the levels or types of insurance carried.

the company typically carries.

The failure to obtain adequate insurance could impair the company’s ability to continue to operate in the normal course or could result in the occurrence of events for which AngloGold Ashanti is not insured, willeither of which could adversely impact its cash flows, its results of operations and its financial condition.

AngloGold Ashanti is subject to the risk of litigation, the causes and costs of which are not always known.

AngloGold Ashanti is subject to litigation, arbitration and other legal proceedings arising in the normal course of business and may be involved in disputes that may result in litigation. The causes of potential future litigation cannot be known and may arise from, among other things, business activities, environmental and health and safety concerns, share price volatility or failure to comply with disclosure obligations. The results of litigation cannot be predicted with certainty but could include costly damage awards or settlements, fines, and the loss of licenses, concessions, or rights, among other things.

In the event of a dispute involving foreign operations of the company, AngloGold Ashanti may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in South Africa or the United States.

A claimAngloGold Ashanti is subject to numerous claims, including class actions or similar group claims relating to silicosis and other OLD, and could be subject to similar claims in the future.

AngloGold Ashanti has received notice of two applications for class certification relating to silicosis in which the company is a respondent. It has also received notice of individual claims. For further information, please refer to “Item 8.: Financial Information – Legal Proceedings – South Africa – Silicosis litigation”.

It is possible that additional class actions and/or individual claims relating to silicosis and/or other OLD will be filed by a former employee ofagainst AngloGold Ashanti’s predecessor, Vaal Reefs MiningAshanti in the future. AngloGold Ashanti will defend all and Exploration Company Limited, seeks approximately R2.6 million for damages resulting from silicosis allegedly contracted while workingany subsequent claims as filed on a mine. In March 2011,their merits. Should AngloGold Ashanti be unsuccessful in defending any such claims, or in otherwise favorably resolving perceived deficiencies in the national occupational disease compensation framework that were identified in an earlier decision by the Constitutional Court rejected the lower court’s decision that the claim was precluded by statutory compensation and granted leave to the decedent’s executor to proceed with his case in the High Court and seek a claim for damages under common law against AngloGold Ashanti. of South Africa, such matters would have an adverse effect on its financial position, which could be material.

In Colombia, the company is also involved in five class action lawsuits in relation to AGAC Santa Maria-Montecristo and La Colosa projects. One of these class action lawsuits led to a preliminary injunction suspending the mining concession contracts of the Santa Maria-Montecristo project in September 2011. Additionally, in Colombia, AGAC is involved in an action in the Administrative Superior Court of the Cundinamarca District against the Environmental MinistryDepartment of the Environment, Housing and Territorial Development (DoE) following theits issuance of a fine against AngloGold Ashanti; and six class action lawsuits flowingAGAC on the basis that AGAC was in part from the alleged breach of Article 34its mining terms of the Mining Code and in part from allegations that activities in ‘restricted areas’ contravene environmental legislation. See “Item 8A.: Consolidated statements and other financial information – Legal proceedings“.reference.

Should the company be unable to resolve disputes favorably or be able to enforce its rights, this may have a material adverse impact on the company’s financial performance, cash flow and results of operations.

The implementation of an integrated Enterprise Resource Planning (ERP) system could have an adverse effect on AngloGold Ashanti’s results of operations and financial condition.

AngloGold Ashanti is implementing a single, global ERP system to support all the operations managed by AngloGold Ashanti. The ERP system is being implemented over a three-and-a-half-year period which commenced in August 2011. The contemplated implementation of an ERP system on a global basis is inherently a high-risk initiative due to the potential for implementation cost and time overruns. In addition, such implementation could affect the ability of AngloGold Ashanti to report and manage technical and financial information if difficulties in the implementation and operation of the system are experienced, which could have an adverse effect on AngloGold Ashanti’s results of operations and financial condition. The first sites went live during February 2013.

Sales of large quantities of AngloGold Ashanti‘s ordinary shares and American Depository Shares (ADSs), and the perception that these sales may occur or other dilution of the company’s equity, could adversely affect the prevailing market price of the company’s securities.

The bulk of AngloGold Ashanti’s shares are held by a relatively small number of investors withinvestors. According to information available to the topcompany, AngloGold Ashanti’s four institutional holders controlling around 24largest shareholders beneficially owned approximately 23.29 percent of free float.AngloGold Ashanti’s ordinary shares as at December 31, 2012.

Poor returns, soaring costs, higher capital expenditure, ill-conceived corporate activity, rising geopolitical and labor risk and low dividend yields over the past few years have resulted in a change in market sentiment towards gold equities. The market price of the company’s securities could fall if large quantities of ordinary shares or ADSs are sold in the public market, if there is divestment by certain types or groupings of investors, or if there is the perception in the marketplace that such sales could occur. Subject to applicable securities laws, holders of AngloGold Ashanti‘the company‘s ordinary shares or ADSs may decide to sell them at any time. The market price of the company’s ordinary shares or ADSs could also fall as a result of any future offerings AngloGold Ashanti makes of its ordinary shares, ADSs, or securities exchangeable or exercisable for the company’s ordinary shares or ADSs, or the perception in the market place that these offerings might occur. AngloGold Ashanti may make such offerings, including offerings of additional ADS rights, share rights or similar securities, at any time or from time to time in the future.

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

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

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

The announcement by the South African government to replace the Secondary Tax on Companies with a withholding tax on dividends and other distributions may impact the amount of dividends or other distributions received by AngloGold Ashanti’s shareholders.

On February 21, 2007, the South African government announced that a 10 percent withholding tax on dividends and other distributions payable to shareholders would be implemented. In his budget speech on February 22, 2012, the South African Minister of Finance announced that the withholding tax on dividends and other distributions payable to shareholders will be 15 percent effective April 1, 2012.

This withholding tax replaces the Secondary Tax on Companies and although this may reduce the tax payable by AngloGold Ashanti’s South African operations, thereby potentially increasing distributable earnings, the withholding tax on dividends and other distributions will generally reduce the amount of dividends or other distributions received by AngloGold Ashanti shareholders.

AngloGold Ashanti may not pay dividends or make similar payments to shareholders in the future.

AngloGold Ashanti pays cash dividends only if there are sufficient funds available for that purpose. Fund availability depends upon many factors that include the amount of cash available in relation to AngloGold Ashanti’s capital expenditure on existing infrastructure and exploration and other projects.

Under South African law, companies are entitled to pay a dividend or similar payment to its shareholders only if the company meets the solvency and liquidity tests set out in legislation, and the company’s articles of association.founding documents.

Given these factors, including the capital and investment needs of the company, and the board of directors’ discretion to declare a dividend that includes the amount and timing thereof, cash dividends may not be paid in the future.

The implementation of an integrated Enterprise Resource Planning (ERP) system could have an adverse effect on AngloGold Ashanti’s operational results and its financial condition.

AngloGold Ashanti is implementing a single, global ERP system to support all operations managed by AngloGold Ashanti. The ERP system is being implemented over a three-and-a-half-year period which commenced in August 2011. The contemplated implementation of an ERP system on a global basis is inherently a high-risk initiative due to the potential for implementation cost and time overruns. In addition, such implementation could affect the ability of AngloGold Ashanti to report and manage information if difficulties in the implementation and operation of the system are experienced, which could have an adverse effect upon AngloGold Ashanti’s operational results and its financial condition.

ITEM 4: INFORMATION ON THE COMPANY

 

4A.

HISTORY AND DEVELOPMENT OF THE COMPANY

GROUP INFORMATION

AngloGold Limited was foundedformed in June 1998 with the consolidation of the gold mining interests of Anglo American plc. AngloGold Ashanti Limited, as the company exists today, was formed on April 26, 2004 following the business combination between AngloGold and Ashanti Goldfields Company Limited.

CURRENT PROFILE

AngloGold Ashanti Limited is headquartered in Johannesburg, South Africa. The company (Registration number 1944/017354/06) was incorporated in the Republic of South Africa in 1944 under the name of Vaal Reefs Exploration and Mining Company Limited and operates under the South African Companies Act 71 of 2008 (Companies Act), as amended.

Its registered office is at 76 Jeppe Street, Newtown, Johannesburg, South Africa, 2001. Telephone: +27 11 6376000.

While AngloGold Ashanti’s primary listing is on the Johannesburg Stock Exchange (JSE), the company is also listed on the London Stock Exchange (LSE), the New York Stock Exchange (NYSE), the Ghana Stock Exchange (GhSE) and the Australian Securities Exchange (ASX).

AngloGold Ashanti delisted from Euronext Paris on December 23, 2011 and from Euronext Brussels on December 30, 2011.

HISTORY AND SIGNIFICANT DEVELOPMENTS

Below are highlights of key corporate activities from 1998:

1998

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

1998-2004

Expansion of AngloGold Limited’s operations outside of South Africa.

2004

Concluded the business combination with Ashanti Goldfields Company Limited, at which time the company changed its name to AngloGold Ashanti Limited.

2007

Anglo American plc sold 69,100,000 ordinary shares of AngloGold Ashanti, thereby reducing Anglo American’s shareholding in AngloGold Ashanti from 41.7 percent to 16.6 percent.

2009

Anglo American plc sold its remaining shareholding to Paulson & Co. Inc.

2010

AngloGold Ashanti eliminated its hedge book, thereby gaining full exposure to spot gold prices.

2012

AngloGold Ashanti acquired the remaining 50 percent interest in Serra Grande in Brazil for $215 million.

The company acquired 100 percent of First Uranium (Proprietary) Limited for $335 million.

4B.

BUSINESS OVERVIEW

AngloGold Ashanti, is a globalone of the world’s major gold company withexploration, mining and marketing companies, holds a portfolio of assetsoperations and differing orebody types in key gold producing regions.projects on four continents, and has a worldwide exploration program. The company is currentlyworks across the third-largest gold producer infull spectrum of the world.mining value chain.

PRODUCTS

AngloGold Ashanti’s main product is gold. In the course of processing the ore mined, by-products such as silver, uranium oxide and sulfuric acid are produced at the Argentinian, South African and Brazilian operations.

OPERATIONS

AngloGold Ashanti’s 2021 operations are located in 10 countries (Argentina, Australia, Brazil, Ghana, Guinea, Mali, Namibia, South Africa, Tanzania and the United States). These include six deep-level mines and one surface operationoperations in South Africa as well as a combination of surface and underground mining operations in the Americas, Australia and elsewhere on the African continent.

EXPLORATION

The group’s exploration program, which covers greenfield, brownfield, and, more recently, marine exploration, is conducted either directly orexploration. Major development projects are Tropicana in collaboration with partners. The group’s most recent greenfield discovery isAustralia, Kibali in the Democratic Republic of the Congo (DRC) and La Colosa deposit in Colombia. BrownfieldOur extensive brownfield, greenfield and marine exploration is conducted around existing operations. In October 2009, the groupprograms extend to 14 countries, in both established aand new gold-producing regions through managed and non-managed joint venture to explore for marine mineral deposits on the continental shelf. This complements AngloGold Ashanti’s existing terrestrial explorationventures, strategic alliances and mining activities.wholly owned ground holdings.

DEVELOPMENT

AngloGold Ashanti utilizes its exploration team to build on its record of new gold discoveries and to grow its gold endowment. The company has increased its capacity to fund a significant project pipeline by incurring longer-term debt, while maintaining capital discipline and improving shareholder returns.

MARKETING

Once processed to the doré (unrefined gold bar) stage at AngloGold Ashanti’s operations, this product is dispatched to various precious metal refineries where the gold is refined to a purity of at least 99.5 percent, in accordance with the standards of ‘good delivery’“good delivery” as determined by the London Bullion Market Association. It is then sold to bullion banks or refiners. Gold has been a much sought after source of wealth over the centuries, be it as an investment, a store of value or as jewellery. AngloGold Ashanti campaigns actively to promote the demand for gold.

GOLD MARKET

AngloGold Ashanti’s gold is refined at various precious metal refineries. In refined and marketable form, gold normally takes the shape of bars, varying in size from 12.5 kilogram to smaller bars weighing some 1 kilogram or less, all of which contain 99.5 percent gold. Through the refineries the gold is sold directly to bullion banks. Bullion banks are registered commercial banks which deal in gold, distributing bullion bought from mining companies and refineries to markets worldwide. These banks hold consignment stocks in all major physical markets and finance these inventories from the margins they charge physical buyers.

The physical gold market is dominated by the jewellery and investment sectors, which together account for over 8078 percent of total demand. The balance of gold supplydemand is used infrom the electronics and dentistry.dentistry industry, as well as the uptake from central banks. While the quantity of gold used in jewellery consumption has decreased over the last decade with the steadily rising gold price, the investment market has largely absorbed available supply. Investment in physical gold involves bar and coin hoarding, medals and other retail investment instruments, as well as the now significant market for exchange traded funds (ETFs).

InThe gold price averaged $1,668 per ounce for 2012, marking the eleventh consecutive year of average annual price increases. After reaching a record of $1,921 per ounce in September 2011, the gold price failed to reach the same level during 2012.

Although gold has traditional “safe haven” status among financial assets, it did not benefit significantly in 2012. This was largely on account of the continued negative correlation between the dollar gold price and the dollar, in which a stronger dollar tended to cap appreciation in the gold price. This pattern was exacerbated by the fact that investors often sold profitable gold positions.

The announcement by the US Federal Reserve of a further round of quantitative easing in mid-September correlated with a boost in the gold price, however, having averaged $1,651 per ounce over the first three quarters of 2012, the announcement of the third round of quantitative easing (QE3) corresponding with an increase in the gold price average to $1,717 per ounce for the final quarter. As of April 19, 2013, the gold price was $1,404 per ounce.

Investment market

Holdings within the ETF universe showed reasonable growth. Although growth in total gold holdings was lower than that experienced in 2009 and 2010, it was an improvement over 2011. ETF holdings grew by 6.4 million ounces in 2011 which represents growth of 9 percent over the year. In 2012, ETF holdings grew by almost 9.4 million ounces or 12 percent.

Among ETFs, which now include some 32 different funds, the NYSE-listed SPDR Gold Shares (GLD) remained the largest at 43.4 million ounces, or almost half of combined holdings of 88.8 million ounces (as at end 2012). This fund grew by 3.1 million ounces in 2012 and alone accounted for over a third of overall growth in holdings during 2012.

The official sector continued to be profoundly influenceda significant source of demand through 2012 with estimates of around 17.2 million ounces (net) bought by ongoing economic turmoil, particularlyvarious central banks across the globe. The most dominant sources of demand from this sector remain those countries which are not members of the Organization for Economic Co-operation and Development (OECD), such as Brazil, Mexico and South Korea, which added to their gold reserves. In contrast, the third year of the Central Bank Gold Agreement ended at the end of September and total sales of 5 tonnes by its signatories were recorded. This represents the lowest annual sales in any of the United Statesagreements.

Bar and coin demand for 2012 failed to match the levels of America2011, declining by 260 tonnes year-on-year. Demand experienced from Europe in 2011 did not materialize again in 2012. However, after a slow start to the first half of the year, Indian demand for bars and latterly bycoins began to emerge and amounted some 25 percent of total demand for 2012. Demand from China, another important source of demand, was flat at 265 tonnes, primarily due to the crisis triggered by the deteriorationslowing of the sovereign debt markets in the Eurozone. This trend persisted until the fourth quarter, during which the situation in Europe deteriorated, the euro started slipping against the dollar in the face of the inability of the European countries to resolve the funding crisis and the gold price failed to react favorably to these conditions. Despite this trend in the fourth quarter of 2011, the year-end spot gold price gained 11 percent in 2011 compared to 2010 and averaged $1,572 per ounce in 2011, which is 28 percent higher than the average spot price of $1,227 in 2010. However, prospects for the gold market continued to deteriorate in the first quarter of 2012 as uncertainty about sovereign debt and inflation eased, European economic prospects improved, investor interest for gold slowed and physical demand in India decreased. As at March 31, 2012, the price of gold was $1,664 per ounce.

Investment market

As 2011 drew to a close, the gold price failed to respond favorably to the worsening crisis in Europe. Nevertheless, ETF holdings grew over the course of the fourth quarter of 2011, improving on a sluggish first quarter and reversing the negative trend of the second and third quarters.

As at December 31, 2011, aggregate holdings for the major ETFs totaled almost 78 million ounces, which represents a 7 percent increase of 5.2 million ounces for the year. This growth is modest when compared to the significant increases in ETF holdings of 2009 and 2010 (19.84 million ounces and 9.97 million ounces respectively). Combined ETFs rank sixth behind official sector holdings of the United States (267 million ounces), Germany (109 million ounces), IMF (91 million ounces), Italy (79 million ounces) and France (78 million ounces). As was the case in 2010, official sector demand in the gold market remained significant in 2011, with governments continuing to increase their gold holdings in the face of extreme economic uncertainty.

More traditional gold investment products such as bar and coin experienced a very mixed year. In India, the world’s biggest single gold market, gold price volatility and a weakening rupee severely dampened gold demand in both investment and jewellery. In China, such volatility also played a negative role but since the value of the Yuan is so closely managed, the impacts were not as marked. Unlike India, China recorded growth in both investment and jewellery demand in 2011. In the developed markets, Europe was by far the strongest for bar and coin hoarding, and in the third quarter European demand exceeded that of India and China – a highly rare occurrence. Much of this activity was driven by the debt crisis in the Eurozone.Chinese economy.

Jewellery markets

The key jewellery marketsA jewellers’ strike and doubling of India and China both experienced mixed fortunes duringimport duties meant that the year. After a record year in 2010, India’s first two quarters remained strong but fell off in the second half of the year on price volatility and rupee weakness. Price volatility also dampenedwitnessed very poor demand in China, but unlikeout of India which experienced a contractionrelative to 2011, down by 24 percent. Sentiment improved in the thirdlatter half of the year and fourth quarters, China still recorded increases all year round, with totalIndia remained the strongest performing market for gold jewellery and, in 2012, accounted for 29 percent of global jewellery fabrication.

Slowing fortunes of the Chinese economy had an impact on jewellery demand growingfrom this region, down 4.5 tonnes year-on-year, as consumers cut back on their discretionary spending. Hong Kong maintained its levels of jewellery demand year-on-year at 27 tonnes.

European jewellery demand was similarly affected by 16 percent to reach 524 tonnes. Ineconomic woes and austerity measures.

The outlook for the gold price remains broadly supportive given the continuation of loose monetary policies in both the United States and Europe. However, there is growing confidence that monetary authorities may have managed the worst of these crises. Austerity measures may continue across Europe and this may weigh on European jewellery sector showed modest growth of around 3 percent asdemand while further measures by the market finally beganIndian authorities to settle after years of turmoil. The high end of thecurb gold imports mean that jewellery marketdemand from this region will also likely decrease in the United States showedshort term.

RAW MATERIALS

AngloGold Ashanti uses chemicals including cyanide and lime in the greatest growth for the second year as the wealthyproduction of gold. These chemicals are less affected byavailable from a financial downturn than low to middle income earners.large number of suppliers.

COMPETITIONSouth Africa

As gold mining(Address of Principal Executive Offices)

ME Sanz Perez, Company Secretary, Telephone: +27 11 6376306, Facsimile: +27 86 6750137

E-mail: rsanz@anglogoldashanti.com, 76 Jeppe Street, Newtown, Johannesburg, 2001, South Africa

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered pursuant to Section 12(b) of the Act:

Title of each className of each exchange on which registered

American Depositary Shares

New York Stock Exchange

Ordinary Shares

New York Stock Exchange*

6.00 Percent Mandatory Convertible Subordinated Bonds due 2013

New York Stock Exchange
*

Not for trading, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission

Securities registered pursuant to Section 12(g) of the Act:

None

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

INTELLECTUAL PROPERTY

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

STRATEGY

At the end of March 2008, AngloGold Ashanti adopted a new business strategy. The company defined its strategic focus in five components:

Promote the organizational developmentreporting obligation pursuant to Section 15(d) of the group as a strategic value driver;Act:

Maximize marginsby managing both revenue and costs to ensure delivery and protectionNone

Indicate the number of returns throughout the economic cycle;

Manage the business as an asset portfolioby using capital deployment optimization approaches to support delivery of return targets;

Grow the business by having a definite strategy for both organic growth and growth by acquisition and be opportunistic in seeking value accretive targets; and

Embrace sustainability principles by developing business and social partnerships based on mutual value creation, while maintaining a focus on ensuring the safety and well-being of employees and managing environmental and other impacts.

The key featuresoutstanding shares of each of these componentsthe issuer’s classes of capital or common stock as of the company’s strategy are:close of the period covered by the annual report:

Ordinary Shares of 25 ZAR cents each

383,320,962

E Ordinary Shares of 25 ZAR cents each

1,617,752

A Redeemable Preference Shares of 50 ZAR cents each

2,000,000

B Redeemable Preference Shares of 1 ZAR cent each

778,896

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes x No ¨

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934.

Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing

requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant (1) has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was

required to submit and post such files).

Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

(Check one): Large Accelerated Filer x

Accelerated Filer¨

Non-Accelerated Filer ¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP x

International Financial Reporting Standards as issued by the International Accounting Standards Board¨Other¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨  No x


TABLE OF CONTENTSPage

Presentation of information

3

Certain forward-looking statements

4

Glossary of selected terms

Mining terms

5

Financial terms

8

Currencies

8

Abbreviations

9

Part I:

Item 1:

Identity of directors, senior management and advisors

10

Item 2:

Offer statistics and expected timetable

10

Item 3:

Key information

3A.  

Selected financial data

10
3B.  

Capitalization and indebtedness

14
3C.  

Reasons for the offer and the use of proceeds

14
3D.  

Risk factors

14

Item 4:

Information on the company

41
4A.  

History and development of the company

41
4B.  

Business overview

42
4C.  

Organizational structure

95
4D.  

Property, plants and equipment

96

Item 4A:

Unresolved staff comments

121

Item 5:

Operating and financial review and prospects

122
5A.  

Operating results

123

5B.  

Liquidity and capital resources

149

5C.  

Research and development, patents and licenses, etc

158
5D.  

Trend information

158
5E.  

Off-balance sheet arrangements

158
5F.  

Tabular disclosure of contractual obligations

158

Item 6:

Directors, senior management and employees

6A.  

Directors and senior management

159
6B.  

Compensation

166
6C.  

Board practices

172
6D.  

Employees

177
6E.  

Share ownership

179

Item 7:

Major shareholders and related party transactions

186
7A.  

Major shareholders

188
7B.  

Related party transactions

189
7C.  

Interests of experts and counsel

189

Item 8:

Financial information

  8A.

Consolidated financial statements and other financial information

190

Legal proceedings

190

Dividends

196
8B.

Significant changes

196

Item 9:

The offer and listing

9A.  

Offer and listing details

197
9B.  

Plan of distribution

197
9C.  

Markets

198
9D.  

Selling shareholders

198
9E.  

Dilution

198
9F.  

Expenses of the issue

198

Item 10:

Additional information

10A.

Share capital

199
10B.

Memorandum of Incorporation

202
10C.

Material contracts

213
10D.

Exchange controls

216
10E.

Taxation

217
10F.

Dividends and paying agents

221
10G.

Statement by experts

221
10H.

Documents on display

221
10I. 

Subsidiary information

221

Item 11:

Quantitative and qualitative disclosures about market risk.

222

Item 12:

Description of securities other than equity securities

12A.

Debt securities

229
12B.

Warrants and rights

229
12C.

Other securities

229
12D.

American Depositary Shares

12D.3        Depositary fees and charges

229

12D.4        Depositary payments for 2012

229

Part II:

Item 13:

Defaults, dividend arrearages and delinquencies

230

Item 14:

Material modifications to the rights of security holders and use of proceeds

231

Item 15:

Controls and procedures

232

Item 16A:

Audit committee financial expert

234

Item 16B:

Code of Ethics and Whistleblowing Policies

235

Item 16C:

Principal accountant fees and services

236

Item 16D:

Exemptions from the listing standards for audit committees

236

Item 16E:

Purchases of equity securities by the issuer and affiliated purchasers

236

Item 16F:

Change in registrant’s certifying accountant

237

Item 16G:

Corporate Governance

237

Item 16H:

Mine Safety Disclosure

237

Part III:

Item 17:

Financial statements

238

Item 18:

Financial statements

239 and F pages

Item 19

Exhibits

E pages

PRESENTATION OF INFORMATION

AngloGold Ashanti Limited

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

PromoteUS GAAP financial statements

The audited consolidated financial statements contained in this annual report on Form 20-F for the organizational developmentyears ended December 31, 2012, 2011 and 2010 and as at December 31, 2012 and 2011 have been prepared in accordance with U.S. generally accepted accounting principles (US GAAP).

IFRS financial statements

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

Currency

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

In this annual report, references to rands, ZAR and R are to the strategic importancelawful currency of the group’s organizational development and through its:

Mission, it seeksRepublic of South Africa, references to define a clear viewUS dollars, dollar or $ are to the lawful currency of the organization;United States, references to

Vision, its seeks are to reflect a clear and consistent viewthe lawful currency of the organization’s future;European Union, references to C$ or CAD are to the lawful currency of Canada, references to ARS and peso are to the lawful currency of Argentina, references to AUD and A$ are to the lawful currency of Australia, references to BRL are to the lawful currency of Brazil, reference to NAD and N$ are to the lawful currency of Namibia, reference to Tsh is to the lawful currency of the United Republic of Tanzania and references to GHC, cedi or ¢ are to the lawful currency of Ghana.

See “Item 3A.: Selected financial data – Exchange rate information” for historical information regarding the US dollar/South African rand exchange rate. On April 19, 2013 the interbank US dollar/South African rand exchange rate as reported by OANDA Corporation was R9.17/$1.00.

ValuesNon-GAAP financial measures

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

Shares and shareholders

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

CERTAIN FORWARD-LOOKING STATEMENTS

Certain statements contained in this document, other than statements of historical fact, including, without limitation, those concerning the economic outlook for the gold mining industry, expectations regarding gold prices, production, cash costs and other operating results, return on equity, productivity improvements, growth prospects and outlook of AngloGold Ashanti’s operations, individually or in the aggregate, including the achievement of project milestones, the completion and commencement of commercial operations of certain of AngloGold Ashanti’s exploration and production projects and the completion of acquisitions and dispositions, AngloGold Ashanti’s liquidity and capital resources and capital expenditures and the outcome and consequence of any potential or pending litigation or regulatory proceedings or environmental issues, are forward-looking statements regarding AngloGold Ashanti’s operations, economic performance and financial condition.

These forward-looking statements or forecasts involve known and unknown risks, uncertainties and other factors that may cause AngloGold Ashanti’s actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed or implied in these forward-looking statements. Although AngloGold Ashanti believes that the process usedexpectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to achievehave been correct. Accordingly, results isand forecasts could differ materially from those set out in the forward-looking statements as important as the results themselves;

Business Process Framework, it seeks to define the policy, standardsa result of among other factors, changes in economic, social and political and market conditions, success of business and operating framework necessary to establish a flexible and responsive work model within which people have the opportunity to be creative and realize their potential; and

Organizational model, it seeks to ensure that the right person, does the right work,initiative, changes in the right wayregulatory environment and atother government actions, including environmental approval, fluctuations in gold prices and exchange rates, the right time.

Maximize marginsoutcome of pending or future litigation proceedings and business and operational risk management and other factors as determined in “item 3D.: Risk factors” and elsewhere in this annual report. These factors are not necessarily all of the important factors that could cause AngloGold Ashanti’s actual results to differ materially from those expressed in any forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on future results. Consequently, readers are cautioned not to place undue reliance on forward-looking statements.

AngloGold Ashanti seeksundertakes no obligation to maximize marginsupdate publicly or release any revisions to these forward-looking statements to events or circumstances after the date of this annual report or to reflect the occurrence of unanticipated events, except to the extent required by actively managing revenuesapplicable law. All subsequent written or oral forward-looking statements attributable to AngloGold Ashanti or any person acting on its behalf are qualified by the cautionary statements herein.

GLOSSARY OF SELECTED TERMS

The following explanations are not intended as technical definitions but should assist the reader in understanding terminology used in this annual report. Unless expressly stated otherwise, all explanations are applicable to both underground and costs. In particular, it seekssurface mining operations.

Mining terms

All injury frequency rate:The total number of injuries and fatalities that occurs per million hours worked.

BIF:Banded Ironstone Formation. A chemically formed iron-rich sedimentary rock.

By-products:Any products that emanate from the core process of producing gold, including silver, uranium and sulfuric acid.

Calc-silicate rock:A metamorphic rock consisting mainly of calcium-bearing silicates such as diopside and wollastonite, and formed by metamorphism of impure limestone or dolomite.

Carbon-in-leach (CIL):Gold is leached from a slurry of gold ore with cyanide in agitated tanks and adsorbed on to maximizecarbon granules in the same circuit. The carbon granules are separated from the slurry and treated in an elution circuit to remove the gold.

Carbon-in-pulp (CIP):Gold is leached conventionally from a slurry of gold ore with cyanide in agitated tanks. The leached slurry then passes into the CIP circuit where carbon granules are mixed with the slurry and gold is adsorbed on to the carbon. The granules are separated from the slurry and treated in an elution circuit to remove the gold.

Comminution:Comminution is the crushing and grinding of ore to make gold available for treatment. (See also “Milling”).

Contained gold:The total gold content (tons multiplied by grade) of the material being described.

Cut-off grade (surface mines):The minimum grade at which a unit of ore will be mined to achieve the desired economic outcome.

Depletion:The decrease in the quantity of ore in a deposit or property resulting from extraction or production.

Development:The process of accessing an orebody through shafts and/or tunneling in underground mining operations.

Diorite:An igneous rock formed by the solidification of molten material (magma).

Doré:Impure alloy of gold and silver produced at a mine to be refined to a higher purity, usually consisting of 85 percent gold on average.

Electro-winning:A process of recovering gold from solution by means of electrolytic chemical reaction into a form that can be smelted easily into gold bars.

Elution:Recovery of the gold from the activated carbon into solution before zinc precipitation or electro-winning.

Gold Produced:Refined gold in a saleable form derived from the mining process.

Grade:The quantity of gold contained within a unit weight of gold-bearing material generally expressed in ounces per short ton of ore (oz/t), or grams per metric tonne (g/t).

Greenschist:A schistose metamorphic rock whose green color is due to the presence of chlorite, epidote or actinolite.

Leaching:Dissolution of gold from crushed or milled material, including reclaimed slime, prior to adsorption on to activated carbon.

Life of mine (LOM):Number of years for which an operation is planning to mine and treat ore, and is taken from the current mine plan.

Metallurgical plant:A processing plant constructed to treat ore and extract gold.

Metallurgical recovery factor (MetRF): A measure of the efficiency in extracting gold from the ore deposit.

Milling:A process of reducing broken ore to a size at which concentrating can be undertaken. (See also “Comminution”).

Mine call factor:The ratio, expressed as a percentage, of the total quantity of recovered and unrecovered mineral product after processing with the amount estimated in the ore based on sampling. The ratio of contained gold delivered to the metallurgical plant divided by the estimated contained gold of ore mined based on sampling.

Mineral deposit:A mineral deposit is a concentration (or occurrence) of material of possible economic interest in or on the earth’s crust.

Ore Reserve:That part of a mineral deposit which could be economically and legally extracted or produced at the time of the Ore Reserve determination.

Ounce (oz) (troy):Used in imperial statistics. A kilogram is equal to 32.1507 ounces. A troy ounce is equal to 31.1035 grams.

Pay limit:The grade of a unit of ore at which the revenue from the recovered mineral content of the ore is equal to the sum of total cash costs, closure costs, Ore Reserve development and stay-in-business capital. This grade is expressed as an in-situ value in grams per tonne or ounces per short ton (before dilution and mineral losses).

Precipitate:The solid product of chemical reaction by fluids such as the zinc precipitation referred to below.

Probable Ore Reserve:Ore Reserve for which quantity and grade are computed from information similar to that used for Proven Reserves, but the sites for inspection, sampling, and measurement are further apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for Proven Reserves, is high enough to assume continuity between points of observation.

Productivity:An expression of labor productivity based on the ratio of grams of gold produced per month to the total number of employees in mining operations.

Proven Ore Reserve:Ore Reserve for which the (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade is computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of the Ore Reserve are well established.

Project capital:Capital expenditure to either bring a new operation into production; to materially increase production capacity; or to materially extend the productive life of an asset.

Recovered grade:The recovered mineral content per unit of ore treated.

Reef:A gold-bearing sedimentary horizon, normally a conglomerate band that may contain economic levels of gold.

Refining:The final purification process of a metal or mineral.

Rehabilitation:The process of reclaiming land disturbed by mining to allow an appropriate post-mining use. Rehabilitation standards are defined by country-specific laws, including but not limited to the South African Department of Mineral Resources, the US Bureau of Land Management, the US Forest Service, and the relevant Australian mining authorities, and address among other issues, ground and surface water, topsoil, final slope gradient, waste handling and re-vegetation issues.

Seismic event:A sudden inelastic deformation within a given volume of rock that radiates detectable seismic energy.

Shaft:A vertical or subvertical excavation used for accessing an underground mine; for transporting personnel, equipment and supplies; for hoisting ore and waste; for ventilation and utilities; and/or as an auxiliary exit.

Short ton:Used in imperial statistics. Equal to 2,000 pounds.

Skarn:A rock of complex mineralogical composition, formed by contact metamorphism and metasomatism of carbonate rocks.

Smelting:A pyro-metallurgical operation in which gold is further separated from impurities.

Stope:Underground excavation where the orebody is extracted.

Stripping ratio:The ratio of waste tonnes to ore tonnes mined calculated as total tonnes mined divided by ore tonnes mined.

Stoping:The process of excavating ore underground.

Syngenetic:Formed contemporaneously with the deposition of the sediment.

Tailings:Finely ground rock of low residual value from its products by:which valuable minerals have been extracted.

 

offering exposureTailings dam (slimes dam):Dam facilities designed to spot prices;store discarded tailings.

delivering products

Tonne:Used in metric statistics. Equal to 1,000 kilograms.

Tonnage:Quantity of material measured in tonnes or tons.

Waste:Material that contains insufficient mineralization for consideration for future treatment and, as such, is discarded.

Yield:The amount of valuable mineral or metal recovered from each unit mass of ore expressed as ounces per short ton or grams per metric tonne.

Zinc precipitation:Zinc precipitation is the chemical reaction using zinc dust that converts gold in solution to a consistent qualitysolid form for smelting into unrefined gold bars.

Financial terms

Average number of employees:The monthly average number of production and non-production employees and contractors employed during the year, where contractors are defined as individuals who have entered into a fixed-term contract of employment with a group company or subsidiary. Employee numbers of joint ventures represents the group’s attributable share.

Capital expenditure:Total capital expenditure on time;tangible assets.

seeking

Discontinued operation:A component of an entity that, pursuant to maintain cost inflation belowa single plan, has been disposed of or abandoned or is classified as held for sale until conditions precedent to the industry average;sale have been fulfilled.

Effective tax rate:Current and deferred taxation charge for the year as a percentage of profit before taxation.

applying resource development strategies

OANDA Corporation:An internet-based provider of forex trading and currency information services.

Rated bonds:The $700 million 5.375 percent bonds due 2020, $300 million 6.5 percent bonds due 2040 and the $750 million 5.125 percent bonds due 2022.

Region:Defines the operational management divisions within AngloGold Ashanti Limited, namely South Africa, Continental Africa (Ghana, Guinea, Mali, Namibia and Tanzania), Australasia, and the Americas (Argentina, Brazil and United States of America).

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

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

ManageSTRATE:The licensed Central Securities Depository (CSD) for the electronic settlement of financial instruments in South Africa.

Total cash costs:Total cash costs include site costs for all mining, processing and administration, reduced by contributions from by-products and are inclusive of royalties and production taxes. Depreciation, depletion and amortization, rehabilitation, corporate administration, employee severance costs, capital and exploration costs are excluded. Total cash costs per ounce are the attributable total cash costs divided by the attributable ounces of gold produced.

Total production costs:Total cash costs plus depreciation, depletion and amortization, employee severance costs, rehabilitation and other non-cash costs. Corporate administration and exploration costs are excluded. Total production costs per ounce are the attributable total production costs divided by the attributable ounces of gold produced.

Weighted average number of ordinary shares:The number of ordinary shares in issue at the beginning of the year, increased by shares issued during the year, weighted on a time basis for the period during which they have participated in the income of the group, and increased by share options that are virtually certain to be exercised.

Currencies

$, US$ or dollar

United States dollars

ARS

Argentinean peso

A$ or AUD

Australian dollars

BRL

Brazilian real

or Euro

European Euro

C$ or CAD

Canadian dollars

GHC, cedi or ¢

Ghanaian cedi

N$ or NAD

Namibian dollars

Tsh

Tanzanian Shillings

ZAR, R or rand

South African rands

Abbreviations

ADS

American Depositary Share

ADR

American Depositary Receipt

AIFR

All injury frequency rate

ASX

Australian Securities Exchange

Au

Contained gold

BBSY

Bank Bill Swap Bid Rate

bn

Billion

BEE

Black Economic Empowerment

capex

Capital expenditure

CDI

Chess Depositary Interests

CLR

Carbon Leader Reef

Companies Act

South African Companies Act 71, of 2008

DMTNP

Domestic medium-term notes program

ERP

Enterprise resource planning

FIFR

Fatal injury frequency rate

G or g

Grams

g/t

Grams per tonne

GhDS

Ghanaian Depositary Share

GhSE

Ghana Stock Exchange

JORC

Australasian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves

JIBAR

Johannesburg Interbank Agreed Rate

JSE

JSE Limited (Johannesburg Stock Exchange)

King III

South African King Code on Corporate Governance, 2009

Kg or kg

Kilograms

Km or km

Kilometers

LSE

London Stock Exchange

LIBOR

London Interbank Offer Rate

LOM

Life of mine

M or m

Meter or million, depending on the context

Moz

Million ounces

Mt

Million tonnes or tons

Mtpa

Million tonnes/tons per annum

NYSE

New York Stock Exchange

Oz or oz

Ounces (troy)

oz/t

Ounces per ton

oz/TEC

Ounces per total employee costed

SAMREC

South African Code for the Reporting of Mineral Resources and Mineral Reserves 2007 Edition

SEC

United States Securities and Exchange Commission

SOX

Sarbanes-Oxley Act of 2002

T or t

Tons (short) or tonnes (metric)

Tpa or tpa

Tonnes/tons per annum

US/USA/United States

United States of America

VCR

Ventersdorp Contact Reef

Note:Rounding of figures in this report may result in computational discrepancies.

PART I

ITEM 1: IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not applicable.

ITEM 2: OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3: KEY INFORMATION

3A.

SELECTED FINANCIAL DATA

The selected financial information set forth below for the years ended December 31, 2010, 2011 and 2012 and as at December 31, 2011 and 2012 has been derived from, and should be read in conjunction with, the US GAAP financial statements included under Item 18 of this annual report. The selected financial information for the years ended December 31, 2008 and 2009 and as at December 31, 2008, 2009 and 2010 has been derived from the US GAAP financial statements not included in this annual report.

    

Year ended December 31,

 

 
   2008 (1)  2009  2010  2011  2012 
   $  $  $  $  $ 
    (in millions, except share and per share amounts) 

Consolidated statement of income

      

Sales and other income

   3,730   3,954   5,402   6,642    6,428  

Product sales(2)

   3,655   3,784   5,334   6,570    6,353  

Interest, dividends and other

   75   170   68   72    75  

Costs and expenses

   4,103   4,852   5,021   4,521    5,217  

Operating costs(3)

   2,452   2,543   3,112   3,555    3,876  

Royalties

   78   84   142   193    164  

Depreciation, depletion and amortization

   615   615   720   789    794  

Impairment of assets

   670   8   91   17    367  

Interest expense

   72   123   151   178    213  

Accretion expense

   22   17   22   28    33  

(Profit)/loss on sale of assets, realization of loans, indirect taxes and other

   (64  10   (3  (43  35  

Non-hedge derivative loss/(gain) and movement on bonds

   258   1,452   786   (196  (265

(Loss)/income from continuing operations before income tax and equity income in associates

   (373  (898  381   2,121    1,211  

Taxation (expense)/benefit

   (22  33   (255  (705  (340

Equity (loss)/income in associates

   (149  88   40   59    (23

Net (loss)/income from continuing operations

   (544  (777  166   1,475    848  

Discontinued operations

   23   -   -    -    -  

Net (loss)/income

   (521  (777  166   1,475    848  

Less: Net income attributable to noncontrolling interests

   (42  (48  (54  (50  (19
                     

Net (loss)/income - attributable to AngloGold Ashanti

   (563  (825  112   1,425    829  

Net (loss)/income - attributable to AngloGold Ashanti

      

(Loss)/income from continuing operations

   (586  (825  112   1,425    829  

Discontinued operations

   23   -    -    -    -  
   (563  (825  112   1,425    829  

Basic (loss)/earnings per common share (in $)(4)

      

From continuing operations

   (1.86  (2.30  0.30   3.71    2.15  

Discontinued operations

   0.07   -    -    -    -  

Net (loss)/income - attributable to AngloGold Ashanti common stockholders

   (1.79  (2.30  0.30   3.71    2.15  

Diluted (loss)/income per common share (in $)(4)

      

From continuing operations

   (1.86  (2.30  0.30   3.17    1.61  

Discontinued operations

   0.07   -    -    -    -  

Net (loss)/income - attributable to common stockholders

   (1.79  (2.30  0.30   3.17    1.61  
                     

Dividend per common share (cents)

   13   13   18   34    56  

 

 
   2008    2009    2010    2011    2012  
   $   $   $   $   $ 
   (in millions, except share and per share amounts) 

 

 

Consolidated balance sheet data (as at period end)

          

Cash and cash equivalents and restricted cash

   585    1,112    585    1,147     927  

Other current assets

   2,328    1,646    1,412    1,484     1,863  

Property, plant and equipment and acquired properties, net

   5,579    6,285    6,762    6,902     7,983  

Goodwill and other intangibles, net

   152    180    197    213     305  

Materials on the leach pad (long-term)

   261    324    331    393     445  
Other long-term assets, derivatives, deferred taxation assets and other long-term inventory   546    1,115    1,101    1,046     1,579  
  

 

 

 

Total assets

   9,451    10,662    10,388    11,185     13,102  
  

 

 

 

Current liabilities

   3,458    4,475    1,004    919     1,959  

Provision for environmental rehabilitation

   302    385    530    653     758  

Deferred taxation liabilities

   1,008    1,171    1,200    1,242     1,157  

Other long-term liabilities and derivatives

   1,277    1,186    3,065    2,849     3,380  

Equity(5)

   3,406    3,445    4,589    5,522     5,848  
  

 

 

 

Total liabilities and equity

   9,451    10,662    10,388    11,185     13,102  
  

 

 

 

Capital stock (exclusive of long-term debt and redeemable preferred stock)

 

   12    12    13    13     13  

Number of common shares as adjusted to reflect changes in capital stock

 

       353,483,410    362,240,669    381,204,080    382,242,343     383,320,962  

Net assets

   3,406    3,445    4,589    5,522     5,848  

 

 

(1)

2008 results included the acquisition of the remaining 33 percent shareholding in the Cripple Creek and Victor Gold Mining Company with effect from July 1, 2008. In prior years, the investment was consolidated as a subsidiary. The 2008 accounting treatment is therefore consistent with that of prior years.

(2)

Product sales represent revenue from the sale of gold.

(3)

Operating costs include production costs, exploration costs, related party transactions, general and administrative, market development costs, employment severance costs and other.

(4)

The calculations of basic and diluted (loss)/earnings per common share are described in note 8 to the consolidated financial statements “Income/(loss) per common share”. Amounts reflected exclude E Ordinary shares.

(5)

Includes noncontrolling interests.

Annual dividends

The table below sets forth the amounts of interim, final and total dividends paid in respect of the past five years in cents per ordinary share. In respect of 2012, a fourth quarter dividend of 50 South African cents per ordinary share was declared on February 18, 2013, with a record date of March 15, 2013 and a payment date of March 28, 2013.

  Year ended December 31(1)    2008     2009     2010     2011     2012 

  South African cents per ordinary share

                    

  First quarter

                     100  

  Second quarter

     50       60       65       90       100  

  Third quarter

                 90       50  

  Fourth quarter

     50       70       80       200       50  

  Total

     100       130       145       380       300  

  US cents per ordinary share(2)

                    

  First quarter

                     11.81  

  Second quarter

     6.45       7.66       9.00       12.08       12.10  

  Third quarter

                 10.87       5.76  

  Fourth quarter

     5.00       9.50       11.26       27.50       5.40  

  Total

     11.45       17.16       20.26       50.45       35.07  

(1)

During quarter three of 2011, the Company changed the frequency of dividend payments from half-yearly to quarterly.

(2)

Dividends for these periods were declared in South African cents. US dollar cents per share figures have been calculated based on exchange rates prevailing on each of the respective payment dates.

For further information on the company’s policy on dividend distributions, see “Item 8A: Consolidated statements and other financial information – Annual dividend”.

Exchange rate information

The following table sets forth, for the periods and dates indicated, certain information concerning US dollar/South African rand exchange rates expressed in rands per $1.00. On April 19, 2013, the interbank rate between South African rands and US dollars as reported by OANDA Corporation was R9.17/$1.00.

  Year ended December 31    High     Low     Year end     Average (1) 

  2008(2)

     11.27       6.74       9.30       8.26  

  2009(3)

     10.70       7.21       7.41       8.44  

  2010(3)

     8.08       6.57       6.64       7.34  

  2011(3)

     8.60       6.49       8.14       7.27  

  2012(3)

     8.95       7.46       8.47       8.20  

  2013(3)(4)

     9.31       8.47       9.17       8.96  

(1)

The average rate of exchange on the last business day of each month during the year.

(2)

Based on the noon buying rate in New York City for cable transfers as certified for customs purposes by the Federal Reserve Bank of New York.

(3)

Based on the interbank rate as reported by OANDA Corporation.

(4)

Through to April 19, 2013.

  Exchange rate information for the months of (1)    High     Low 

  October 2012

     8.84       8.30  

  November 2012

     8.95       8.63  

  December 2012

     8.90       8.47  

  January 2013

     9.07       8.47  

  February 2013

     8.99       8.81  

  March 2013

     9.31       8.89  

  April 2013(2)

     9.23       9.08  

(1)

Based on the interbank rate as reported by OANDA Corporation.

(2)

Through to April 19, 2013.

3B.

CAPITALIZATION AND INDEBTEDNESS

Not applicable.

3C.

REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.

3D.

RISK FACTORS

This section describes many of the risks that could affect AngloGold Ashanti. There may however be additional risks unknown to AngloGold Ashanti and other risks, currently believed to be immaterial, that could turn out to be material. Additional risks may arise or become material subsequent to the date of this document. These risks, either individually or simultaneously, could significantly affect the group’s business, financial results and the price of its securities.

Risks related to AngloGold Ashanti’s results of operations and financial condition as an asset portfolioa result of factors that impact the gold mining industry generally.

AngloGold Ashanti seeks to optimize capital deployment by investing only in assets and growth opportunities that offer attractive returns. The company ranks each asset and project as partCommodity market price fluctuations could adversely affect the profitability of its business planning process, both in absolute terms and relative to its peer group, with the aim of:

ensuring that individual assets and projects meet or exceed specified risk-adjusted rates of return;

identifying the strengths and weaknesses of the portfolio, with a particular focus on portfolio risk;

implementing strategies to optimize orebody capability;

applying methods and design to optimize operating performance;

ensuring the application of detailed planning and scheduling, together with the use of best-practice operating methods associated with each asset;

optimizing returns from existing assets and growth opportunities; and

selling those assets that no longer meet the company’s criteria at attractive valuations.

Grow the business

AngloGold Ashanti seeks to further enhance shareholder value by:

Greenfield exploration: building upon its asset portfolio and landholdings to develop new projects, whilst continually reviewing and analyzing potential opportunities;

Brownfield exploration and project development: promoting organic growth and utilizing the existing infrastructural base;

Mergers and acquisitions: selectively pursuing value accretive merger and acquisition opportunities; and

Other commodities: maximizing the value of other commodities within the company’s existing and developing asset portfolio.

Embrace sustainability principlesoperations.

AngloGold Ashanti’s sustainable development framework seeksrevenues are primarily derived from the sale of gold and, to address a numberlesser extent, uranium, silver and sulfuric acid. The company’s current policy is to sell its products at prevailing market prices and not to enter into price hedging arrangements. The market prices for these commodities fluctuate widely. These fluctuations are caused by numerous factors beyond the company’s control. For example, the market price of interlinked issues that are critical to business sustainability. In particular:

gold may change for a variety of reasons, including:

speculative positions taken by investors or traders in gold;

monetary policies announced or implemented by central banks, including the US Federal Reserve;

changes in the demand for gold as an investment or as a result of leasing arrangements;

changes in the demand for gold used in jewellery and for other industrial uses, including as a result of prevailing economic conditions;

changes in the supply of gold from production, divestment, scrap and hedging;

financial market expectations regarding the rate of inflation;

the strength of the US dollar (the currency in which the gold price trades internationally) relative to other currencies;

changes in interest rates;

actual or anticipated sales or purchases of gold by central banks and the International Monetary Fund;

gold hedging and de-hedging by gold producers;

global or regional political or economic events; and

the cost of gold production in major gold producing countries.

The market price of gold has been and continues to be significantly volatile. During 2012, the gold price traded from a low of $1,540 per ounce to a high of $1,790 per ounce. On April 19, 2013, the closing price of gold was $1,404 per ounce. The price of gold is often subject to sharp, short-term changes; for example, during the period from Friday, April 12, 2013 through Monday, April 15, 2013, the price of gold dropped $228 per ounce. While the overall supply of and demand for gold can affect its market price, the considerable size of historical mined (i.e., above ground) stocks of the metal means that these factors typically do not affect the gold price in the same manner or degree as for other commodities. In addition, the shift in demand from physical gold to investment and speculative demand may exacerbate the volatility of the gold price.

During 2012, there appeared to develop a climaterelationship between the central banks and the price of gold with the price falling at the prospect of the end of quantitative easing in some of the main economies.

A sustained period of significant gold price volatility may adversely affect the company’s ability to evaluate the feasibility of undertaking new capital projects, or the continuity of existing operations, or to make other long-term strategic decisions. The use of lower gold prices in reserve calculations and life-of-mine plans could result in material write-downs of the company’s investment in mining properties and increased resource competition, this framework seeksamortization, reclamation and closure charges.

The spot price of uranium has been volatile in past years. During 2012, the price varied between a low of approximately $41 per pound and a high of $53 per pound. On April 19, 2013, the spot price of uranium was $41 per pound. Uranium prices can be affected by several factors, including demand for nuclear reactors, uranium production shortfalls and restocking by utilities. Events like those surrounding the earthquake and tsunami that occurred in Japan in 2011 can also have a material impact on the price of and demand for uranium.

The price of silver has experienced significant fluctuations. From a low of $26 per ounce in January 2012, the price rose steadily to enable countriesreach a high of $37 per ounce in February 2012. By December 2012, the price had dropped to approximately $30 per ounce. Factors affecting the price of silver include investor demand, physical demand for silver bars, industrial and retail off-take, and silver coin minting. On April 19, 2013, the price of silver was $23 per ounce.

If revenue from sales of gold, uranium, silver or sulfuric acid falls below their respective cost of production for an extended period, AngloGold Ashanti may experience losses or be forced to change its dividend payment policies and curtail or suspend some or all of its exploration projects and existing operations. Declining commodities prices may also force a reassessment of the feasibility of a particular project or projects, which could cause substantial delays or interrupt operations until the reassessment can be completed.

Foreign exchange fluctuations could have a material adverse effect on AngloGold Ashanti’s results of operations and financial condition.

Gold is principally a US dollar-priced commodity and most of the company’s revenues are realized in, or linked to, US dollars while production costs are largely incurred in the local currency where the relevant operation is located. Given the company’s global operations and local communitiesforeign exchange regulations, some of its funds are held in local currencies, such as the South African rand, Ghanaian cedi, Brazilian real, Argentinean peso and the Australian dollar.

Exchange rate movements may have a material impact on AngloGold Ashanti’s operating results. For example, the company estimates that a 1 percent strengthening of all of the South African rand, Brazilian real, the Argentinean peso or the Australian dollar against the US dollar will, other factors remaining equal, result in an increase in total cash costs under IFRS of approximately $6 per ounce or approximately 1 percent of the company’s total cash costs. The impact on cash costs determined under US GAAP may be different.

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

Fuel, energy and consumables, including diesel, heavy fuel oil, chemical reagents, explosives, tyres, steel and mining equipment consumed in mining operations form a relatively large part of the operating costs and capital expenditure of any mining company.

AngloGold Ashanti has no influence over the cost of these consumables, many of which are linked to some degree to the price of oil and steel.

The price of oil has recently been volatile, fluctuating between $88.40 and $130.57 per barrel of Brent crude in 2012. As of April 19, 2013, the price of oil was at $100.09 per barrel of Brent Crude. AngloGold Ashanti estimates that for each US dollar per barrel rise in the oil price, other factors remaining equal, the total cash costs under IFRS of all its operations increases by approximately $0.90 per ounce. The impact on cash costs determined under US GAAP may be different. The cash costs of certain of the company’s mines, particularly Yatela, Sadiola, Siguiri, Geita, Navachab, Morila, and Cripple Creek & Victor, are most sensitive to changes in the price of oil.

Furthermore, the price of steel has also been volatile. Steel is used in the manufacture of most forms of fixed and mobile mining equipment, which is a relatively large contributor to the operating costs and capital expenditure of a mine. For example, the price of flat hot rolled coil (North American Domestic FOB) steel traded between $590 per tonne and $733 per tonne in 2012. On April 19, 2013, the price of flat hot rolled coil (North American Domestic FOB) was $609 per tonne.

Fluctuations in oil and steel prices have a significant impact on operating costs and capital expenditure estimates and, in the absence of other economic fluctuations, could result in significant changes in the total expenditure estimates for new mining projects or render certain projects non-viable.

Energy cost increases and power fluctuations and stoppages could adversely impact the company’s results of operations and financial condition.

Increasing global demand for energy, concerns about nuclear power, and the limited growth of new supply are impacting the price and supply of energy. The transition of emerging markets to higher energy consumption, carbon taxation as well as unrest and potential conflict in the Middle East, among other factors, could result in increased demand or constrained supply and sharply escalating oil and energy prices.

AngloGold Ashanti’s mining operations are substantially dependent upon electrical power generated by local utilities or by power plants situated at some of its operations. The unreliability of these local sources of power can have a material effect on the company’s operations, as large amounts of power are required for exploration, development, extraction, processing and other mining activities on the company’s properties.

In South Africa, the company’s operations are dependent on electricity supplied by one state-owned power generation company, Eskom. Electricity is used for most business and safety-critical operations that include cooling, hoisting and dewatering. Loss of power can therefore impact production, employee safety and prolonged outages could lead to flooding of workings and ore sterilization. In 2008, Eskom and the South African government declared a national emergency and warned that they could no longer guarantee the availability of electricity due to a national supply shortage blamed on coal supply shortages and unplanned generation-set outages as a result of maintenance backlog and asset age. The entire country went into a program of rolling blackouts and AngloGold Ashanti and other mining companies operating in South Africa were forced in late January until mid-March of 2008 to temporarily suspend mining operations at their mines. In addition, lightning damage to power stations can result in power interruptions at our operations. In this regard, AngloGold Ashanti’s two main operational sites in the West Wits region in South Africa had all main power interrupted between March 13, 2013 and March 15, 2013 after a fire caused by lightning damaged a transformer at a main regional substation. The power supply to AngloGold Ashanti’s South African operations may be curtailed or interrupted again in the future. A warning of the “very high” risk of blackouts was re-issued at the start of 2011 and again in 2012. While a national energy conservation program is in place, Eskom cannot guarantee that there will be no power interruptions and is again facing very tight supply reserve margins in 2013, which we expect to continue at least until the new coal fired Medupi Power Station starts to come on line in early 2014.

Eskom and the National Energy Regulator of South Africa (NERSA) recognize the need to increase electricity supply capacity and a series of tariff increases and proposals have been enacted to assist in the funding of this expansion. In 2010, NERSA approved an annual increase of 24.8 percent for 2010, 25.8 percent for 2011, 25.9 percent for 2012, and 16.0 percent for 2013. The actual increase implemented for 2012 was lowered to 16.09 percent after government intervention, but there can be no assurance as to the existence or nature of any government intervention in the future. In February 2013, NERSA announced that Eskom would be allowed to increase electricity tarriffs at an average yearly rate of 8 percent between 2013 and 2018. This increase is half the 16 percent sought by the utility in its application. As energy represents a large proportion of the company’s operating costs in South Africa, these increases have had, and any future increases will have, a materially adverse impact on the cash costs of its South African operations.

The company has also identified a risk of energy shortages in Argentina and the DRC. Furthermore, all of the company’s mining operations in Ghana depend on hydroelectric power supplied by the state-controlled Volta River Authority (VRA), which is supplemented by thermal power from the Takoradi plant and a smaller unit at Tema. During periods of below average inflows from the Volta reservoir, electricity supplies from the Akosombo Dam, the VRA’s primary generation source, may be curtailed as occurred in 1998, 2006 and the first half of 2007. During periods of limited electricity availability, the grid is subject to disturbances and voltage fluctuations which can damage equipment. Recent disruptions in natural gas supply from Nigeria, via the West Africa Gas Pipeline, has led to some reduction in thermal generation capacity and the use of more expensive light crude oil which is putting upward pressure on power tariffs. In the past, the VRA has obtained power from neighboring Côte d’Ivoire, which has intermittently experienced political instability and civil unrest. AngloGold Ashanti negotiates rates directly with the VRA and the VRA may not agree to a satisfactory rate during future rounds of negotiations.

The company’s mining operations in Guinea, Tanzania and Mali are dependent on power supplied by outside contractors and supplies of fuel are delivered by road. Power supplies have been disrupted in the past, resulting in production losses due to equipment failure.

Increased energy prices could negatively impact operating costs and cash flow of AngloGold Ashanti’s operations.

Global economic conditions could adversely affect the profitability of operations.

AngloGold Ashanti’s operations and performance depend significantly on worldwide economic conditions. The global financial markets have experienced considerable volatility from uncertainty surrounding the level and sustainability of the sovereign debt of various countries. Concerns remain regarding the sustainability of the European Monetary Union and its common currency, the euro, in their current form, as well as the negative impacts of the recent downgrade of the sovereign credit rating of the Republic of South Africa. These conditions and other disruptions to international credit markets and financial systems have caused a loss of investor confidence and resulted in widening credit spreads, a lack of price transparency, increased credit losses and tighter credit conditions. Despite the aggressive measures taken by governments and central banks so far, economic recovery has been extremely slow. A significant risk remains that these measures may not prevent the global economy from falling back into an even deeper and longer lasting recession or even a depression.

A global economic downturn and recession may have follow-on effects on AngloGold Ashanti’s business that include inflationary cost pressures and commodity market fluctuations.

Other effects could, for example, include:

the insolvency of key suppliers or contractors which could result in contractual breaches and in a supply chain breakdown;

the insolvency of one or more joint venture partners which could result in contractual breaches and disruptions at the operations of the company’s joint ventures;

changes in other income and expense which could vary materially from expectations, depending on gains or losses realized on the sale or exchange of financial instruments, and impairment charges that may be incurred with respect to investments;

AngloGold Ashanti’s defined benefit pension fund may not achieve expected returns on its investments, which could require the company to make substantial cash payments to fund any resulting deficits;

a reduction in the availability of credit which may make it more difficult for the company to obtain financing for its operations and capital expenditures or make that financing more costly; and

exposure to the liquidity and insolvency risks of the company’s lenders and customers;

any of which could negatively affect AngloGold Ashanti’s financial results.

Inflation may have a material adverse effect on results of operations.

Many of AngloGold Ashanti’s operations are located in countries that have experienced high rates of inflation during certain periods. It is possible that significantly higher future inflation in the countries in which the company operates may result in an increase in operational costs in local currencies (without a concurrent devaluation of the local currency of operations against the dollar or an increase in the dollar price of gold). This could have a material adverse effect on the company’s results of operations and financial condition. Significantly higher and sustained inflation, with a consequent increase in operational costs, could result in the rationalization of higher cost mines or projects.

Mining companies face many risks related to derive sustainablethe development of mining projects that may adversely affect the company’s results of operations and profitability.

The profitability of mining companies depends partly on the actual costs of developing and operating mines, which may differ significantly from estimates determined at the time the relevant project was approved following completion of its feasibility study. Development of mining projects may also be subject to unexpected problems and delays that could increase the development and operating costs of the relevant project.

AngloGold Ashanti’s decision to develop a mineral property is typically based on the results of a feasibility study. Feasibility studies estimate the expected or anticipated economic benefitsreturns from the project. These estimates are based on assumptions regarding:

future prices of gold, uranium, silver and other metals;

future currency exchange rates;

tonnage, grades and metallurgical characteristics of ore to be mined and processed;

anticipated recovery rates of gold, uranium, silver and other metals extracted from the ore;

anticipated capital expenditure and cash operating costs; and

required return on investment.

Actual cash operating costs, production and economic returns may differ significantly from those anticipated by such studies and estimates. Operating costs and capital expenditure are to a significant extent driven by the cost of commodity inputs consumed in mining, including fuel, chemical reagents, explosives, tyres and steel, and also by credits from by-products, such as silver and uranium. They could also fluctuate considerably as a result of changes in the prices of mining equipment used in the construction and operation of mining projects.

There are a number of uncertainties inherent in the development and construction of a new mine or the extension of an existing mine. In addition to those discussed above, these uncertainties include the:

timing and cost of construction of mining and processing facilities, which can be considerable;

availability and cost of mining and processing equipment;

availability and cost of skilled labor, power, water and transportation;

availability and cost of appropriate smelting and refining arrangements;

applicable requirements and time needed to obtain the necessary environmental and other governmental permits; and

availability of funds to finance construction and development activities.

The remote location of many mining properties, permitting requirements and/or delays, third-party legal challenges to individual mining projects and broader social or political opposition to mining may increase the cost, timing and complexity of mine development and construction. New mining operations could experience unexpected problems and delays during the development, construction, commissioning and commencement of production. AngloGold Ashanti may prove unable to successfully develop the La Colosa and Gramalote projects as well as other potential exploration sites in Colombia due to difficulties that could arise in relation to, for example, social and community opposition, litigation, ore body grades, definition of adequate reserves and resources, and the time taken to prove project feasibility that could result in the expiry of permits. For example, on March 11, 2013, Cortolima, a regional environmental authority in Colombia, issued an injunction against AngloGold Ashanti’s Colombian subsidiary, alleging that the subsidiary was operating without proper permits and was engaging in activity that was harmful to the environment. Furthermore, at around the same period in time, access to an AngloGold Ashanti drilling site was blockaded by residents of a nearby community.

Accordingly, AngloGold Ashanti’s future development activities may not result in the expansion or replacement of current production, or one or more new production sites or facilities may be less profitable than anticipated or may be loss-making. The company’s operating results and financial condition are directly related to the success of its project developments. A failure in the company’s ability to develop and operate mining projects in accordance with, or in excess of, expectations could negatively impact its results of operations, as well as its financial condition and prospects.

Mining companies face uncertainty and risks in exploration, feasibility studies and other project evaluation activities.

AngloGold Ashanti must continually replace Ore Reserve depleted by mining and production to maintain or increase production levels in the long term. This is undertaken by exploration activities that are speculative in nature. The ability of the company to sustain or increase its present levels of gold production depends in part on the success of its projects and it may be unable to sustain or increase such levels. For example, in South Africa, the company experienced declining production rates (1.213 million ounces of gold in 2012, compared with 1.624 million ounces of gold in 2011 and 1.784 million ounces in 2010), principally due to continued safety and associated stoppages, mining flexibility constraints and overall falls in grades. The significant decrease in 2012 was also mainly attributable to the industrial strike action at the company’s South African mines, which resulted in the loss of production of 235,000 ounces of gold.

Feasibility studies and other project evaluation activities necessary to determine the current or future viability of a mining operation are often unproductive. Such activities often require substantial expenditure on exploration drilling to establish the presence, extent and grade (metal content) of mineralized material. AngloGold Ashanti undertakes feasibility studies to estimate the technical and economic viability of mining projects and to determine appropriate mining methods and metallurgical recovery processes. These activities are undertaken to estimate the Ore Reserve.

Once mineralization is discovered, it may take several years to determine whether an adequate Ore Reserve exists, during which time the economic feasibility of the project may change due to fluctuations in factors that affect both revenue and costs, including:

future prices of metals and other commodities;

future foreign currency exchange rates;

the required return on investment as based on the cost and availability of capital; and

applicable regulatory requirements, including environmental, health and safety matters.

Feasibility studies also include activities to estimate the anticipated:

tonnages, grades and metallurgical characteristics of the ore to be mined and processed;

recovery rates of gold, uranium and other metals from the ore; and

capital expenditure and cash operating costs.

These estimates depend on assumptions made on available data. Ore Reserve estimates are not precise calculations and depend on the interpretation of limited information on the location, shape and continuity of the mineral occurrence and on available sampling results. Further exploration and feasibility studies can result in new data becoming available that may change previous Ore Reserve estimates and impact the technical and economic viability of production from the project. Changes in the forecast prices of commodities, exchange rates, production costs or recovery rates may change the economic status of reserves resulting in revisions to previous Ore Reserve estimates. These revisions could impact depreciation and amortization rates, asset-carrying amounts, provisions for closedown, restoration and environmental rehabilitation costs.

AngloGold Ashanti undertakes annual revisions to its Ore Reserve estimates based upon actual exploration and production results, depletion, new information on geology, model revisions and fluctuations in production, economic assumptions and operating and other costs. These factors may result in reductions in Ore Reserve estimates, which could adversely affect life-of-mine plans and consequently the total value of the company’s mining asset base. Ore Reserve restatements could negatively affect the company’s results of operations, by developing mutually-beneficial partnershipsas well as its financial condition and prospects.

The increased overall demand for gold and other commodities, combined with host governments and local communities and participatinga declining rate of discovery of new gold Ore Reserve in recent years, has resulted in the co-designaccelerated depletion of projectsthe existing Ore Reserve across the global gold sector. AngloGold Ashanti therefore faces intense competition for the acquisition of attractive mining properties. From time to time, the company evaluates the acquisition of an Ore Reserve, development properties or operating mines, either as stand-alone assets or as part of companies. AngloGold Ashanti’s decision to acquire these properties has been based on a variety of factors including historical operating results, estimates and assumptions regarding the extent of the Ore Reserve, cash and other operating costs, gold prices, projected economic returns and evaluations of existing or potential liabilities associated with the relevant property and its operations and how these factors may change in future. Other than historical operating results, these factors are uncertain and could have an impact on revenue, cash and other operating costs, as well as the process used to estimate the Ore Reserve.

As a result of these uncertainties, exploration and acquisitions by the company may not result in the expansion or replacement of current production or the maintenance of its existing Ore Reserve net of production or an increase in Ore Reserve. AngloGold Ashanti’s results of operations and financial condition are directly related to the success of its exploration and acquisition efforts and ability to replace or increase the existing Ore Reserve. If the company is not able to maintain or increase its Ore Reserve, its results of operations as well as its financial condition and prospects could be adversely affected.

Mining companies face many risks related to their operations that contributemay adversely impact cash flows and overall profitability.

Gold mining is susceptible to achieving local development goals.events that may adversely impact a mining company’s ability to produce gold and meet production and cost targets. These events include, but are not limited to:

environmental, as well as health and safety incidents during production or transportation resulting in injury, loss of life, or damage to equipment;

ground and surface water pollution;

social or community disputes or interventions;

security incidents;

surface or underground fires or explosions;

electrocution;

falls from heights and accidents relating to mobile machinery, including shaft conveyances and elevators, drilling blasting and mining operations;

labor force disputes and disruptions;

loss of information integrity or data;

activities of illegal or artisanal miners;

shortages in material and equipment;

mechanical failure or breakdowns and ageing infrastructure;

failure of unproven or evolving technologies;

energy and electrical power supply interruptions or rationing;

unusual or unexpected geological formations, ground conditions, including lack of mineable face length, and ore-pass blockages;

water ingress and flooding;

process water shortages;

metallurgical conditions and gold recovery;

unexpected decline of ore grade;

unanticipated increases in gold lock-up and inventory levels at heap-leach operations;

fall-of-ground accidents in underground operations;

cave-ins, sinkholes, subsidence, rock falls, rock bursts, or landslides;

failure of mining pit slopes, heap-leach facilities, water or solution dams, waste stockpiles and tailings dam walls;

legal and regulatory restrictions and changes to such restrictions;

safety-related stoppages;

gold bullion theft;

corruption, fraud and theft;

allegations of human rights abuses;

seismic activity; and

other natural phenomena, such as floods, droughts or weather conditions, potentially exacerbated by climate change.

Seismic activity is of particular concern in underground mining operations, particularly in South Africa due to the extent and extreme depth of mining, and also in Australia and Brazil due to the depth of mining and residual tectonic stresses. Despite modifications to mine layouts and support technology, as well as other technological improvements employed with a view to minimizing the incidence and impact of seismic activity, seismic events have caused death and injury to employees and contractors and may do so again in future, and have in the past and may again result in safety-related stoppages.

Seismic activity may also cause the loss of mining equipment, damage to or destruction of mineral properties or production facilities, monetary losses, environmental damage and potential legal liabilities. As a result, these events may have a material adverse effect on AngloGold Ashanti’s results of operations and financial condition. For example, in early 2011, mining of the Ventersdorp Contact Reef shaft pillar at Tau Tona was suspended following a significant seismic event. New equipment had to be purchased and the shutdown contributed to the decline in the operational output of the mine as compared to the previous year.

In the past, floods have also disrupted the operations of some of the company’s mines. For example, unprecedented heavy rains in February and March 2011 in Australia flooded the Sunrise Dam Gold Mine and forced a temporary shutdown of operations. The flood event impacted underground production for approximately four months and open pit production for approximately six months. Despite the shutdown, full costs were incurred as the mining contractors worked on remedial activities to repair damage and rehabilitate flooded areas. The considerable remedial work required adversely impacted cash costs per ounce and the impact of the flood event and the pit wall failure together significantly reduced planned production at the plant.

Mining companies’ operations are vulnerable to infrastructure constraints.

Mining, processing, development and exploration activities depend on adequate infrastructure. Reliable rail, ports, roads, bridges, power sources, power transmission facilities and water supply are critical to the company’s business operations and affect capital and operating costs. These infrastructure and services are often provided by third parties whose operational activities are outside the control of the company.

Interferences in the maintenance or provision of infrastructure, including unusual weather phenomena, sabotage and social unrest, could impede the company’s ability to deliver its products on time and adversely affect AngloGold Ashanti’s business, results of operations and financial condition.

Establishing infrastructure for the company’s development projects requires among other things, energy, watersignificant resources, identification of adequate sources of raw materials and supplies, and necessary co-operation from national and regional governments, none of which can be assured.

AngloGold Ashanti has operations or potential development projects in countries where government-provided infrastructure may be inadequate and regulatory regimes for access to land,infrastructure may be uncertain, which could adversely impact the company seeksefficient operation and expansion of its business. AngloGold Ashanti may not secure and maintain access to manage theseadequate infrastructure in the future, or it may not do so on reasonable terms.

Mining companies face strong competition.

The mining industry is competitive in all of its phases. AngloGold Ashanti competes with other mining companies and individuals for specialized equipment, components and supplies necessary for exploration and development, for mining claims and leases on exploration properties and for the acquisition of mining assets. These competitors may have greater financial resources, operational experience and technical capabilities than AngloGold Ashanti. Competition may increase AngloGold Ashanti’s cost of acquiring suitable claims, properties and assets.

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

Gold mining operations are subject to extensive health and safety laws and regulations in a way that limits any adverse impact on community relationshipsevery jurisdiction they operate in. These laws and production costs.

The company seeksregulations, along with international and industry standards, designed to protect and improve the safety and health of its employees.employees, require extensive compliance measures.

The companyFrom time to time, new or updated health and safety laws, regulations and standards are introduced. Should compliance with these require a material increase in expenditure or material changes or interruptions to operations or production, including as a result of any failure to comply with applicable regulations, the company’s results of operations and financial condition could be adversely affected. Furthermore, AngloGold Ashanti is committed to respecting human rights as reflectedimplementing an enhanced safety program, which could result in its implementation of the voluntary principles on security and human rights (VPSHR) in its security management strategies as well as the development of a human rights frameworkadditional costs for the business based on the UN guidelines on business and human rights.

As effective stakeholder engagement is required to support the company’s management of its sustainability initiatives, the company continues to work on devising and implementing a company-wide engagement standard to improve performance in this area.

The implementation of this business strategy has resulted in the significant restructuring of the company’s portfolio of operations as well as the strengthening of the company’s balance sheet and created the operating and financial foundation to achieve production growth. In addition, operating cash flow has increased markedly following the elimination of the hedge book, the rise in gold prices, as well as the implementation of Project ONE.

Project ONE, which the company also developed in 2008, consists of two integrated initiatives: the System for People (SP) and the Business Process Framework (BPF). The SP is a managerial effectiveness system focused on ensuring that individuals at each level of the organization are held directly accountable for their work responsibilities. The BPF defines business expectations, sets operational targets and seeks to create operating methodologies that can reduce volatility and increase average productivity. Since deploying a successful pilot project at South Africa’s Mponeng mine in 2009, AngloGold Ashanti has gradually rolled out Project ONE across all of its operations.company.

In 2008, AngloGold Ashanti also began developing and implementing its Safety Transformation, an initiative that seeks to embed the concepts of physical risk, health and wellbeing into both components of Project ONE. More recently, in 2010, the board of directors approved a policy for the transformation and localization of labor, which aims to take into account the legislative framework of host countries, as well as the company’s own values, in order to redress historical imbalances, promote gender equality and employment of local citizens at all levels, as well as the equitable employment of people with disabilities.

AngloGold Ashanti reviews its business strategy regularly to determine progress in its implementation against the backdrop of a dynamic operating and regulatory environment.

Achieving strategic and performance objectives will be impacted by any portfolio changes and is subject to a number of risks, uncertainties and other factors, some of which are beyond the company’s control and any of which may prevent or delay AngloGold Ashanti from achieving its stated goals. Certain of these risks, uncertainties and other factors are described in “Item 3D.: Risk factors”. See also “Note regarding forward-looking statements”.

THE REGULATORY ENVIRONMENT ENABLING ANGLOGOLD ASHANTI TO MINE

AngloGold Ashanti’s rights to own and exploit mineral reserves and deposits are governed by the laws and regulations of the jurisdictions in which AngloGold Ashanti operates, the government enforces compulsory shutdowns of operations to enable investigations into the cause of accidents. Certain of the company’s operations have been temporarily suspended for safety reasons in the past. In South Africa, in particular, so-called ‘Section 54 safety stoppages’ have become a significant issue. In 2011, the Inspector of Mines ordered the shutdown of entire mines in cases of relatively minor violations, which had a material impact on production at these mineral properties lie.mines. In particular, the Inspector issued Kopanang eleven Section 54 notices during 2011. Each notice resulted in Kopanang suspending operations either fully or partially in order to comply with the inspector’s recommendations on safety.

ThereSafety-related stoppages resulted in the direct loss of 72,900 and 72,400 ounces of gold production during 2011 and 2012, respectively, in South Africa.

A working group comprised of the inspectorate, the mining industry and organized labor has been formed to address the trend of increasing safety stoppages in South Africa. However, the working group may not agree on how to address this issue and the number of safety stoppages may continue or even increase in the future.

AngloGold Ashanti’s reputation could be damaged by any significant governmental investigation or enforcement of health and safety laws, regulations or standards. Any of these factors could have a material adverse effect on the company’s results of operations and financial condition.

Mining companies are increasingly required to operate in a sustainable manner and to provide benefits to affected communities. Failure to comply with these requirements can result in legal suits, additional operational costs, investor divestment, loss of ‘social licence to operate’, and adversely impact mining companies’ financial condition.

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

These businesses are under pressure to demonstrate that while they seek a satisfactory return on investment for shareholders, human rights are respected and other social partners, including employees, host communities and more broadly the countries in which they operate, also benefit from their commercial activities. Such pressures tend to be particularly focused on companies whose activities are perceived to have, or have, a high impact on their social and physical environment. The potential consequences of these pressures and the adverse publicity in cases where companies are believed not to be creating sufficient social and economic benefit may result in additional operating costs, reputational damage, active community opposition, allegations of human rights abuses, legal suits and investor withdrawal.

Existing and proposed mining operations are often located at or near existing towns and villages, natural water courses and other infrastructure. As the impacts of dust generation, waste storage, water pollution or shortage, in particular, may be immediate and directly adverse to those communities, poor environmental management practices, or adverse changes in the supply or quality of water can result in community protest, regulatory sanctions or ultimately in the withdrawal of community and government support for company operations. For example, opposition to mining activity in the Tolima province of Colombia, which hosts the La Colosa deposit, has centered on the perception that large-scale mining activity will have a detrimental impact on the region’s river systems.

Mining operations must be designed to minimize their impact on such communities and the environment, either by changing mining plans to avoid such impact, by modifying operations, or by relocating the affected people to an agreed location. Responsive measures may also include the full restoration of livelihoods of those impacted.

In addition, as AngloGold Ashanti has a long history of mining operations in certain regions, issues may arise regarding historical as well as potential future environmental or health impacts in those areas. For example, certain parties, including non-governmental organizations, community groups and institutional investors, have raised concerns about surface and groundwater quality, among other issues, in the area surrounding the company’s Obuasi and Iduapriem mines in Ghana, including potential impacts to local rivers and wells used for water from heavy metals, arsenic and cyanide as well as sediment and mine rock waste.

Disputes with surrounding communities may also affect mining operations, particularly where they result in restrictions of access to supplies and to mining operations. The miners’ access to land may be subject to the rights or asserted rights of various community stakeholders, including indigenous people. Access to land and land use is of critical importance to the company for exploration and mining, as well as for ancillary infrastructure. In some cases, certain restrictionsAngloGold Ashanti has had difficulty gaining access to new land because of perceived poor community compensation practices. For example, compensation remains a significant area of concern in Siguiri in Guinea. In 2011, a violent community protest interrupted operations for three days, which contributed to the project’s decline in production as compared to 2010. Delays in projects attributable to a lack of community support can translate directly into a decrease in the value of a project or into an inability to bring the project to production.

The cost of measures and other issues relating to the sustainable development of mining operations could place significant demands on personnel resources, could increase capital and operating costs and could have an adverse impact on AngloGold Ashanti’s reputation, results of operations and financial condition.

Mining companies are subject to extensive environmental laws and regulations.

Mining companies are subject to extensive environmental laws and regulations in the various jurisdictions in which they operate in addition to international standards. These regulations and standards establish limits and conditions on a miner’s ability to conduct its operations and govern, among other things, extraction, use and conservation of water resources; air emissions (including dust control) and water treatment and discharge; regulatory and community reporting; clean-up of contamination; worker safety and community health; and the generation, transportation, storage and disposal of solid and hazardous wastes, such as acids, radioactive materials, and mine tailings.

The cost of compliance with environmental laws and regulations is expected to continue to be significant to AngloGold Ashanti. AngloGold Ashanti could incur fines, penalties and other sanctions, clean-up costs, and third-party claims for personal injury or property damages, suffer reputational damage, or be required to install costly pollution control equipment or to modify or suspend operations, as a result of actual or alleged violations of environmental laws and regulations. In addition, unknown environmental hazards may exist on the company’s properties which may have been caused by previous owners or operators.

For example, in 2010 AngloGold Ashanti’s Obuasi mine in Ghana suspended gold processing operations for five days to implement a revised water management strategy aimed at reducing contaminants contained in its discharge. Brief stoppages after environmental incidents, such as pipeline failures, have occurred more recently at that mine. Furthermore, following a temporary suspension of operations at the Iduapriem mine, the company, with the approval of the Ghana Environmental Protection Agency, constructed an interim tailings storage facility for tailings deposition for a year while a new tailings storage facility was being constructed. The company continues to seek to make improvements in water quality management to reduce the risk of unpermitted and/or accidental discharges and, in addition, it is currently investigating allegations of impacts on water quality in the area of these mines.

Failure to comply with applicable environmental laws and regulations may also result in the suspension or revocation of operating permits. AngloGold Ashanti’s ability to independently move assets out of certain countriesobtain and maintain permits and to successfully operate in which it has operations,particular communities may be adversely impacted by real or transfer assets within the group, without the prior consent of the local government or minority shareholders involved. See “Item 10D.: Exchange controls” for details.

For more informationperceived effects on the risksenvironment or human health and uncertaintiessafety associated with AngloGold Ashanti’s or other mining rights, see “Item 3D.companies’ activities.

For example, in Colombia, various plaintiffs, including associations that represent local communities, have brought legal proceedings against AngloGold Ashanti Colombia S.A. (AGAC) alleging that AGAC has violated applicable environmental laws in connection with the La Colosa project. If the plaintiffs were to prevail, AGAC’s three core concession contracts relating to the La Colosa project may be cancelled, AGAC would be required to abandon the La Colosa project and all other existing mining concession contracts and pending proposals for new mining concession contracts of AGAC, though not those of other companies of the AngloGold Ashanti group operating in Colombia. In addition, AGAC would be banned from doing business with the Colombian government for a period of five years. See Item 8A.: Risk factors”,– “Legal proceedings”.

Environmental laws and regulations are continually changing and are generally becoming more stringent. Changes to AngloGold Ashanti’s environmental compliance obligations or operating practices could adversely affect the company’s rate of production and revenue. Variations in laws and regulations, assumptions made to estimate liabilities, standards or operating procedures, more stringent emission or pollution thresholds or controls, or the occurrence of unanticipated conditions, may require operations to be suspended or permanently closed, and could increase AngloGold Ashanti’s expenses and provisions. These expenses and provisions could adversely affect the company’s results of operations and financial condition.

For example, the use of sodium cyanide in metallurgical processing is under increasing environmental scrutiny and is prohibited for certain jurisdictions. As there are few, if any, effective substitutes in extracting gold from the ore, any ban or material restrictions on the use of sodium cyanide in mining operations in the jurisdictions where AngloGold Ashanti conducts its operations could adversely affect the company’s results of operations and financial condition. In addition, leaks or discharges of sodium cyanide or other hazardous materials could result in liabilities for clean-up or personal injury that may not be covered by insurance.

AngloGold Ashanti’s operations are heavily dependent upon access to substantial volumes of water for use in the mining and extractive processes and typically are subject to water-use permits that govern usage and require, among other things, that mining operations maintain certain water quality upon discharge. Water quality and usage are areas of concern globally, such as with respect to the company’s mining operations in Ghana and South Africa and its exploration projects in Colombia, where there is significant potential environmental and social impact and a high level of stakeholder scrutiny. Any failure by the company to secure access to suitable water supplies, or achieve and maintain compliance with applicable requirements of the permits or licenses, could result in curtailment or halting of production at the affected operation. Incidents of water pollution or shortage can, in extreme cases, lead to community protest and ultimately to the withdrawal of community and government support for our operations. Water scarcity has been identified as a significant risk at AngloGold Ashanti’s US operation in particular. Production at the Cripple Creek & Victor Gold Mining Company’s Cresson mine continued to be affected by a severe drought in 2011 and 2012. The lack of water reduced percolation through the heap-leach pad, which curtailed production and productivity.

Mining and mineral processing operations generate waste rock and tailings. The impact of dust generation, breach, leak, or failure of a waste rock or tailings storage facility, can be significant. An incident at AngloGold Ashanti’s operations could lead to, among others, obligations to remediate environmental contamination and claims for property damage and personal injury from adjacent communities. Incidents at other companies’ operations could result in governments tightening regulatory requirements and restricting mining activities.

In addition, mining companies are required by law to close their operations at the end of the mine life and rehabilitate the lands mined. Estimates of total ultimate closure and rehabilitation costs for gold mining operations are significant and based principally on life-of-mine profiles, changing inflation and discount rate assumptions, changing designs of tailing storage facilities and current legal and regulatory requirements that may change materially. Environmental liabilities are accrued when they become known, probable and can be reasonably estimated. Increasingly, regulators are seeking security in the form of cash collateral or bank guarantees in respect of environmental obligations, which could have an adverse impact on AngloGold Ashanti’s financial condition.

AngloGold Ashanti’s discounted closure liability was US$758 million as at December 31, 2012 compared with US$653 million as at December 31, 2011. The reasons for the change were new damage from current mining operations, new damage from building of new mining areas, the acquisition of Mine Waste Solutions, changes in

estimates for new life of mine calculations and changes in discount rates. Costs associated with rehabilitating land disturbed by mining processes and addressing environmental, health and community issues are estimated and financial provision made based upon current available information. Estimates may, however, be insufficient and further costs may be identified at any stage that may exceed the provisions that AngloGold Ashanti has made. Any underestimated or unidentified rehabilitation costs would reduce earnings and could materially and adversely affect the company’s asset values, earnings and cash flows.

Compliance with emerging climate change regulations could result in significant costs and climate change may present physical risks to a mining company’s operations.

Greenhouse gases (GHGs) are emitted directly by AngloGold Ashanti’s operations, as well as by external utilities from which AngloGold Ashanti purchases power. Currently, a number of international and national measures to address or limit GHG emissions, including the Kyoto Protocol, the Copenhagen Accord and the Durban Platform, are in various phases of discussion or implementation in the countries in which the company operates. In particular, the Durban Platform commits all parties to the conference to develop a global mitigation regime which could take effect in 2020, with the specific terms of that legally binding accord, including individual targets, to be finalized by 2015. These, or future, measures could require AngloGold Ashanti to reduce its direct GHG emissions or energy use or to incur significant costs for GHG emissions permits or taxes or have these costs or taxes passed on by electricity utilities which supply the company’s operations. AngloGold Ashanti also could incur significant costs associated with capital equipment, GHG monitoring and reporting and other obligations to comply with applicable requirements. For example, on July 1, 2012, the Australian Government introduced a carbon tax on GHG emissions. It also plans to implement an emissions trading scheme beginning in July 2015. Other countries, including South Africa, Brazil and the United States, have passed or are considering GHG trading or tax schemes, and/or other regulation of GHG emissions, although the precise impact on AngloGold Ashanti’s operations cannot yet be determined.

In addition, AngloGold Ashanti’s operations could be exposed to a number of physical risks from climate change, such as changes in rainfall rates, rising sea levels, reduced water availability, higher temperatures and extreme weather events. Events or conditions such as flooding or inadequate water supplies could disrupt mining and transport operations, mineral processing and rehabilitation efforts, create resource shortages or damage the company’s property or equipment and increase health and safety risks on site. Such events or conditions could have other adverse effects on the company’s workforce and on the communities around its mines, such as an increased risk factor entitled “AngloGoldof food insecurity, water scarcity and prevalence of disease.

Compliance with ‘conflict materials’ and ‘responsible gold’ legislation and standards could result in significant costs.

There are ever more stringent standards relating to ‘conflict minerals’ and ‘responsible’ gold that include the: US Dodd-Frank Act; World Gold Council Conflict Free Gold Standard; Organization for Economic Cooperation and Development Due Diligence Guidelines for Responsible Supply Chain of Minerals from Conflict-Affected and High-Risk Areas; and London Bullion Market Association Responsible Gold Guidance.

Any such legislation and standards may result in significant costs to ensure and demonstrate compliance, and difficulties in the sale of gold emanating from certain areas. The complexities of the gold supply chain, especially as they relate to ‘scrap’ or recycled gold, and the fragmented and often unregulated supply of artisanal and small-scale mined gold are such that there may be significant uncertainties at each stage in the chain as to the provenance of the gold, and as a result of uncertainties in the process, the costs of due diligence and audit, or the reputational risks of defining their product or a constituent part as containing a ‘conflict mineral’ would be too burdensome for the company’s customers. Accordingly, manufacturers may decide to switch supply sources or to substitute gold with other minerals not covered by the initiatives. This could have a material negative impact on the gold industry, including on AngloGold Ashanti’s financial results.

Mining operations and projects are vulnerable to supply chain disruption with the result that operations and development projects could be adversely affected by shortages of, as well as the lead times to deliver, strategic spares, critical consumables, mining equipment or metallurgical plant.

AngloGold Ashanti’s operations and development projects could be adversely affected by both shortages and long lead times to deliver strategic spares, critical consumables, mining equipment and metallurgical plant. Import restrictions, such as those introduced by the Argentine government in 2011, can also delay the delivery of parts and equipment. In the past, the company and other gold mining companies experienced shortages in critical consumables, particularly as

production capacity in the global mining industry expanded in response to increased demand for commodities. AngloGold Ashanti has also experienced increased delivery times for these items. Shortages have resulted in unanticipated price increases and production delays and shortfalls, resulting in a rise in both operating costs and in the capital expenditure necessary to maintain and develop mining operations.

Individually, AngloGold Ashanti and other gold mining companies have limited influence over manufacturers and suppliers of these items. In certain cases there are a limited number of suppliers for certain strategic spares, critical consumables, mining equipment or metallurgical plant who command superior bargaining power relative to the company. The company could at times face limited supply or increased lead time in the delivery of such items. For example, during 2012, supply of caustic soda was delayed in the Continental Africa Region. In addition, the unreliability of oxygen and lime supply similarly affected production at the Vaal River and West Wits surface operations in South Africa throughout 2011 and poor availability of drill rigs, heavy machinery and fleet equipment hampered underground drilling and overall operational performance at the Serra Grande mine in Brazil in 2011.

The company’s procurement policy is to source mining and processing equipment and consumables from suppliers that meet its corporate values and ethical standards although risk remains around the management of ethical supply chains. In certain locations, where a limited number of suppliers meet these standards, additional strain is placed on the supply chain, thereby increasing the cost of supply and delivery times.

Furthermore, supply chains and rates can be impacted by natural disasters, such as earthquakes, extreme weather patterns and climate change, as well as other phenomena that include unrest, strikes, theft and fires. For example, a three-week transport strike in 2012 delayed the supply of consumables in South Africa. Potential supply chain disruption in Mali, as a result of the coup d’état and subsequent state of emergency, has been avoided to date by well managed consumable stock holding. Potential gold doré export disruptions at Geita, the result of an attempted gold heist, and in Mali, following the closure of Bamako International Airport, were minimized with the introduction of alternative transportation arrangements. In February 2013, a fire destroyed the heavy mining equipment stock of spares and components at the Geita gold mine. If AngloGold Ashanti experiences shortages, or increased lead times in the delivery of strategic spares, critical consumables, mining equipment or processing plant, the company might have to suspend some of its operations and its results of operations and financial condition could be adversely impacted.

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

The mining industry has limited industry-specific accounting literature. As a result, there is diverse interpretation and application of accounting literature on mining specific issues. AngloGold Ashanti, for example, capitalizes drilling and costs related to defining and delineating a residual mineral deposit that has not been classified as a ‘Proven and Probable Reserve’ at a development project or production stage mine. Some companies, however, expense such costs.

As and when this diverse interpretation and application is addressed, the company’s reported results could be adversely impacted should the adopted interpretation differ from the position it currently follows.

Failure to comply with laws, regulations, standards, contractual obligations whether following a breach or breaches in governance processes or fraud, bribery and corruption may lead to regulatory penalties, loss of licences or permits, and loss of reputation.

Since AngloGold Ashanti operates globally in multiple jurisdictions and with numerous and complex frameworks, its governance and compliance processes may not prevent potential breaches of law, accounting principles or other governance practices.

AngloGold Ashanti’s Code of Business Principles and Ethics, among other policies, standards and guidance, and training thereon may not prevent instances of unethical or unlawful behaviour, including bribery or corruption, nor guarantee compliance with legal and regulatory requirements, and breaches may not be detected by management.

Sanctions for failure by the company or others acting on its behalf to comply with these laws, regulations, standards and contractual obligations could include fines, penalties, imprisonment of officers, litigation, and loss of operating licences or permits, suspensions of operations, and may damage the company’s reputation. Such sanctions could have a material adverse impact on the company’s financial condition and results of operations.

Breaches in information technology security and governance process may adversely impact business activities.

AngloGold Ashanti maintains global information technology and communication networks and applications to support its business activities. Information technology security processes may not prevent future malicious actions, denial-of-service attacks, or fraud, resulting in corruption of operating systems, theft of commercially sensitive data, misappropriation of funds and business and operational disruption. Material system breaches and failures could result in significant interruptions that could in turn affect AngloGold Ashanti’s operating results and reputation.

Risks related to AngloGold Ashanti’s results of operations and financial condition as a result of factors specific to the company and its operations

AngloGold Ashanti removed the last of its gold hedging instruments and long-term sales contracts exposing the company to potential gains from subsequent commodity price increases but exposes it entirely to subsequent commodity price decreases.

AngloGold Ashanti removed the last of its gold hedging instruments in October 2010 to provide greater participation in a rising gold price environment. As a result, AngloGold Ashanti no longer has any protection against declines in the market price of gold.

A sustained decline in the price of gold could adversely impact the company’s operating results and its financial condition.

Any downgrade of credit ratings assigned to AngloGold Ashanti’s debt securities could increase future interest costs and adversely affect the availability of new financing.

An actual or expected negative development of AngloGold Ashanti’s results of operations or cash flows, country risk, financial metrics, or an increase in net debt position could result in the deterioration of the company’s credit ratings. AngloGold Ashanti’s ratings are influenced by the location of its domicile and its operations. Following the downgrade of South Africa’s sovereign debt rating as a result of strikes, social tension and policy uncertainty in South Africa, AngloGold Ashanti was placed on “credit watch negative” by Standard & Poor’s on October 17, 2012. On December 10, 2012, Standard & Poor’s affirmed the investment grade rating of the company’s publicly traded debt, but warned that it could lower the rating in the future.

Any such downgrade by ratings agencies could increase the cost of capital, reduce the investor base and negatively and materially affect AngloGold Ashanti’s business, results of operations and financial condition.

Labor disruptions could have a material adverse effect on AngloGold Ashanti’s results of operations and financial condition.

AngloGold Ashanti employees in South Africa, Ghana, Guinea and Argentina, are highly unionized. Trade unions, therefore, have a significant impact on the company’s labor relations, as well as on social and political reforms, most notably in South Africa. There is a risk that strikes or other types of conflict with unions or employees may occur at any of the company’s operations, particularly where the labor force is unionized or there is inter-union rivalry. Labor disruptions may be used to advocate labor, political or social goals in the future. For example, labor disruptions may occur in sympathy with strikes or labor unrest in other sectors of the economy and for political goals. Labor unrest in South Africa can also be fuelled by migrant labor conditions and mine worker debt levels. Furthermore, such labor disruptions may themselves affect or be perceived to affect local political and social stability. Acts or vandalism affecting mines and mine equipment are possible during periods of labor unrest.

For example, following a wave of labor unrest and unprotected strike action that took place throughout the South African mining, transport and agricultural sectors since early August 2012, workers from AngloGold Ashanti’s Kopanang mine, three West Wits mines and the Vaal River region’s other operations engaged in unprotected strikes in September 2012. More than 100,000 miners were involved in the strikes across the mining sector during the last four months of 2012. Workers at AngloGold Ashanti mines in South Africa have also staged sit-ins which prompted the company to suspend operations at some of its mines. These work stoppages pose significant safety risks and operating challenges. The protracted period of inactivity caused by the strike, coupled by the depth of the affected mines, has complicated the consequent ramping up of production following the termination of the strikes and has resulted in a lengthened ramp-up period to ensure employee safety. The unprotected strike action at the South African operations had an adverse impact

on the company’s third quarter results and significantly adversely impacted its fourth quarter results. The company estimates that the unprotected strike action cost approximately 235,000 ounces in lost production due to the work stoppages and the slow ramp-up to full production.

Lower production and payroll increases resulting from the labor disruptions have adversely impacted the financial performance of all South African operations, threatening viability in some cases and similar disruptions in the future may have a material adverse effect on the company’s results of operations and financial condition. For example, subsequent to the 2012 strikes, AngloGold Ashanti, along with its major gold-producing peers in South Africa, increased the entry-level pay of employees; established a new pay category for equipment operators; provided an allowance for rock-drill operators; and increased pay by 2 percent for most categories of workers. The net impact of the settlement on the payroll cost for AngloGold Ashanti is $16 million per annum.

Increased labor costs could have a material adverse effect on AngloGold Ashanti’s results of operations and financial condition.

Labor costs represent a substantial proportion of the company’s total operating costs and at many operations, including its South African, Ghanaian and Tanzanian operations, constitute the company’s single largest component of operating costs. Failing to obtain any simultaneous increase in productivity, any change to the company’s wage agreements or other factors that could increase labor costs may have a material adverse effect on AngloGold Ashanti’s results of operations and financial condition. In 2012, the cost of salaries and wages increased by 7 percent over 2011 levels.

In South Africa, the established practice is to negotiate wages and conditions of employment with the unions every two years through the Chamber of Mines of South Africa. South African employment law sets out minimum terms and conditions of employment for employees, which form the benchmark for all employment contracts. As at December 31, 2012, approximately 62 percent of the company’s workforce, excluding contractors, or approximately 52 percent of its total workforce was located in South Africa. At present, the mining unions and gold mining companies are in the second year of this two-year wage agreement, with the latest increases (ranging from 8 percent to 10 percent) awarded to the workforce in July 2012 and additional improvements to the current pay structure offered to workers on October 18, 2012. Further negotiations on this agreement are expected in 2013, which may result in an increase in labor actions. In addition, any new agreement could result in increased labor costs for the company.

AngloGold Ashanti’s results may be further impaired if it incurs penalties for failing to meet standards set by labor laws regarding workers’ rights or incurs costs complying with new labor laws, rules and regulations. For example, employment law in South Africa imposes monetary penalties for neglecting to report to government authorities on progress made towards achieving employment equity in the workplace. Ghanaian law also contains broad provisions requiring mining companies to recruit and train Ghanaian personnel and to use the services of Ghanaian companies. In Australia, the federal government has recently introduced a new industrial relations system that includes ‘good faith bargaining’ obligations for employers, fewer restrictions on the content of collective agreements and an enhanced role for union officials as bargaining representatives, parties to agreements and participants in dispute resolution. Penalties and compliance costs, as well as increased costs due to laws and regulations less favourable to employers, could have a material adverse effect on the company’s results of operations and financial condition.

AngloGold Ashanti’s mining rights in the countries in which it operates could be altered, suspended or canceledcancelled for a variety of reasons, including breaches in its obligations in respect of its mining rights”rights.

AngloGold Ashanti’s right to own and exploit Mineral Reserves and deposits is governed by the laws and regulations of the jurisdictions in which the mineral properties are located. Currently, a significant portion of the company’s Mineral Reserves and deposits are located in countries where mining rights could be suspended or cancelled should it breach its obligations in respect of the acquisition and exploitation of these rights.

In each of the countries in which AngloGold Ashanti operates, the formulation or implementation of government policies on certain issues may be unpredictable. This may include changes in laws relating to mineral rights and ownership of mining assets and the right to prospect and mine, and in extreme cases, nationalization, expropriation or nullification of existing concessions, licenses, permits, agreements and contracts. In May 2012, for example, the Argentine government nationalized the oil company Yacimientos Petrolíferos Fiscales (YPF) by expropriating 51 percent of the shares from the majority Spanish shareholder.

Any existing and new mining and exploration operations and projects are subject to various national and local laws, policies and regulations governing the ownership and the right to prospect or mine or develop proposed projects. For more details on the risks surrounding ownership of mining assets, see “– Title to AngloGold Ashanti’s properties may be uncertain and subject to challenge” and “– AngloGold Ashanti’s Mineral Reserve, deposits and mining operations are located in countries that face political, economic and security risks that may affect both the terms of its mining concessions, as well as its ability to conduct operations in certain countries”.

Project implementation delays could result in licences not being renewed and the loss of mining rights. Some of AngloGold Ashanti’s mining concessions, authorizations, licences and permits are subject to expiry, limitations on renewal and to various other risks and uncertainties. For example, the company’s license to mine at the Mongbwalu concession in the DRC is up for renewal in 2014, but the company must seek renewal a year in advance of the license’s expiration. The company may not be successful in the renewal process or in retaining the license on the same terms. If the company is unsuccessful in the renewal process, it will need to record an impairment. In October 2012, the DRC announced a proposed overhaul of the DRC’s mining code, which could affect the company’s ability to renew the license or its terms. This overhaul is still in progress.

If AngloGold Ashanti is not able to obtain or maintain necessary permits, authorizations or agreements to prospect or mine or to implement planned projects, or continue its operations, or comply with all laws, regulations or requirements, or do so within time-frames that make such plans and operations economically viable, or if the laws impacting the company’s ownership of its mineral rights, or the right to prospect or mine change materially, or should governments increase their ownership in the mines or nationalize them, AngloGold Ashanti’s results of operations and financial condition could be adversely affected.

Title to AngloGold Ashanti’s properties may be uncertain and subject to challenge.

AngloGold Ashanti has operations in several countries where ownership of land is uncertain and where disputes may arise in relation to ownership. Certain of the company’s properties may be subject to the rights or the asserted rights of various community stakeholders, including indigenous people. The presence of those stakeholders may have an impact on AngloGold Ashanti’s ability to develop or operate its mining interests. For example, in Australia, the Native Title Act (1993) provides for the establishment and recognition of native title under certain circumstances. In South Africa, the Extension of Security of Tenure Act (1997) and the Restitution of Land Rights Act (1994) provide for various landholding rights. Such legislation is complex, difficult to predict and outside of the company’s control, and could therefore negatively affect the business results of new or existing projects. Where consultation with stakeholders is statutorily or otherwise mandated, relations may not remain amicable and disputes may lead to reduced access to properties or delays in operations.

Title to the company’s properties, particularly undeveloped ones, may also be defective or subject to challenge. Title insurance generally is not available, and title review does not necessarily preclude third parties from contesting ownership. Where surveys have not been conducted, the precise area and location of the company’s claims may be in doubt. Accordingly, AngloGold Ashanti’s mineral properties may be subject to prior unregistered liens, agreements, transfers or claims, including native land claims, and title may be affected by, among other things, undetected defects.

AngloGold Ashanti may experience unforeseen difficulties, delays or costs in successfully implementing its business strategy and projects, including any cost-cutting initiatives, and any such strategy or project may not result in the anticipated benefits.

The successful implementation of the company’s business strategy and projects depends upon many factors, including those outside its control. For example: the successful management of costs will depend on prevailing market prices for input costs; the ability to grow the business will depend on the successful implementation of the company’s existing and proposed project development initiatives and continued exploration success, as well as on the availability of attractive merger and acquisition opportunities, all of which are subject to the relevant mining and company specific risks as outlined in these risk factors.

AngloGold Ashanti is in the process of implementing initiatives relating to strategic alignment, portfolio review, restructuring and cost-cutting, including in connection with the consolidation of its business activities and assets. Any future contribution of these measures to profitability will be influenced by the actual savings achieved and by the company’s ability to sustain these ongoing efforts. Strategic alignment, restructuring and cost-cutting initiatives may involve various risks, including, for example, labor unrest and operating licence withdrawal. The risk is highest in South Africa, given recent calls for withdrawal of mining licences for ‘mothballed shafts’ and hostile reaction to proposed

mining industry retrenchments. In addition, these measures may not be implemented as planned; turn out to be less effective than anticipated; only become effective later than anticipated; or not be effective at all. Any of these outcomes, individually or in combination, may adversely impact the company’s business, results of operations and financial condition.

AngloGold Ashanti’s business strategy also includes divesting activities in some business areas and strengthening others, including through mergers and acquisitions. With respect to dispositions, AngloGold Ashanti may not be able to divest some of its activities as planned or to obtain all of the required approvals, and the divestitures that are carried out could have a negative impact on its business, results of operations, financial condition and reputation.

AngloGold Ashanti may also prove unable to deliver on production targets, including in potentially critical areas, such as the Obuasi turnaround plan in Ghana, as well as on the timely, cost-effective and successful execution of key capital projects, including at the Tropicana project in Australia, the Kibali project in the DRC, and with regard to the implementation of the company’s new Enterprise Resource Planning (ERP) system. For more details on the risks surrounding the ERP implementation, see the section entitled – “The implementation of an integrated ERP system could have an adverse effect on AngloGold Ashanti’s results of operations and financial condition.”

Unforeseen difficulties, delays or costs may adversely affect the successful implementation of AngloGold Ashanti’s business strategy and projects, and such strategy and projects may not result in the anticipated benefits.

Any acquisition or acquisitions that AngloGold Ashanti may complete may expose the company to new geographic, political, legal, social, operating, financial and geological risks.

AngloGold Ashanti may pursue the acquisition of producing, development and advanced stage exploration properties and companies. Any such acquisition may change the scale of the company’s business and operations and may expose it to new geographic, geological, political, social, operating, financial, legal, regulatory and contractual risks. For example: there may be a significant change in commodity prices after the company has committed to complete the transaction and established the purchase price or share exchange ratio; a material ore body may prove below expectations; AngloGold Ashanti may have difficulty integrating and assimilating the operations and personnel of any acquired companies, realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise, and maintaining uniform standards, policies and controls; the integration may disrupt the company’s ongoing business and its relationships with employees, suppliers and contractors; and the acquisition may divert management’s attention from AngloGold Ashanti’s day-to-day business. Furthermore, the company operates and acquires businesses in different countries, with different regulatory and operating cultures, which may exacerbate the risks described above. In addition, the acquired business may have undetected liabilities which may be significant.

In the event that the company chooses to raise debt capital to finance any acquisition, the company’s leverage will be increased. Should the company choose to use equity as consideration for an acquisition, existing shareholders may suffer dilution. Alternatively, the company may choose to finance any acquisition with its existing resources, which could decrease its ability to fund future capital expenditures.

The company may not be successful in overcoming these risks or any other problems encountered in connection with acquisitions. Failure by AngloGold Ashanti to implement its acquisition strategy or to integrate acquired businesses successfully could have material adverse effects on its growth and business results.

Ageing infrastructure at some of AngloGold Ashanti’s operations could adversely impact its business.

Deep level gold mining shafts are usually designed with a lifespan of 25 to 30 years. Vertical shafts consist of large quantities of infrastructure steelwork for guiding conveyances and accommodating services such as high and low tension electric cables, air and water pipe columns. Rising temperatures in the deeper mining areas can also lead to increased cooling requirements in the form of upgraded and expanded ice plants. Maintaining this infrastructure requires skilled human resources, capital allocation, management and planned maintenance.

Once a shaft has reached the end of its intended lifespan, higher than normal maintenance and care is required. Incidents resulting in production delays, increased costs or industrial accidents may occur. Such incidents may have an adverse effect on the company’s results of operations and financial condition. Asset integrity issues relating to ageing infrastructure are of particular concern in South Africa and at the Obuasi mine in Ghana.

For example, cracks were discovered in the mill feed end in September 2008 and at the discharge end in February 2010 at the Geita gold mine. The Geita gold mine is one of the group’s principal assets and sources of cash flow. After initial repairs, the feed end was replaced during May and June 2011. A decision was subsequently taken to replace the entire mill as a result of shell distortion. After new mill manufacture delays, installation was completed during March 2013. Production throughput in 2011 was 1 million tonnes less than planned, as a result of mill downtime that included feed-end replacement; ore grade was however sufficient to achieve 494,000 ounces. The Geita gold mine produced approximately 531,000 ounces in 2012, with production throughput of some 100,000 tonnes short of budget.

Some of AngloGold Ashanti’s technologies are unproven and failure could adversely impact costs and production.

AngloGold Ashanti has teamed up with various specialists to engineer new solutions to environmental management, mine design, rock breaking and underground logistics, among others. The company has invested in new technologies, including phyto-technologies to reduce seepage and address soil and ground water contamination, and in mine support technologies to minimize the impact of seismic activity. The company is also attempting to develop technologies to access the deeper reaches of South African mines.

Some aspects of these technologies are unproven and their eventual operational outcome or viability cannot be assessed with certainty. The costs, productivity and other benefits from these initiatives, and the consequent effects on AngloGold Ashanti’s future earnings and financial condition, may vary from expectations. Failure of the company to realize the anticipated benefits could result in increased costs, an inability to realize production or growth plans, or adversely affect its operational performance.

The level of AngloGold Ashanti’s indebtedness could adversely impact its business.

As at December 31, 2012, AngloGold Ashanti had gross borrowings of approximately $3.0 billion, (2011: approximately $1.7 billion) excluding the mandatory convertible bonds amounting to $588 million (2011: $760 million).

AngloGold Ashanti’s indebtedness could have a material adverse effect on its flexibility to conduct business. For example, the company may be required to use a large portion of its cash flow to pay the principal and interest on its debt, which will reduce funds available to finance existing operations and the development of new organic growth opportunities and further acquisitions. In addition, under the terms of the company’s borrowing facilities from its banks, AngloGold Ashanti is obliged to meet certain financial and other covenants. The company’s ability to continue to meet these covenants and to service its debt will depend on its future financial performance which will be affected by its operating performance as well as by financial and other factors, certain of which are beyond the control of the company.

Should the cash flow from operations be insufficient, AngloGold Ashanti could breach its financial and other covenants. Covenant breaches, if interpreted as events of default under one or more debt agreements, could allow lenders to accelerate payment of such debt. Any such acceleration could result in the acceleration of indebtedness under other financial instruments. As a result, the company may be required to refinance all or part of the existing debt, use existing cash balances, issue additional equity or sell assets. AngloGold Ashanti cannot be sure that it will be able to refinance its debt on commercially reasonable terms, if at all. The company’s ability to access the bank, public debt or equity capital markets on an efficient basis may be constrained by dislocation in the credit markets or capital and liquidity constraints in the banking, debt or equity markets at the time of issuance.

Certain factors may affect AngloGold Ashanti’s ability to support the carrying amount of its property, plant and equipment, acquired properties, investments and goodwill on the balance sheet. If the carrying amount of its assets is not recoverable, AngloGold Ashanti may be required to recognize an impairment charge, which could be significant.

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

If there are indications that impairment may have occurred, AngloGold Ashanti prepares estimates of expected future cash flows for each group of assets. Expected future cash flows are inherently uncertain, and could materially change over time. They are significantly affected by reserve and production estimates, together with economic factors such as spot and forward gold prices, discount rates, currency exchange rates, estimates of costs to produce reserves and future capital expenditure. Estimated rehabilitation and closure costs could also materially affect the company’s financial performance and could result in the need to recognize an impairment charge.

If any of these uncertainties occur, either alone or in combination, management could be required to recognize an impairment, which could have a material adverse effect on the company’s results of operations and financial condition.

AngloGold Ashanti expects to have significant financing requirements.

AngloGold Ashanti’s existing board-approved development projects and exploration initiatives will require significant funding. These include: Tropicana in Australia; Mponeng Below 120 Project in South Africa; the Mongbwalu and Kibali projects in the DRC; and the mine life extension project (MLE2) at Cripple Creek & Victor in the United States.

Potential future development projects will also require significant funding, if and when approved by the AngloGold Ashanti board of directors. These include the: La Colosa and Gramalote projects in Colombia; Moab Khotsong Zaaiplaats in South Africa; Iduapriem expansion project in Ghana, Sadiola Deeps project in Mali; Geita underground mining project in Tanzania; Nova Lima Sul project in Brazil; a further mine life extension project (MLE3) at Cripple Creek & Victor in the United States; as well as various other exploration projects and feasibility studies.

AngloGold Ashanti estimates that over the next three years, growth initiatives will require project capital expenditure (excluding stay in business and ore reserve development capital expenditure) of approximately $4.0 billion (subject to escalation and based on certain assumptions, including exchange rates). The company’s capital expenditure plans and requirements are subject to a number of risks, contingencies and other factors, some of which are beyond its control, and therefore the actual future capital expenditure and investments may differ significantly from the current planned amounts.

AngloGold Ashanti’s operating cash flow and credit facilities may be insufficient to meet all of these expenditures, depending on the timing and cost of development of these and other projects as well as operating performance and available headroom under its credit facilities. As a result, new sources of capital may be needed to meet the funding requirements of these developments, to fund ongoing business activities and to pay dividends. AngloGold Ashanti’s ability to raise and service significant new sources of capital will be a function of macroeconomic conditions, the condition of the financial markets, future gold prices, the company’s operational performance and operating cash flow and debt position, among other factors. The company’s ability to raise further debt financing in the future and the cost of such financing will depend on, among other factors, its prevailing credit rating, which may be affected by the company’s ability to maintain its outstanding debt and financial ratios at levels acceptable to the credit ratings agencies, its business prospects risks relating to the countries in which it operates or other factors. As a result, in the event of lower gold prices, unanticipated operating or financial challenges, any dislocation in financial markets or new funding limitations, AngloGold Ashanti’s ability to pursue new business opportunities, invest in existing and new projects, fund its ongoing business activities and retire or service outstanding debt and pay dividends, could be significantly constrained, all of which could adversely impact the company’s results of operations and financial condition.

AngloGold Ashanti does not have full management control over some of its significant joint venture projects and other interests. If the operators of these projects do not manage these effectively and efficiently, the company’s investment in these projects could be adversely affected and its reputation could be harmed.

AngloGold Ashanti’s joint ventures at Morila in Mali and at Kibali in the DRC are managed by the company’s joint venture partner Randgold Resources Limited (Randgold). In addition, certain of AngloGold Ashanti’s exploration ventures are managed by the relevant joint venture partner. AngloGold Ashanti’s marine gold joint venture with De Beers is managed by an independent company jointly owned by AngloGold Ashanti and De Beers, with a significant part of the technical input subcontracted to De Beers or other marine service providers.

While AngloGold Ashanti provides strategic management and operational advice to its joint venture partners in respect of these projects, the company cannot ensure that these projects are operated in compliance with the standards that AngloGold Ashanti applies in its other operations. If these joint ventures are not operated effectively or efficiently, including as a result of weaknesses in the policies, procedures and controls implemented by the joint venture partners, the company’s investment in the relevant project could be adversely affected. In addition, negative publicity associated with operations that are ineffective or inefficiently operated, particularly relating to any resulting accidents or environmental incidents, could harm the company’s reputation and therefore its prospects and potentially its financial condition. Further, any failure of joint venture partners to meet their obligations to AngloGold Ashanti or to third parties, or any disputes with respect to the parties’ respective rights and obligations, could have a material adverse impact on AngloGold Ashanti’s results of operations and financial condition. In particular, the company and Randgold retain equal representation, with neither party holding a deciding vote on the board of the two companies that have overall management control of the Morila project in Mali and the Kibali project in the DRC, respectively, and all major

management decisions for each of these two projects, including approval of the budget, require board approval. If a dispute arises between the company and Randgold with respect to the Kibali or Morila project and the parties are unable to amicably resolve such dispute, it may be difficult for the parties to make strategic decisions relating to the project affected by such dispute, the day-to-day operations and the development of such project may be adversely affected and the company may have to participate in proceedings to resolve the dispute, which could adversely affect the company’s results of operations and financial condition.

AngloGold Ashanti’s joint ventures and other strategic alliances may not be successful.

AngloGold Ashanti’s joint venture partners may have economic or business interests or goals that are not consistent with the company’s or may, as a result of financial or other difficulties, be unable or unwilling to fulfill their obligations under the joint venture or other agreements. Disputes between AngloGold Ashanti and its joint venture partners may lead to legal action, including litigation between AngloGold Ashanti and joint venture partners. Such disputes could adversely affect the operation of the joint venture and may prevent the realization of the joint ventures goals. There is no assurance that the company’s joint venture partners will continue their relationship with the company in the future or that the company will be able to achieve its financial or strategic objectives relating to the joint ventures.

For example, AngloGold Ashanti has a 50:50 strategic alliance with Thani Investments LLC (TI), a company based in Dubai. During 2011, AngloGold Ashanti advanced a loan of $35 million to Thani Ashanti Alliance Limited, the joint entity it owns together with TI. This loan was impaired during 2012. TI guaranteed the loan. AngloGold Ashanti has brought legal action against TI over non-payment of the loan. The resolution to this dispute may affect the overall relationship between TI and the company. The failure of the company’s joint venture partners to fulfil their obligations or their unwillingness to continue these relationships may have an adverse effect on the company’s results of operations and financial condition.

AngloGold Ashanti’s Mineral Reserve, deposits and mining operations are located in countries where political, tax and economic laws and policies may change rapidly and unpredictably and such changes and policies may adversely affect both the terms of its mining concessions, as well as its ability to conduct operations in certain countries.

Any existing and new mining, exploration operations and projects that the company carries out are subject to various national and local laws, policies and regulations governing the ownership, prospecting, development and mining of mineral reserves, taxation and royalties, exchange controls, import and export duties and restrictions, investment approvals, employee and social community relations and other matters.

In most of the countries in which AngloGold Ashanti operates, there is a focus on resource nationalism with governments seeking to reap greater economic benefit from high commodity prices. This entails the review of mining codes and stability agreements, which were designed under different economic environments, and the formulation or amendment of laws, policies and regulations relating to issues such as mineral rights and asset ownership, royalties, taxation and taxation disputes, ‘windfall’ or ‘super’ taxation, non-recovery of taxation refunds, import and export duties, currency transfers, restrictions on foreign currency holdings and repatriation of earnings. Laws, policies and regulations in such countries are uncertain, changing and generally require progressively higher payments to governments, notably in the form of increased royalties and taxes, mandated beneficiation, export levies and increasing or retaining state or national ownership of resources. Changes in particular to the fiscal terms governing AngloGold Ashanti’s operations may have a material adverse impact on the company’s results of operations or financial condition, as well as discourage future investments in certain jurisdictions, which may have an adverse impact on the company’s ability to access new assets and could potentially reduce future growth opportunities.

For example on September 9, 2011, a new mining code for Guinea was enacted. The new mining code significantly increases the share of state ownership in the mining industry, extending a 15 percent share of future mining projects to the government, without financial compensation. The government also has the option to purchase up to an additional 20 percent of each project. However, the new mining code was withdrawn in October 2012 due to unfavorable reception and is yet to be re-issued. The Guinean government also announced its intention to carry out a review of the mining conventions currently in force in Guinea. This mining convention review is currently in progress. The outcome of this review may have a material adverse effect on the company’s results of operations or financial condition.

In late 2011 and early 2012, the government of Ghana amended its fiscal mining regime, increased its corporate taxation and royalty rates and may impose a windfall profit tax. Furthermore, the government of Ghana has constituted a review committee to review and re-negotiate stability agreements with mining companies. AngloGold Ashanti is currently participating in negotiations with the Ghanaian review committee. The outcome of these negotiations may have a material adverse effect on the company’s results of operations or financial condition.

AngloGold Ashanti Limited and other major mining companies are in talks with the Tanzanian government regarding new mining legislation and its impact on existing mining agreements; such talks follow an earlier declaration in July 2012 by the Tanzanian Minister of Energy and Minerals that the mining contracts were under review. The new mining legislation and the outcome of the review of the mining contracts may have a material adverse impact on the company’s results of operations and financial condition. Recently, the Tanzanian Minister of Energy and Minerals unexpectedly increased the royalty rate levied on gold extracted in Tanzania by AngloGold Ashanti’s operations by 1 percent. Further unanticipated increases in royalty rates in Tanzania or other countries could have a material adverse impact on the company’s results of operations and financial condition.

In the DRC, in October 2012 the Mines Minister announced a proposed overhaul of the DRC’s mining code. The proposed laws seek to, among other things, increase the government stake in mining operations to 35 percent from the existing 5 percent, double royalties on some minerals, and introduce a 50 percent levy on certain profits. Should such laws be enacted in the future, these may have a material adverse impact on the company’s results of operations in the DRC.

On July 1, 2012, Australia’s Minerals Resource Rent Tax (MRRT) came into effect after the legislation was passed in March 2012. The MRRT applies only to the bulk commodities of coal and iron ore, and replaced the previously proposed Resource Super Profit Tax (RSPT), which covered all minerals. The Australian federal government did not include gold and uranium in the final MRRT. However, should Australia consider reintroducing the RSPT, or if similar ‘super profit’ taxes were to be introduced and implemented in any other country in which AngloGold Ashanti operates, the company’s results of operations and financial condition could be materially adversely affected.

In addition, some of AngloGold Ashanti’s mineral deposits and mining and exploration operations are located in countries that are experiencing political instability and economic uncertainty. For example, in South Africa, country risk has increased recently in light of the violent strike action, social unrest, high levels of unemployment, poverty and concern that the government may take measures unfavorable to business.

In December 2012, while the ruling African National Congress rejected the concept of wholesale nationalization, it nevertheless favoured a ‘resource rent’ tax on windfall profits. Political instability and the resulting unstable business environment in which companies operate may discourage future investments in certain jurisdictions, which may have an adverse impact on the company’s ability to access new assets and could potentially reduce future growth opportunities.

AngloGold Ashanti is subject to an uncertain tax environment. Increased taxes are expected in most countries of operation. Changes in tax laws could result in higher tax expense and payments. Furthermore, legislation changes could materially impact AngloGold Ashanti’s tax receivables and liabilities as well as deferred tax assets and deferred tax liabilities. In addition, the uncertain tax environment in some regions could limit AngloGold Ashanti’s ability to enforce its rights. As a global company, AngloGold Ashanti conducts its business in countries subject to complex tax rules, which may be interpreted in different ways. Further interpretations or developments of tax regimes may affect the company’s tax liability, return on investments and business operations. AngloGold Ashanti is regularly examined by tax authorities in the various jurisdictions of operation.

For example, on March 15, 2012, the Mwanza office of the Tanzania Revenue Authority notified Geita Gold Mine Limited (Geita Gold Mine) that it intended to issue additional tax assessments against Geita Gold Mine. In connection with such assessments, the Tanzania Revenue Authority also challenged the validity of the existing mining development agreement (MDA) relating to the Geita Gold Mine, which was entered into with the Tanzanian government in June 1999. AngloGold Ashanti was served with a demand to pay the increased assessments, which it is currently paying under protest while awaiting a discussion with the government. In the event that the MDA is held to be invalid, the tax burden on the company’s Tanzanian operations would increase and the company would have to pay additional taxes for prior periods.

Furthermore, in Guinea, Mali and Tanzania, AngloGold Ashanti is due refunds of input tax and fuel duties which remain outstanding for periods longer than those provided for in the respective statutes.

The countries in which the company operates may also introduce strict exchange controls, impose restrictions to source materials and services locally, or impose other similar restrictions that hinder foreign companies’ operations within such countries. For example, the Argentine government introduced stricter exchange controls and related protracted approval processes, which may limit the company’s ability to repatriate dividends from its Argentine subsidiaries. In October 2011, the Argentina government has decreed that mining, oil and energy companies must repatriate export earnings. Additionally, the purchase of US dollars requires authorization from the Argentine tax agency and the purpose for which the currency will be used must be stated. In May 2012, the Argentine Mining Secretariat issued new regulations requiring mining companies in Argentina to boost their domestic purchases of equipment and services. Mining companies are now required to resort exclusively to locally established suppliers for their export-related shipping and logistics operations. A separate norm requires companies to open an import substitution division which will be in charge of submitting procurement plans to the Mining Secretariat on a quarterly basis. Such requirements are hindering the company’s operations within Argentina and these or similar requirements may continue to do so in the future and may have a material adverse effect on AngloGold Ashanti’s results of operations and financial condition.

If, in one or more of the countries in which it operates, AngloGold Ashanti were not able to obtain or maintain necessary permits, authorizations or agreements to implement planned projects or continue its operations under conditions or within timeframes that make such plans and operations economically viable, or if the applicable legal, ownership, fiscal (including all royalties and duties), exchange control, employment, environmental and social laws or regimes change materially, or if the governing political authorities change resulting in amendments to such laws and regimes, this could have a material adverse effect on AngloGold Ashanti’s operating results, financial condition, and, in extreme situations, on the viability of an operation.

For example, in South Africa mining rights are linked to meeting various obligations that include the broad-based socio-economic empowerment charter for the mining industry (the Revised Charter). Compliance with the Revised Charter is measured using a designated scorecard relating to equity ownership and management control of mining companies by historically disadvantaged South Africans (HDSAs) by no later than May 2014 and that HDSAs must constitute 40 percent of all levels of management by 2014. While AngloGold Ashanti believes that it is compliant with ownership targets to be achieved by May 2014, it must make further progress to achieve future targets, including further participation by HDSAs in senior and top management levels, the upgrade of housing and accommodation at the company’s mines, further human resource development, mine community development, sustainable development and growth as well as procurement and enterprise development, certain of which are also included under the Revised Charter’s targets that must also be achieved by May 2014.

The company will incur expenses in giving further effect to the Revised Charter and the scorecard. AngloGold Ashanti may not meet all of the various requirements by the required dates. Additionally, the South African government may decide that the Mining Charter has not gone far enough to achieve its underlying goals and therefore decide to expand the obligations of mining companies thereunder. Should AngloGold Ashanti breach its obligations in complying with the Mineral and Petroleum Resources Development Act, Revised Charter or any future amendments to the Mining Charter, its mining rights in South Africa could be suspended or cancelled by the Minister of Mineral Resources and it may be unable to obtain any new mining rights. Any such suspension or cancellation could have a material adverse effect on Anglo Ashanti’s results of operations and financial condition.

AngloGold Ashanti’s Mineral Reserve, deposits and mining operations are located in countries that face instability and security risks that may adversely affect both the terms of its mining concessions, as well as its ability to conduct operations in certain countries.

Some of AngloGold Ashanti’s mineral deposits and mining and exploration operations are located in countries that are experiencing political instability and economic uncertainty.

Certain of the countries in which AngloGold Ashanti has mineral deposits or mining or exploration operations, including the DRC, Mali, Guinea and Colombia, have in the past experienced, and in certain cases continue to experience, a difficult security environment. In particular, various illegal groups active in regions in which the company is present may pose a credible threat of military repression, terrorism, civil unrest, extortion and kidnapping, which could have an adverse effect on its operations in these and other regions.

For example, Mali continues to experience a difficult security environment since the military coup in March 2012. The situation in Mali remains of heightened concern as a result of the instability in northern Mali.

Eastern DRC also continues to experience tension consistent with the cycles of unrest experienced since the late 2000s. Fighting has caused instability in the area and could expand or intensify.

In 2012, and for the first time in approximately seven years, Anglo Gold Ashanti Colombia’s (AGAC) assets and employees were the targets of direct attacks by hostile actors around the La Colosa project’s area of influence. These and other such attacks could adversely affect the company’s operations in Colombia.

Since 2009, the company has recorded an almost five-fold increase in the instances of injury to security personnel, including members of AngloGold Ashanti’s internal security, private security companies and public security forces in certain jurisdictions. The rise in the number and severity of security incidents has come as a result of both increased illegal and artisanal mining due to a steady migration of people into the areas and an increase in the level of organization and funding of criminal activity around some of the company’s Continental African operations, spurred on by an escalating gold price. The most significant security challenges have occurred in Tanzania and Ghana in areas where there is endemic poverty and high levels of unemployment. If the security environment surrounding the company’s operations that are most exposed to these challenges does not improve or further deteriorates, employee, third-party and community member injuries and fatalities could also increase. Any such increase could disrupt the company’s operations in certain mines and adversely affect its reputation, results of operations and financial condition.

In some instances, risk assessments categorize threats as serious enough to require resort to public security forces, such as national police or military units on a near-permanent basis. In the event that continued operations in any of the company’s countries of operations compromise the company’s security or business principles, AngloGold Ashanti may withdraw from any such countries on a temporary or permanent basis. This could have a material adverse impact on AngloGold Ashanti’s results of operations and financial condition.

Furthermore, the company has at times experienced strained relationships with certain of its host communities. AngloGold Ashanti operates in several regions where poverty, unemployment and the lack of access to alternative livelihoods mean that the creation and distribution of economic benefit from mining operations is a significant area of focus for community and government. Conflict with communities has led to community protests and business interruptions, particularly at the Siguiri mine in Guinea during 2010 and 2011. In 2012, there were five recorded community protests at Cerro Vanguardia, Obuasi and Geita.

Illegal and artisanal mining occurs on AngloGold Ashanti’s properties, which can disrupt the company’s business and expose the company to liability.

Illegal and artisanal miners are active on, or adjacent to, some of AngloGold Ashanti’s Continental African and South American properties, which leads at times to interference with the company’s operations and results in conflict situations that present a security threat to property and human life. Artisanal mining is associated with a number of negative impacts, including environmental degradation, flouting of land rights, poor working practices, erosion of civil society, human rights abuse and funding of conflict. The environmental, social, safety and health impacts of artisanal mining are frequently attributed to formal mining activity, and it is often assumed that artisanally-mined gold is channeled through large-scale mining operators, even though artisanal and large-scale miners have distinct supply chains. These misconceptions impact negatively on the reputation of the industry.

The activities of the illegal miners, which include theft and shrinkage, could cause damage to AngloGold Ashanti’s properties, including pollution, underground fires, or personal injury or death, for which AngloGold Ashanti could potentially be held responsible. Illegal mining could result in the depletion of mineral deposits, potentially making the future mining of such deposits uneconomic. The presence of illegal miners could lead to project delays and disputes regarding the development or operation of commercial gold deposits. Illegal mining and theft could also result in lost gold reserves, mine stoppages, and have a material adverse effect on AngloGold Ashanti’s results of operations or financial condition.

In 2012, the company recorded an increase in the number and severity of security incidents, due to a steady migration of people into the areas and an increase in the level of organization and funding of criminal activity around some of the company’s Continental African operations, spurred on by an escalating gold price. The most significant security challenges have occurred in Tanzania and Ghana in areas where there is endemic poverty and high levels of unemployment.

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

AngloGold Ashanti uses contractors at certain of its operations to mine and deliver ore to processing plants as well as for other purposes. At mines employing mining contractors, contracting costs represent a significant proportion of the total operating costs of these operations and the company does not own all of the mining equipment. For example, increased contractor rates at the Sadiola mine in Mali contributed to a significant rise in total cash costs in the final quarter of 2011. Increased contractor costs at Sunrise Dam in Australia and Geita in Tanzania contributed to higher production costs in the first quarter of 2012.

AngloGold Ashanti’s operations could be disrupted, resulting in additional costs and liabilities, if the mining contractors at affected mines have financial difficulties or if a dispute arises in renegotiating a contract, or if there is a delay in replacing an existing contractor and its operating equipment to meet business needs at expected cost levels. Increases in contract mining rates, in the absence of associated productivity increases, will also have an adverse impact on the company’s results of operations and financial condition.

For example, on October 13, 2012, AngloGold Ashanti terminated the underground development contract with a third-party contractor at the Obuasi mine in Ghana. The costs of the termination amounted to $17 million.

In addition, AngloGold Ashanti’s reduced control over those aspects of operations which are the responsibility of contractors, their failure to comply with applicable legal, human rights and regulatory requirements, or their inability to manage their workforce or provide high quality services or a high level of productivity could adversely affect AngloGold Ashanti’s reputation, results of operations and financial condition, and may result in the company incurring liability to third parties due to the actions of contractors.

AngloGold Ashanti competes with mining and other companies for key human resources and its inability to retain key personnel could have an adverse effect on its business.

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

The retention of staff is particularly challenging in South Africa, where, in addition to the impacts of global industry shortages of skilled labor, AngloGold Ashanti is required to achieve employment equity targets of participation by HDSAs in management and other positions. AngloGold Ashanti competes with all companies in South Africa to attract and retain a small but growing pool of HDSAs with the necessary skills and experience. AngloGold Ashanti has historically faced difficulty recruiting and retaining young graduates and qualified mid-level management in South Africa. Recruitment of skilled personnel has been challenging in Continental Africa due to university offerings that are often not well-suited to the specific needs of the mining industry, as well as other factors such as language barriers and low literacy skills.

The recruitment of skilled workers is also highly competitive in South America as a result of a shortage of skills and intense competition between mining companies.

The company may not be able to retain and attract sufficient skilled and experienced employees in all areas of the business. Should it fail to do so or lose any of its key personnel, business and growth prospects may be harmed and this could have an adverse impact on AngloGold Ashanti’s results of operations and financial condition.

AngloGold Ashanti’s inability to retain its senior management may have an adverse effect on its business.

The company’s success depends largely upon the continued service of its senior management, including its chief executive officer, chief financial officer and the executive officers at each of its business divisions and general managers at its mines. The loss of one or more members of senior management, such as the recently announced departure of AngloGold Ashanti Chief Executive Officer, Mark Cutifani, to take the same position at Anglo American PLC as of April 3, 2013, could lead to other members of the management team leaving, disrupt the company’s operations, and have a material adverse impact on the company’s business, results of operations and financial condition.

The prevalence of occupational health diseases and the potential costs and liabilities related thereto may have an adverse effect on the business and results of operations of AngloGold Ashanti.

The primary areas of focus in respect of occupational health of employees within the company’s operations are noise-induced hearing loss and occupational lung diseases (OLD), which include pulmonary diseases such as tuberculosis from various causes and silicosis in individuals exposed to silica dust. These require active dust management strategies in underground operations, particularly in South Africa where a significant number of silicosis cases by current and former employees alleging past exposures are still reported each year to the board for statutory compensation. AngloGold Ashanti provides occupational health services to its employees at its occupational health centers and clinics and continues to improve preventative occupational hygiene initiatives, such as implementing various dust control measures and supplying its employees with respiratory protection equipment. If the costs associated with providing such occupational health services, implementing such dust control measures or supplying such equipment increase significantly beyond anticipated or budgeted amounts, this could have an adverse effect on AngloGold Ashanti’s results of operations and financial condition. Actual and alleged health and safety incidents or breaches of standards may also adversely impact the company’s reputation.

AngloGold Ashanti is currently subject to class action litigation with respect to alleged occupational lung diseases (see “– AngloGold Ashanti is subject to the risk of litigation, the causes and costs of which are not always known”). AngloGold Ashanti is calling for the industry to engage with government (and other stakeholders) to seek an appropriate industry-wide solution. An industry-wide solution may not be reached or the terms thereof may have a material adverse effect on AngloGold Ashanti’s financial condition.

In response to the effects of silicosis in labor-sending communities, a number of mining companies (under the auspices of the Chamber of Mines of South Africa) together with the NUM, which is the largest union in the mining sector in South Africa, and the national and regional departments of health, have embarked on a project to assist in delivering compensation and relief by mining companies under the Occupational Diseases in Mines and Works Act (ODMWA) to affected communities.

AngloGold Ashanti faces certain risks in dealing with HIV/AIDS, particularly at its South African operations and with tropical disease outbreaks such as malaria, and other diseases which may have an adverse effect on the company’s results of operations and financial condition.

AIDS and associated diseases remain one of the major health care challenges faced by AngloGold Ashanti’s South African operations. Workforce prevalence studies indicate that HIV prevalence rates among AngloGold Ashanti’s South African workforce may be as high as 30 percent.

Malaria and other tropical diseases pose significant health risks at all of the company’s operations in central, west and east Africa where such diseases may assume epidemic proportions because of ineffective national control programs. Malaria is a major cause of death in young children and pregnant women but also gives rise to fatalities and absenteeism in adult men. Other conditions such as heart disease, chronic diseases, and obesity are of increasing incidence and concern.

Such diseases impair the health of workers and negatively affect productivity and profitability as a result of workers’ diminished focus or skill, absenteeism, treatment costs and allocated resources. Any current or future medical program may not be successful in preventing or reducing the infection rate among AngloGold Ashanti’s employees or in affecting consequent illness or mortality rates. AngloGold Ashanti may incur significant costs in addressing this issue in the future, which could also adversely impact the company’s results of operations and financial condition.

The costs and impacts associated with the pumping of water inflows from closed mines adjacent to the company’s operations could have an adverse effect on its results of operations.

Certain of AngloGold Ashanti’s mining operations are located adjacent to the mining operations of other mining companies. The closure of a mining operation may have an impact upon continued operations at the adjacent mine if appropriate preventative steps are not taken. In particular, this can include the ingress of underground water where pumping operations at the adjacent closed mine are suspended. Such ingress could have an adverse effect on any one of the company’s mining operations as a result of property damage, disruption to operations, additional pollution liabilities and pumping costs and consequently could have an adverse impact on its results of operations and financial condition.

The potential costs associated with the remediation and prevention of groundwater contamination from the company’s operations or due to flooding from closed mines adjacent to the company’s operations could have a material adverse effect on AngloGold Ashanti’s results of operations and financial condition.

AngloGold Ashanti has identified groundwater contamination plumes at certain of its operations that have occurred primarily as a result of seepage from surface operations and facilities including tailings storage facilities and waste rock.

Deep groundwater contamination is a significant issue in South Africa, where groundwater in some older mining regions has infiltrated mined-out workings. Potential contamination risk to shallow ground and surface water resources can occur when water is exposed to sulfide-bearing rock in such situations. AngloGold Ashanti has identified a flooding and future pollution risk posed by deep groundwater in the Klerksdorp and Far West Rand goldfields. AngloGold Ashanti’s Vaal River operations are part of the Klerksdorp goldfields and its West Wits operations are part of the Far West Rand goldfields. As a result of the interconnected nature of underground mining operations in South Africa, any proposed solution needs to be a combined one supported by all the companies owning mines located in these goldfields.

In view of the limitation of current information for the accurate estimation of liabilities, no reliable estimate can be made for these obligations. The potential costs of remediation and prevention of groundwater contamination at AngloGold Ashanti’s operations could be significant and may have a material adverse impact on AngloGold Ashanti’s results of operations and financial condition.

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

AngloGold Ashanti maintains insurance to protect only against catastrophic events which could have a significant adverse effect on its operations and profitability. This insurance is maintained in amounts that the company believes to be reasonable depending upon the circumstances surrounding each identified risk. However, damage and third-party claims arising from catastrophic events may exceed the limit of liability on insurance policies the company has in place. Furthermore, AngloGold Ashanti’s insurance does not cover all potential risks associated with its business and may exclude certain parts of its business. AngloGold Ashanti may elect not to insure certain risks due to the high premiums or for various other reasons, including an assessment that the risks are remote.

The company may not be able to obtain insurance coverage at acceptable premiums. The company believes negotiations with insurance providers have become more difficult for a number of reasons, including prevailing macroeconomic conditions and the risk profile of the mining industry. Insurance for certain risks in particular, such as loss of title to mineral property, political risks in certain jurisdictions, environmental pollution, or other hazards resulting from exploration and production, is not generally available to mining companies on acceptable terms. The availability and cost of insurance coverage can vary considerably from year to year as a result of events beyond the company’s control or from claims, and this can result in higher premiums and periodically being unable to maintain the levels or types of insurance the company typically carries.

The failure to obtain adequate insurance could impair the company’s ability to continue to operate in the normal course or could result in the occurrence of events for which AngloGold Ashanti is not insured, either of which could adversely impact its cash flows, results of operations and financial condition.

AngloGold Ashanti is subject to the risk of litigation, the causes and costs of which are not always known.

AngloGold Ashanti is subject to litigation, arbitration and other legal proceedings arising in the normal course of business and may be involved in disputes that may result in litigation. The causes of potential future litigation cannot be known and may arise from, among other things, business activities, environmental and health and safety concerns, share price volatility or failure to comply with disclosure obligations. The results of litigation cannot be predicted with certainty but could include costly damage awards or settlements, fines, and the loss of licenses, concessions, or rights, among other things.

In the event of a dispute AngloGold Ashanti may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in South Africa or the United States.

AngloGold Ashanti is subject to numerous claims, including class actions or similar group claims relating to silicosis and other OLD, and could be subject to similar claims in the future.

AngloGold Ashanti has received notice of two applications for class certification relating to silicosis in which the company is a respondent. It has also received notice of individual claims. For further information, please refer to “Item 8.: Financial Information – Legal Proceedings – South Africa – Silicosis litigation”.

It is possible that additional class actions and/or individual claims relating to silicosis and/or other OLD will be filed against AngloGold Ashanti in the future. AngloGold Ashanti will defend all and any subsequent claims as filed on their merits. Should AngloGold Ashanti be unsuccessful in defending any such claims, or in otherwise favorably resolving perceived deficiencies in the national occupational disease compensation framework that were identified in an earlier decision by the Constitutional Court of South Africa, such matters would have an adverse effect on its financial position, which could be material.

In Colombia, the company is also involved in five class action lawsuits in relation to AGAC Santa Maria-Montecristo and La Colosa projects. One of these class action lawsuits led to a preliminary injunction suspending the mining concession contracts of the Santa Maria-Montecristo project in September 2011. Additionally, in Colombia, AGAC is involved in an action in the Administrative Superior Court of the Cundinamarca District against the Department of the Environment, Housing and Territorial Development (DoE) following its issuance of a fine against AGAC on the basis that AGAC was in breach of its mining terms of reference.

Should the company be unable to resolve disputes favorably or to enforce its rights, this may have a material adverse impact on the company’s financial performance, cash flow and results of operations.

The implementation of an integrated Enterprise Resource Planning (ERP) system could have an adverse effect on AngloGold Ashanti’s results of operations and financial condition.

AngloGold Ashanti is implementing a single, global ERP system to support all the operations managed by AngloGold Ashanti. The ERP system is being implemented over a three-and-a-half-year period which commenced in August 2011. The contemplated implementation of an ERP system on a global basis is inherently a high-risk initiative due to the potential for implementation cost and time overruns. In addition, such implementation could affect the ability of AngloGold Ashanti to report and manage technical and financial information if difficulties in the implementation and operation of the system are experienced, which could have an adverse effect on AngloGold Ashanti’s results of operations and financial condition. The first sites went live during February 2013.

Sales of large quantities of AngloGold Ashanti‘s ordinary shares and American Depository Shares (ADSs), and the perception that these sales may occur or other dilution of the company’s equity, could adversely affect the prevailing market price of the company’s securities.

The bulk of AngloGold Ashanti’s shares are held by a relatively small number of investors. According to information available to the company, AngloGold Ashanti’s four largest shareholders beneficially owned approximately 23.29 percent of AngloGold Ashanti’s ordinary shares as at December 31, 2012.

Poor returns, soaring costs, higher capital expenditure, ill-conceived corporate activity, rising geopolitical and labor risk and low dividend yields over the past few years have resulted in a change in market sentiment towards gold equities. The market price of the company’s securities could fall if large quantities of ordinary shares or ADSs are sold in the public market, if there is divestment by certain types or groupings of investors, or if there is the perception in the marketplace that such sales could occur. Subject to applicable securities laws, holders of the company‘s ordinary shares or ADSs may decide to sell them at any time. The market price of the company’s ordinary shares or ADSs could also fall as a result of any future offerings AngloGold Ashanti makes of its ordinary shares, ADSs, or securities exchangeable or exercisable for the company’s ordinary shares or ADSs, or the perception in the market place that these offerings might occur. AngloGold Ashanti may make such offerings, including offerings of additional ADS rights, share rights or similar securities, at any time or from time to time in the future.

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

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

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

AngloGold Ashanti may not pay dividends or make similar payments to shareholders in the future.

AngloGold Ashanti pays cash dividends only if there are sufficient funds available for that purpose. Fund availability depends upon many factors that include the amount of cash available in relation to AngloGold Ashanti’s capital expenditure on existing infrastructure and exploration and other projects.

Under South African law, companies are entitled to pay a dividend or similar payment to its shareholders only if the company meets the solvency and liquidity tests set out in legislation, and the company’s founding documents.

Given these factors, including the capital and investment needs of the company, and the board of directors’ discretion to declare a dividend that includes the amount and timing thereof, cash dividends may not be paid in the future.

ITEM 4: INFORMATION ON THE COMPANY

4A.

HISTORY AND DEVELOPMENT OF THE COMPANY

GROUP INFORMATION

AngloGold Limited was formed in June 1998 with the consolidation of the gold mining interests of Anglo American plc. AngloGold Ashanti Limited, as the company exists today, was formed on April 26, 2004 following the business combination between AngloGold and Ashanti Goldfields Company Limited.

CURRENT PROFILE

AngloGold Ashanti Limited is headquartered in Johannesburg, South Africa. The company (Registration number 1944/017354/06) was incorporated in the Republic of South Africa in 1944 under the name of Vaal Reefs Exploration and Mining Company Limited and operates under the South African Companies Act 71 of 2008 (Companies Act), as amended.

Its registered office is at 76 Jeppe Street, Newtown, Johannesburg, South Africa, 2001. Telephone: +27 11 6376000.

While AngloGold Ashanti’s primary listing is on the Johannesburg Stock Exchange (JSE), the company is also listed on the London Stock Exchange (LSE), the New York Stock Exchange (NYSE), the Ghana Stock Exchange (GhSE) and the Australian Securities Exchange (ASX).

HISTORY AND SIGNIFICANT DEVELOPMENTS

Below are highlights of key corporate activities from 1998:

1998

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

1998-2004

Expansion of AngloGold Limited’s operations outside of South Africa.

2004

Concluded the business combination with Ashanti Goldfields Company Limited, at which time the company changed its name to AngloGold Ashanti Limited.

2007

Anglo American plc sold 69,100,000 ordinary shares of AngloGold Ashanti, thereby reducing Anglo American’s shareholding in AngloGold Ashanti from 41.7 percent to 16.6 percent.

2009

Anglo American plc sold its remaining shareholding to Paulson & Co. Inc.

2010

AngloGold Ashanti eliminated its hedge book, thereby gaining full exposure to spot gold prices.

2012

AngloGold Ashanti acquired the remaining 50 percent interest in Serra Grande in Brazil for $215 million.

The company acquired 100 percent of First Uranium (Proprietary) Limited for $335 million.

4B.

BUSINESS OVERVIEW

AngloGold Ashanti, one of the world’s major gold exploration, mining and marketing companies, holds a portfolio of operations and projects on four continents, and has a worldwide exploration program. The company works across the full spectrum of the mining value chain.

PRODUCTS

AngloGold Ashanti’s main product is gold. In the course of processing the ore mined, by-products such as silver, uranium oxide and sulfuric acid are produced at the Argentinian, South African and Brazilian operations.

OPERATIONS

AngloGold Ashanti’s 21 operations are located in 10 countries (Argentina, Australia, Brazil, Ghana, Guinea, Mali, Namibia, South Africa, Tanzania and the United States). These include six deep-level mines and surface operations in South Africa as well as a combination of surface and underground mining operations in the Americas, Australia and elsewhere on the African continent.

EXPLORATION

The group’s exploration program, covers greenfield, brownfield, and, more recently, marine exploration. Major development projects are Tropicana in Australia, Kibali in the Democratic Republic of the Congo (DRC) and La Colosa in Colombia. Our extensive brownfield, greenfield and marine exploration programs extend to 14 countries, in both established and new gold-producing regions through managed and non-managed joint ventures, strategic alliances and wholly owned ground holdings.

DEVELOPMENT

AngloGold Ashanti utilizes its exploration team to build on its record of new gold discoveries and to grow its gold endowment. The company has increased its capacity to fund a significant project pipeline by incurring longer-term debt, while maintaining capital discipline and improving returns.

MARKETING

Once processed to the doré (unrefined gold bar) stage at AngloGold Ashanti’s operations, this product is dispatched to various precious metal refineries where the gold is refined to a purity of at least 99.5 percent, in accordance with the standards of “good delivery” as determined by the London Bullion Market Association. It is then sold to bullion banks or refiners. Gold has been a much sought after source of wealth over the centuries, be it as an investment, a store of value or as jewellery. AngloGold Ashanti campaigns actively to promote the demand for gold.

GOLD MARKET

AngloGold Ashanti’s gold is refined at various precious metal refineries. In refined and marketable form, gold normally takes the shape of bars, varying in size from 12.5 kilogram to smaller bars weighing some 1 kilogram or less, all of which contain 99.5 percent gold. Through the refineries the gold is sold directly to bullion banks. Bullion banks are registered commercial banks which deal in gold, distributing bullion bought from mining companies and refineries to markets worldwide. These banks hold consignment stocks in all major physical markets and finance these inventories from the margins they charge physical buyers.

The physical gold market is dominated by the jewellery and investment sectors, which together account for 78 percent of total demand. The balance of gold demand is from the electronics and dentistry industry, as well as the uptake from central banks. While the quantity of gold used in jewellery consumption has decreased over the last decade with the steadily rising gold price, the investment market has largely absorbed available supply. Investment in physical gold involves bar and coin hoarding, medals and other retail investment instruments, as well as the now significant market for exchange traded funds (ETFs).

The gold price averaged $1,668 per ounce for 2012, marking the eleventh consecutive year of average annual price increases. After reaching a record of $1,921 per ounce in September 2011, the gold price failed to reach the same level during 2012.

Although gold has traditional “safe haven” status among financial assets, it did not benefit significantly in 2012. This was largely on account of the continued negative correlation between the dollar gold price and the dollar, in which a stronger dollar tended to cap appreciation in the gold price. This pattern was exacerbated by the fact that investors often sold profitable gold positions.

The announcement by the US Federal Reserve of a further round of quantitative easing in mid-September correlated with a boost in the gold price, however, having averaged $1,651 per ounce over the first three quarters of 2012, the announcement of the third round of quantitative easing (QE3) corresponding with an increase in the gold price average to $1,717 per ounce for the final quarter. As of April 19, 2013, the gold price was $1,404 per ounce.

Investment market

Holdings within the ETF universe showed reasonable growth. Although growth in total gold holdings was lower than that experienced in 2009 and 2010, it was an improvement over 2011. ETF holdings grew by 6.4 million ounces in 2011 which represents growth of 9 percent over the year. In 2012, ETF holdings grew by almost 9.4 million ounces or 12 percent.

Among ETFs, which now include some 32 different funds, the NYSE-listed SPDR Gold Shares (GLD) remained the largest at 43.4 million ounces, or almost half of combined holdings of 88.8 million ounces (as at end 2012). This fund grew by 3.1 million ounces in 2012 and alone accounted for over a third of overall growth in holdings during 2012.

The official sector continued to be a significant source of demand through 2012 with estimates of around 17.2 million ounces (net) bought by various central banks across the globe. The most dominant sources of demand from this sector remain those countries which are not members of the Organization for Economic Co-operation and Development (OECD), such as Brazil, Mexico and South Korea, which added to their gold reserves. In contrast, the third year of the Central Bank Gold Agreement ended at the end of September and total sales of 5 tonnes by its signatories were recorded. This represents the lowest annual sales in any of the agreements.

Bar and coin demand for 2012 failed to match the levels of 2011, declining by 260 tonnes year-on-year. Demand experienced from Europe in 2011 did not materialize again in 2012. However, after a slow start to the first half of the year, Indian demand for bars and coins began to emerge and amounted some 25 percent of total demand for 2012. Demand from China, another important source of demand, was flat at 265 tonnes, primarily due to the slowing of the Chinese economy.

Jewellery markets

A jewellers’ strike and doubling of import duties meant that the first half of the year witnessed very poor demand out of India relative to 2011, down by 24 percent. Sentiment improved in the latter half of the year and India remained the strongest performing market for gold jewellery and, in 2012, accounted for 29 percent of global jewellery fabrication.

Slowing fortunes of the Chinese economy had an impact on jewellery demand from this region, down 4.5 tonnes year-on-year, as consumers cut back on their discretionary spending. Hong Kong maintained its levels of jewellery demand year-on-year at 27 tonnes.

European jewellery demand was similarly affected by economic woes and austerity measures.

The outlook for the gold price remains broadly supportive given the continuation of loose monetary policies in both the United States and Europe. However, there is growing confidence that monetary authorities may have managed the worst of these crises. Austerity measures may continue across Europe and this may weigh on European jewellery demand while further measures by the Indian authorities to curb gold imports mean that jewellery demand from this region will also likely decrease in the short term.

RAW MATERIALS

AngloGold Ashanti uses chemicals including cyanide and lime in the production of gold. These chemicals are available from a large number of suppliers.

South Africa

(Address of Principal Executive Offices)

ME Sanz Perez, Company Secretary, Telephone: +27 11 6376306, Facsimile: +27 86 6750137

E-mail: rsanz@anglogoldashanti.com, 76 Jeppe Street, Newtown, Johannesburg, 2001, South Africa

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered pursuant to Section 12(b) of the Act:

Title of each className of each exchange on which registered

American Depositary Shares

New York Stock Exchange

Ordinary Shares

New York Stock Exchange*

6.00 Percent Mandatory Convertible Subordinated Bonds due 2013

New York Stock Exchange
*

Not for trading, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission

Securities registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

Ordinary Shares of 25 ZAR cents each

383,320,962

E Ordinary Shares of 25 ZAR cents each

1,617,752

A Redeemable Preference Shares of 50 ZAR cents each

2,000,000

B Redeemable Preference Shares of 1 ZAR cent each

778,896

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes x No ¨

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934.

Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing

requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant (1) has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was

required to submit and post such files).

Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

(Check one): Large Accelerated Filer x

Accelerated Filer¨

Non-Accelerated Filer ¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP x

International Financial Reporting Standards as issued by the International Accounting Standards Board¨Other¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨  No x


TABLE OF CONTENTSPage

Presentation of information

3

Certain forward-looking statements

4

Glossary of selected terms

Mining terms

5

Financial terms

8

Currencies

8

Abbreviations

9

Part I:

Item 1:

Identity of directors, senior management and advisors

10

Item 2:

Offer statistics and expected timetable

10

Item 3:

Key information

3A.  

Selected financial data

10
3B.  

Capitalization and indebtedness

14
3C.  

Reasons for the offer and the use of proceeds

14
3D.  

Risk factors

14

Item 4:

Information on the company

41
4A.  

History and development of the company

41
4B.  

Business overview

42
4C.  

Organizational structure

95
4D.  

Property, plants and equipment

96

Item 4A:

Unresolved staff comments

121

Item 5:

Operating and financial review and prospects

122
5A.  

Operating results

123

5B.  

Liquidity and capital resources

149

5C.  

Research and development, patents and licenses, etc

158
5D.  

Trend information

158
5E.  

Off-balance sheet arrangements

158
5F.  

Tabular disclosure of contractual obligations

158

Item 6:

Directors, senior management and employees

6A.  

Directors and senior management

159
6B.  

Compensation

166
6C.  

Board practices

172
6D.  

Employees

177
6E.  

Share ownership

179

Item 7:

Major shareholders and related party transactions

186
7A.  

Major shareholders

188
7B.  

Related party transactions

189
7C.  

Interests of experts and counsel

189

Item 8:

Financial information

  8A.

Consolidated financial statements and other financial information

190

Legal proceedings

190

Dividends

196
8B.

Significant changes

196

Item 9:

The offer and listing

9A.  

Offer and listing details

197
9B.  

Plan of distribution

197
9C.  

Markets

198
9D.  

Selling shareholders

198
9E.  

Dilution

198
9F.  

Expenses of the issue

198

Item 10:

Additional information

10A.

Share capital

199
10B.

Memorandum of Incorporation

202
10C.

Material contracts

213
10D.

Exchange controls

216
10E.

Taxation

217
10F.

Dividends and paying agents

221
10G.

Statement by experts

221
10H.

Documents on display

221
10I. 

Subsidiary information

221

Item 11:

Quantitative and qualitative disclosures about market risk.

222

Item 12:

Description of securities other than equity securities

12A.

Debt securities

229
12B.

Warrants and rights

229
12C.

Other securities

229
12D.

American Depositary Shares

12D.3        Depositary fees and charges

229

12D.4        Depositary payments for 2012

229

Part II:

Item 13:

Defaults, dividend arrearages and delinquencies

230

Item 14:

Material modifications to the rights of security holders and use of proceeds

231

Item 15:

Controls and procedures

232

Item 16A:

Audit committee financial expert

234

Item 16B:

Code of Ethics and Whistleblowing Policies

235

Item 16C:

Principal accountant fees and services

236

Item 16D:

Exemptions from the listing standards for audit committees

236

Item 16E:

Purchases of equity securities by the issuer and affiliated purchasers

236

Item 16F:

Change in registrant’s certifying accountant

237

Item 16G:

Corporate Governance

237

Item 16H:

Mine Safety Disclosure

237

Part III:

Item 17:

Financial statements

238

Item 18:

Financial statements

239 and F pages

Item 19

Exhibits

E pages

PRESENTATION OF INFORMATION

AngloGold Ashanti Limited

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

US GAAP financial statements

The audited consolidated financial statements contained in this annual report on Form 20-F for the years ended December 31, 2012, 2011 and 2010 and as at December 31, 2012 and 2011 have been prepared in accordance with U.S. generally accepted accounting principles (US GAAP).

IFRS financial statements

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

Currency

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

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

See “Item 3A.: Selected financial data – Exchange rate information” for historical information regarding the US dollar/South African rand exchange rate. On April 19, 2013 the interbank US dollar/South African rand exchange rate as reported by OANDA Corporation was R9.17/$1.00.

Non-GAAP financial measures

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

Shares and shareholders

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

CERTAIN FORWARD-LOOKING STATEMENTS

Certain statements contained in this document, other than statements of historical fact, including, without limitation, those concerning the economic outlook for the gold mining industry, expectations regarding gold prices, production, cash costs and other operating results, return on equity, productivity improvements, growth prospects and outlook of AngloGold Ashanti’s operations, individually or in the aggregate, including the achievement of project milestones, the completion and commencement of commercial operations of certain of AngloGold Ashanti’s exploration and production projects and the completion of acquisitions and dispositions, AngloGold Ashanti’s liquidity and capital resources and capital expenditures and the outcome and consequence of any potential or pending litigation or regulatory proceedings or environmental issues, are forward-looking statements regarding AngloGold Ashanti’s operations, economic performance and financial condition.

These forward-looking statements or forecasts involve known and unknown risks, uncertainties and other factors that may cause AngloGold Ashanti’s actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed or implied in these forward-looking statements. Although AngloGold Ashanti believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Accordingly, results and forecasts could differ materially from those set out in the forward-looking statements as a result of among other factors, changes in economic, social and political and market conditions, success of business and operating initiative, changes in the regulatory environment and other government actions, including environmental approval, fluctuations in gold prices and exchange rates, the outcome of pending or future litigation proceedings and business and operational risk management and other factors as determined in “item 3D.: Risk factors” and elsewhere in this annual report. These factors are not necessarily all of the important factors that could cause AngloGold Ashanti’s actual results to differ materially from those expressed in any forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on future results. Consequently, readers are cautioned not to place undue reliance on forward-looking statements.

AngloGold Ashanti undertakes no obligation to update publicly or release any revisions to these forward-looking statements to events or circumstances after the date of this annual report or to reflect the occurrence of unanticipated events, except to the extent required by applicable law. All subsequent written or oral forward-looking statements attributable to AngloGold Ashanti or any person acting on its behalf are qualified by the cautionary statements herein.

GLOSSARY OF SELECTED TERMS

The following explanations are not intended as technical definitions but should assist the reader in understanding terminology used in this annual report. Unless expressly stated otherwise, all explanations are applicable to both underground and surface mining operations.

Mining terms

All injury frequency rate:The total number of injuries and fatalities that occurs per million hours worked.

BIF:Banded Ironstone Formation. A chemically formed iron-rich sedimentary rock.

By-products:Any products that emanate from the core process of producing gold, including silver, uranium and sulfuric acid.

Calc-silicate rock:A metamorphic rock consisting mainly of calcium-bearing silicates such as diopside and wollastonite, and formed by metamorphism of impure limestone or dolomite.

Carbon-in-leach (CIL):Gold is leached from a slurry of gold ore with cyanide in agitated tanks and adsorbed on to carbon granules in the same circuit. The carbon granules are separated from the slurry and treated in an elution circuit to remove the gold.

Carbon-in-pulp (CIP):Gold is leached conventionally from a slurry of gold ore with cyanide in agitated tanks. The leached slurry then passes into the CIP circuit where carbon granules are mixed with the slurry and gold is adsorbed on to the carbon. The granules are separated from the slurry and treated in an elution circuit to remove the gold.

Comminution:Comminution is the crushing and grinding of ore to make gold available for treatment. (See also “Milling”).

Contained gold:The total gold content (tons multiplied by grade) of the material being described.

Cut-off grade (surface mines):The minimum grade at which a unit of ore will be mined to achieve the desired economic outcome.

Depletion:The decrease in the quantity of ore in a deposit or property resulting from extraction or production.

Development:The process of accessing an orebody through shafts and/or tunneling in underground mining operations.

Diorite:An igneous rock formed by the solidification of molten material (magma).

Doré:Impure alloy of gold and silver produced at a mine to be refined to a higher purity, usually consisting of 85 percent gold on average.

Electro-winning:A process of recovering gold from solution by means of electrolytic chemical reaction into a form that can be smelted easily into gold bars.

Elution:Recovery of the gold from the activated carbon into solution before zinc precipitation or electro-winning.

Gold Produced:Refined gold in a saleable form derived from the mining process.

Grade:The quantity of gold contained within a unit weight of gold-bearing material generally expressed in ounces per short ton of ore (oz/t), or grams per metric tonne (g/t).

Greenschist:A schistose metamorphic rock whose green color is due to the presence of chlorite, epidote or actinolite.

Leaching:Dissolution of gold from crushed or milled material, including reclaimed slime, prior to adsorption on to activated carbon.

Life of mine (LOM):Number of years for which an operation is planning to mine and treat ore, and is taken from the current mine plan.

Metallurgical plant:A processing plant constructed to treat ore and extract gold.

Metallurgical recovery factor (MetRF): A measure of the efficiency in extracting gold from the ore deposit.

Milling:A process of reducing broken ore to a size at which concentrating can be undertaken. (See also “Comminution”).

Mine call factor:The ratio, expressed as a percentage, of the total quantity of recovered and unrecovered mineral product after processing with the amount estimated in the ore based on sampling. The ratio of contained gold delivered to the metallurgical plant divided by the estimated contained gold of ore mined based on sampling.

Mineral deposit:A mineral deposit is a concentration (or occurrence) of material of possible economic interest in or on the earth’s crust.

Ore Reserve:That part of a mineral deposit which could be economically and legally extracted or produced at the time of the Ore Reserve determination.

Ounce (oz) (troy):Used in imperial statistics. A kilogram is equal to 32.1507 ounces. A troy ounce is equal to 31.1035 grams.

Pay limit:The grade of a unit of ore at which the revenue from the recovered mineral content of the ore is equal to the sum of total cash costs, closure costs, Ore Reserve development and stay-in-business capital. This grade is expressed as an in-situ value in grams per tonne or ounces per short ton (before dilution and mineral losses).

Precipitate:The solid product of chemical reaction by fluids such as the zinc precipitation referred to below.

Probable Ore Reserve:Ore Reserve for which quantity and grade are computed from information similar to that used for Proven Reserves, but the sites for inspection, sampling, and measurement are further apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for Proven Reserves, is high enough to assume continuity between points of observation.

Productivity:An expression of labor productivity based on the ratio of grams of gold produced per month to the total number of employees in mining operations.

Proven Ore Reserve:Ore Reserve for which the (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade is computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of the Ore Reserve are well established.

Project capital:Capital expenditure to either bring a new operation into production; to materially increase production capacity; or to materially extend the productive life of an asset.

Recovered grade:The recovered mineral content per unit of ore treated.

Reef:A gold-bearing sedimentary horizon, normally a conglomerate band that may contain economic levels of gold.

Refining:The final purification process of a metal or mineral.

Rehabilitation:The process of reclaiming land disturbed by mining to allow an appropriate post-mining use. Rehabilitation standards are defined by country-specific laws, including but not limited to the South African Department of Mineral Resources, the US Bureau of Land Management, the US Forest Service, and the relevant Australian mining authorities, and address among other issues, ground and surface water, topsoil, final slope gradient, waste handling and re-vegetation issues.

Seismic event:A sudden inelastic deformation within a given volume of rock that radiates detectable seismic energy.

Shaft:A vertical or subvertical excavation used for accessing an underground mine; for transporting personnel, equipment and supplies; for hoisting ore and waste; for ventilation and utilities; and/or as an auxiliary exit.

Short ton:Used in imperial statistics. Equal to 2,000 pounds.

Skarn:A rock of complex mineralogical composition, formed by contact metamorphism and metasomatism of carbonate rocks.

Smelting:A pyro-metallurgical operation in which gold is further separated from impurities.

Stope:Underground excavation where the orebody is extracted.

Stripping ratio:The ratio of waste tonnes to ore tonnes mined calculated as total tonnes mined divided by ore tonnes mined.

Stoping:The process of excavating ore underground.

Syngenetic:Formed contemporaneously with the deposition of the sediment.

Tailings:Finely ground rock of low residual value from which valuable minerals have been extracted.

Tailings dam (slimes dam):Dam facilities designed to store discarded tailings.

Tonne:Used in metric statistics. Equal to 1,000 kilograms.

Tonnage:Quantity of material measured in tonnes or tons.

Waste:Material that contains insufficient mineralization for consideration for future treatment and, as such, is discarded.

Yield:The amount of valuable mineral or metal recovered from each unit mass of ore expressed as ounces per short ton or grams per metric tonne.

Zinc precipitation:Zinc precipitation is the chemical reaction using zinc dust that converts gold in solution to a solid form for smelting into unrefined gold bars.

Financial terms

Average number of employees:The monthly average number of production and non-production employees and contractors employed during the year, where contractors are defined as individuals who have entered into a fixed-term contract of employment with a group company or subsidiary. Employee numbers of joint ventures represents the group’s attributable share.

Capital expenditure:Total capital expenditure on tangible assets.

Discontinued operation:A component of an entity that, pursuant to a single plan, has been disposed of or abandoned or is classified as held for sale until conditions precedent to the sale have been fulfilled.

Effective tax rate:Current and deferred taxation charge for the year as a percentage of profit before taxation.

OANDA Corporation:An internet-based provider of forex trading and currency information services.

Rated bonds:The $700 million 5.375 percent bonds due 2020, $300 million 6.5 percent bonds due 2040 and the $750 million 5.125 percent bonds due 2022.

Region:Defines the operational management divisions within AngloGold Ashanti Limited, namely South Africa, Continental Africa (Ghana, Guinea, Mali, Namibia and Tanzania), Australasia, and the Americas (Argentina, Brazil and United States of America).

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

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

STRATE:The licensed Central Securities Depository (CSD) for the electronic settlement of financial instruments in South Africa.

Total cash costs:Total cash costs include site costs for all mining, processing and administration, reduced by contributions from by-products and are inclusive of royalties and production taxes. Depreciation, depletion and amortization, rehabilitation, corporate administration, employee severance costs, capital and exploration costs are excluded. Total cash costs per ounce are the attributable total cash costs divided by the attributable ounces of gold produced.

Total production costs:Total cash costs plus depreciation, depletion and amortization, employee severance costs, rehabilitation and other non-cash costs. Corporate administration and exploration costs are excluded. Total production costs per ounce are the attributable total production costs divided by the attributable ounces of gold produced.

Weighted average number of ordinary shares:The number of ordinary shares in issue at the beginning of the year, increased by shares issued during the year, weighted on a time basis for the period during which they have participated in the income of the group, and increased by share options that are virtually certain to be exercised.

Currencies

$, US$ or dollar

United States dollars

ARS

Argentinean peso

A$ or AUD

Australian dollars

BRL

Brazilian real

or Euro

European Euro

C$ or CAD

Canadian dollars

GHC, cedi or ¢

Ghanaian cedi

N$ or NAD

Namibian dollars

Tsh

Tanzanian Shillings

ZAR, R or rand

South African rands

Abbreviations

ADS

American Depositary Share

ADR

American Depositary Receipt

AIFR

All injury frequency rate

ASX

Australian Securities Exchange

Au

Contained gold

BBSY

Bank Bill Swap Bid Rate

bn

Billion

BEE

Black Economic Empowerment

capex

Capital expenditure

CDI

Chess Depositary Interests

CLR

Carbon Leader Reef

Companies Act

South African Companies Act 71, of 2008

DMTNP

Domestic medium-term notes program

ERP

Enterprise resource planning

FIFR

Fatal injury frequency rate

G or g

Grams

g/t

Grams per tonne

GhDS

Ghanaian Depositary Share

GhSE

Ghana Stock Exchange

JORC

Australasian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves

JIBAR

Johannesburg Interbank Agreed Rate

JSE

JSE Limited (Johannesburg Stock Exchange)

King III

South African King Code on Corporate Governance, 2009

Kg or kg

Kilograms

Km or km

Kilometers

LSE

London Stock Exchange

LIBOR

London Interbank Offer Rate

LOM

Life of mine

M or m

Meter or million, depending on the context

Moz

Million ounces

Mt

Million tonnes or tons

Mtpa

Million tonnes/tons per annum

NYSE

New York Stock Exchange

Oz or oz

Ounces (troy)

oz/t

Ounces per ton

oz/TEC

Ounces per total employee costed

SAMREC

South African Code for the Reporting of Mineral Resources and Mineral Reserves 2007 Edition

SEC

United States Securities and Exchange Commission

SOX

Sarbanes-Oxley Act of 2002

T or t

Tons (short) or tonnes (metric)

Tpa or tpa

Tonnes/tons per annum

US/USA/United States

United States of America

VCR

Ventersdorp Contact Reef

Note:Rounding of figures in this report may result in computational discrepancies.

PART I

ITEM 1: IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not applicable.

ITEM 2: OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3: KEY INFORMATION

3A.

SELECTED FINANCIAL DATA

The selected financial information set forth below for the years ended December 31, 2010, 2011 and 2012 and as at December 31, 2011 and 2012 has been derived from, and should be read in conjunction with, the US GAAP financial statements included under Item 18 of this annual report. The selected financial information for the years ended December 31, 2008 and 2009 and as at December 31, 2008, 2009 and 2010 has been derived from the US GAAP financial statements not included in this annual report.

    

Year ended December 31,

 

 
   2008 (1)  2009  2010  2011  2012 
   $  $  $  $  $ 
    (in millions, except share and per share amounts) 

Consolidated statement of income

      

Sales and other income

   3,730   3,954   5,402   6,642    6,428  

Product sales(2)

   3,655   3,784   5,334   6,570    6,353  

Interest, dividends and other

   75   170   68   72    75  

Costs and expenses

   4,103   4,852   5,021   4,521    5,217  

Operating costs(3)

   2,452   2,543   3,112   3,555    3,876  

Royalties

   78   84   142   193    164  

Depreciation, depletion and amortization

   615   615   720   789    794  

Impairment of assets

   670   8   91   17    367  

Interest expense

   72   123   151   178    213  

Accretion expense

   22   17   22   28    33  

(Profit)/loss on sale of assets, realization of loans, indirect taxes and other

   (64  10   (3  (43  35  

Non-hedge derivative loss/(gain) and movement on bonds

   258   1,452   786   (196  (265

(Loss)/income from continuing operations before income tax and equity income in associates

   (373  (898  381   2,121    1,211  

Taxation (expense)/benefit

   (22  33   (255  (705  (340

Equity (loss)/income in associates

   (149  88   40   59    (23

Net (loss)/income from continuing operations

   (544  (777  166   1,475    848  

Discontinued operations

   23   -   -    -    -  

Net (loss)/income

   (521  (777  166   1,475    848  

Less: Net income attributable to noncontrolling interests

   (42  (48  (54  (50  (19
                     

Net (loss)/income - attributable to AngloGold Ashanti

   (563  (825  112   1,425    829  

Net (loss)/income - attributable to AngloGold Ashanti

      

(Loss)/income from continuing operations

   (586  (825  112   1,425    829  

Discontinued operations

   23   -    -    -    -  
   (563  (825  112   1,425    829  

Basic (loss)/earnings per common share (in $)(4)

      

From continuing operations

   (1.86  (2.30  0.30   3.71    2.15  

Discontinued operations

   0.07   -    -    -    -  

Net (loss)/income - attributable to AngloGold Ashanti common stockholders

   (1.79  (2.30  0.30   3.71    2.15  

Diluted (loss)/income per common share (in $)(4)

      

From continuing operations

   (1.86  (2.30  0.30   3.17    1.61  

Discontinued operations

   0.07   -    -    -    -  

Net (loss)/income - attributable to common stockholders

   (1.79  (2.30  0.30   3.17    1.61  
                     

Dividend per common share (cents)

   13   13   18   34    56  

 

 
   2008    2009    2010    2011    2012  
   $   $   $   $   $ 
   (in millions, except share and per share amounts) 

 

 

Consolidated balance sheet data (as at period end)

          

Cash and cash equivalents and restricted cash

   585    1,112    585    1,147     927  

Other current assets

   2,328    1,646    1,412    1,484     1,863  

Property, plant and equipment and acquired properties, net

   5,579    6,285    6,762    6,902     7,983  

Goodwill and other intangibles, net

   152    180    197    213     305  

Materials on the leach pad (long-term)

   261    324    331    393     445  
Other long-term assets, derivatives, deferred taxation assets and other long-term inventory   546    1,115    1,101    1,046     1,579  
  

 

 

 

Total assets

   9,451    10,662    10,388    11,185     13,102  
  

 

 

 

Current liabilities

   3,458    4,475    1,004    919     1,959  

Provision for environmental rehabilitation

   302    385    530    653     758  

Deferred taxation liabilities

   1,008    1,171    1,200    1,242     1,157  

Other long-term liabilities and derivatives

   1,277    1,186    3,065    2,849     3,380  

Equity(5)

   3,406    3,445    4,589    5,522     5,848  
  

 

 

 

Total liabilities and equity

   9,451    10,662    10,388    11,185     13,102  
  

 

 

 

Capital stock (exclusive of long-term debt and redeemable preferred stock)

 

   12    12    13    13     13  

Number of common shares as adjusted to reflect changes in capital stock

 

       353,483,410    362,240,669    381,204,080    382,242,343     383,320,962  

Net assets

   3,406    3,445    4,589    5,522     5,848  

 

 

(1)

2008 results included the acquisition of the remaining 33 percent shareholding in the Cripple Creek and Victor Gold Mining Company with effect from July 1, 2008. In prior years, the investment was consolidated as a subsidiary. The 2008 accounting treatment is therefore consistent with that of prior years.

(2)

Product sales represent revenue from the sale of gold.

(3)

Operating costs include production costs, exploration costs, related party transactions, general and administrative, market development costs, employment severance costs and other.

(4)

The calculations of basic and diluted (loss)/earnings per common share are described in note 8 to the consolidated financial statements “Income/(loss) per common share”. Amounts reflected exclude E Ordinary shares.

(5)

Includes noncontrolling interests.

Annual dividends

The table below sets forth the amounts of interim, final and total dividends paid in respect of the past five years in cents per ordinary share. In respect of 2012, a fourth quarter dividend of 50 South African cents per ordinary share was declared on February 18, 2013, with a record date of March 15, 2013 and a payment date of March 28, 2013.

  Year ended December 31(1)    2008     2009     2010     2011     2012 

  South African cents per ordinary share

                    

  First quarter

                     100  

  Second quarter

     50       60       65       90       100  

  Third quarter

                 90       50  

  Fourth quarter

     50       70       80       200       50  

  Total

     100       130       145       380       300  

  US cents per ordinary share(2)

                    

  First quarter

                     11.81  

  Second quarter

     6.45       7.66       9.00       12.08       12.10  

  Third quarter

                 10.87       5.76  

  Fourth quarter

     5.00       9.50       11.26       27.50       5.40  

  Total

     11.45       17.16       20.26       50.45       35.07  

(1)

During quarter three of 2011, the Company changed the frequency of dividend payments from half-yearly to quarterly.

(2)

Dividends for these periods were declared in South African cents. US dollar cents per share figures have been calculated based on exchange rates prevailing on each of the respective payment dates.

For further information on the company’s policy on dividend distributions, see “Item 8A: Consolidated statements and other financial information – Annual dividend”.

Exchange rate information

The following table sets forth, for the periods and dates indicated, certain information concerning US dollar/South African rand exchange rates expressed in rands per $1.00. On April 19, 2013, the interbank rate between South African rands and US dollars as reported by OANDA Corporation was R9.17/$1.00.

  Year ended December 31    High     Low     Year end     Average (1) 

  2008(2)

     11.27       6.74       9.30       8.26  

  2009(3)

     10.70       7.21       7.41       8.44  

  2010(3)

     8.08       6.57       6.64       7.34  

  2011(3)

     8.60       6.49       8.14       7.27  

  2012(3)

     8.95       7.46       8.47       8.20  

  2013(3)(4)

     9.31       8.47       9.17       8.96  

(1)

The average rate of exchange on the last business day of each month during the year.

(2)

Based on the noon buying rate in New York City for cable transfers as certified for customs purposes by the Federal Reserve Bank of New York.

(3)

Based on the interbank rate as reported by OANDA Corporation.

(4)

Through to April 19, 2013.

  Exchange rate information for the months of (1)    High     Low 

  October 2012

     8.84       8.30  

  November 2012

     8.95       8.63  

  December 2012

     8.90       8.47  

  January 2013

     9.07       8.47  

  February 2013

     8.99       8.81  

  March 2013

     9.31       8.89  

  April 2013(2)

     9.23       9.08  

(1)

Based on the interbank rate as reported by OANDA Corporation.

(2)

Through to April 19, 2013.

3B.

CAPITALIZATION AND INDEBTEDNESS

Not applicable.

3C.

REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.

3D.

RISK FACTORS

This section describes many of the risks that could affect AngloGold Ashanti. There may however be additional risks unknown to AngloGold Ashanti and other risks, currently believed to be immaterial, that could turn out to be material. Additional risks may arise or become material subsequent to the date of this document. These risks, either individually or simultaneously, could significantly affect the group’s business, financial results and the price of its securities.

Risks related to AngloGold Ashanti’s results of operations and financial condition as a result of factors that impact the gold mining industry generally.

Commodity market price fluctuations could adversely affect the profitability of operations.

AngloGold Ashanti’s revenues are primarily derived from the sale of gold and, to a lesser extent, uranium, silver and sulfuric acid. The company’s current policy is to sell its products at prevailing market prices and not to enter into price hedging arrangements. The market prices for these commodities fluctuate widely. These fluctuations are caused by numerous factors beyond the company’s control. For example, the market price of gold may change for a variety of reasons, including:

speculative positions taken by investors or traders in gold;

monetary policies announced or implemented by central banks, including the US Federal Reserve;

changes in the demand for gold as an investment or as a result of leasing arrangements;

changes in the demand for gold used in jewellery and for other industrial uses, including as a result of prevailing economic conditions;

changes in the supply of gold from production, divestment, scrap and hedging;

financial market expectations regarding the rate of inflation;

the strength of the US dollar (the currency in which the gold price trades internationally) relative to other currencies;

changes in interest rates;

actual or anticipated sales or purchases of gold by central banks and the International Monetary Fund;

gold hedging and de-hedging by gold producers;

global or regional political or economic events; and

the cost of gold production in major gold producing countries.

The market price of gold has been and continues to be significantly volatile. During 2012, the gold price traded from a low of $1,540 per ounce to a high of $1,790 per ounce. On April 19, 2013, the closing price of gold was $1,404 per ounce. The price of gold is often subject to sharp, short-term changes; for example, during the period from Friday, April 12, 2013 through Monday, April 15, 2013, the price of gold dropped $228 per ounce. While the overall supply of and demand for gold can affect its market price, the considerable size of historical mined (i.e., above ground) stocks of the metal means that these factors typically do not affect the gold price in the same manner or degree as for other commodities. In addition, the shift in demand from physical gold to investment and speculative demand may exacerbate the volatility of the gold price.

During 2012, there appeared to develop a relationship between the central banks and the price of gold with the price falling at the prospect of the end of quantitative easing in some of the main economies.

A sustained period of significant gold price volatility may adversely affect the company’s ability to evaluate the feasibility of undertaking new capital projects, or the continuity of existing operations, or to make other long-term strategic decisions. The use of lower gold prices in reserve calculations and life-of-mine plans could result in material write-downs of the company’s investment in mining properties and increased amortization, reclamation and closure charges.

The spot price of uranium has been volatile in past years. During 2012, the price varied between a low of approximately $41 per pound and a high of $53 per pound. On April 19, 2013, the spot price of uranium was $41 per pound. Uranium prices can be affected by several factors, including demand for nuclear reactors, uranium production shortfalls and restocking by utilities. Events like those surrounding the earthquake and tsunami that occurred in Japan in 2011 can also have a material impact on the price of and demand for uranium.

The price of silver has experienced significant fluctuations. From a low of $26 per ounce in January 2012, the price rose steadily to reach a high of $37 per ounce in February 2012. By December 2012, the price had dropped to approximately $30 per ounce. Factors affecting the price of silver include investor demand, physical demand for silver bars, industrial and retail off-take, and silver coin minting. On April 19, 2013, the price of silver was $23 per ounce.

If revenue from sales of gold, uranium, silver or sulfuric acid falls below their respective cost of production for an extended period, AngloGold Ashanti may experience losses or be forced to change its dividend payment policies and curtail or suspend some or all of its exploration projects and existing operations. Declining commodities prices may also force a reassessment of the feasibility of a particular project or projects, which could cause substantial delays or interrupt operations until the reassessment can be completed.

Foreign exchange fluctuations could have a material adverse effect on AngloGold Ashanti’s results of operations and financial condition.

Gold is principally a US dollar-priced commodity and most of the company’s revenues are realized in, or linked to, US dollars while production costs are largely incurred in the local currency where the relevant operation is located. Given the company’s global operations and local foreign exchange regulations, some of its funds are held in local currencies, such as the South African rand, Ghanaian cedi, Brazilian real, Argentinean peso and the Australian dollar.

Exchange rate movements may have a material impact on AngloGold Ashanti’s operating results. For example, the company estimates that a 1 percent strengthening of all of the South African rand, Brazilian real, the Argentinean peso or the Australian dollar against the US dollar will, other factors remaining equal, result in an increase in total cash costs under IFRS of approximately $6 per ounce or approximately 1 percent of the company’s total cash costs. The impact on cash costs determined under US GAAP may be different.

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

Fuel, energy and consumables, including diesel, heavy fuel oil, chemical reagents, explosives, tyres, steel and mining equipment consumed in mining operations form a relatively large part of the operating costs and capital expenditure of any mining company.

AngloGold Ashanti has no influence over the cost of these consumables, many of which are linked to some degree to the price of oil and steel.

The price of oil has recently been volatile, fluctuating between $88.40 and $130.57 per barrel of Brent crude in 2012. As of April 19, 2013, the price of oil was at $100.09 per barrel of Brent Crude. AngloGold Ashanti estimates that for each US dollar per barrel rise in the oil price, other factors remaining equal, the total cash costs under IFRS of all its operations increases by approximately $0.90 per ounce. The impact on cash costs determined under US GAAP may be different. The cash costs of certain of the company’s mines, particularly Yatela, Sadiola, Siguiri, Geita, Navachab, Morila, and Cripple Creek & Victor, are most sensitive to changes in the price of oil.

Furthermore, the price of steel has also been volatile. Steel is used in the manufacture of most forms of fixed and mobile mining equipment, which is a relatively large contributor to the operating costs and capital expenditure of a mine. For example, the price of flat hot rolled coil (North American Domestic FOB) steel traded between $590 per tonne and $733 per tonne in 2012. On April 19, 2013, the price of flat hot rolled coil (North American Domestic FOB) was $609 per tonne.

Fluctuations in oil and steel prices have a significant impact on operating costs and capital expenditure estimates and, in the absence of other economic fluctuations, could result in significant changes in the total expenditure estimates for new mining projects or render certain projects non-viable.

Energy cost increases and power fluctuations and stoppages could adversely impact the company’s results of operations and financial condition.

Increasing global demand for energy, concerns about nuclear power, and the limited growth of new supply are impacting the price and supply of energy. The transition of emerging markets to higher energy consumption, carbon taxation as well as unrest and potential conflict in the Middle East, among other factors, could result in increased demand or constrained supply and sharply escalating oil and energy prices.

AngloGold Ashanti’s mining operations are substantially dependent upon electrical power generated by local utilities or by power plants situated at some of its operations. The unreliability of these local sources of power can have a material effect on the company’s operations, as large amounts of power are required for exploration, development, extraction, processing and other mining activities on the company’s properties.

In South Africa, the company’s operations are dependent on electricity supplied by one state-owned power generation company, Eskom. Electricity is used for most business and safety-critical operations that include cooling, hoisting and dewatering. Loss of power can therefore impact production, employee safety and prolonged outages could lead to flooding of workings and ore sterilization. In 2008, Eskom and the South African government declared a national emergency and warned that they could no longer guarantee the availability of electricity due to a national supply shortage blamed on coal supply shortages and unplanned generation-set outages as a result of maintenance backlog and asset age. The entire country went into a program of rolling blackouts and AngloGold Ashanti and other mining companies operating in South Africa were forced in late January until mid-March of 2008 to temporarily suspend mining operations at their mines. In addition, lightning damage to power stations can result in power interruptions at our operations. In this regard, AngloGold Ashanti’s two main operational sites in the West Wits region in South Africa had all main power interrupted between March 13, 2013 and March 15, 2013 after a fire caused by lightning damaged a transformer at a main regional substation. The power supply to AngloGold Ashanti’s South African operations may be curtailed or interrupted again in the future. A warning of the “very high” risk of blackouts was re-issued at the start of 2011 and again in 2012. While a national energy conservation program is in place, Eskom cannot guarantee that there will be no power interruptions and is again facing very tight supply reserve margins in 2013, which we expect to continue at least until the new coal fired Medupi Power Station starts to come on line in early 2014.

Eskom and the National Energy Regulator of South Africa (NERSA) recognize the need to increase electricity supply capacity and a series of tariff increases and proposals have been enacted to assist in the funding of this expansion. In 2010, NERSA approved an annual increase of 24.8 percent for 2010, 25.8 percent for 2011, 25.9 percent for 2012, and 16.0 percent for 2013. The actual increase implemented for 2012 was lowered to 16.09 percent after government intervention, but there can be no assurance as to the existence or nature of any government intervention in the future. In February 2013, NERSA announced that Eskom would be allowed to increase electricity tarriffs at an average yearly rate of 8 percent between 2013 and 2018. This increase is half the 16 percent sought by the utility in its application. As energy represents a large proportion of the company’s operating costs in South Africa, these increases have had, and any future increases will have, a materially adverse impact on the cash costs of its South African operations.

The company has also identified a risk of energy shortages in Argentina and the DRC. Furthermore, all of the company’s mining operations in Ghana depend on hydroelectric power supplied by the state-controlled Volta River Authority (VRA), which is supplemented by thermal power from the Takoradi plant and a smaller unit at Tema. During periods of below average inflows from the Volta reservoir, electricity supplies from the Akosombo Dam, the VRA’s primary generation source, may be curtailed as occurred in 1998, 2006 and the first half of 2007. During periods of limited electricity availability, the grid is subject to disturbances and voltage fluctuations which can damage equipment. Recent disruptions in natural gas supply from Nigeria, via the West Africa Gas Pipeline, has led to some reduction in thermal generation capacity and the use of more expensive light crude oil which is putting upward pressure on power tariffs. In the past, the VRA has obtained power from neighboring Côte d’Ivoire, which has intermittently experienced political instability and civil unrest. AngloGold Ashanti negotiates rates directly with the VRA and the VRA may not agree to a satisfactory rate during future rounds of negotiations.

The company’s mining operations in Guinea, Tanzania and Mali are dependent on power supplied by outside contractors and supplies of fuel are delivered by road. Power supplies have been disrupted in the past, resulting in production losses due to equipment failure.

Increased energy prices could negatively impact operating costs and cash flow of AngloGold Ashanti’s operations.

Global economic conditions could adversely affect the profitability of operations.

AngloGold Ashanti’s operations and performance depend significantly on worldwide economic conditions. The global financial markets have experienced considerable volatility from uncertainty surrounding the level and sustainability of the sovereign debt of various countries. Concerns remain regarding the sustainability of the European Monetary Union and its common currency, the euro, in their current form, as well as the negative impacts of the recent downgrade of the sovereign credit rating of the Republic of South Africa. These conditions and other disruptions to international credit markets and financial systems have caused a loss of investor confidence and resulted in widening credit spreads, a lack of price transparency, increased credit losses and tighter credit conditions. Despite the aggressive measures taken by governments and central banks so far, economic recovery has been extremely slow. A significant risk remains that these measures may not prevent the global economy from falling back into an even deeper and longer lasting recession or even a depression.

A global economic downturn and recession may have follow-on effects on AngloGold Ashanti’s business that include inflationary cost pressures and commodity market fluctuations.

Other effects could, for example, include:

the insolvency of key suppliers or contractors which could result in contractual breaches and in a supply chain breakdown;

the insolvency of one or more joint venture partners which could result in contractual breaches and disruptions at the operations of the company’s joint ventures;

changes in other income and expense which could vary materially from expectations, depending on gains or losses realized on the sale or exchange of financial instruments, and impairment charges that may be incurred with respect to investments;

AngloGold Ashanti’s defined benefit pension fund may not achieve expected returns on its investments, which could require the company to make substantial cash payments to fund any resulting deficits;

a reduction in the availability of credit which may make it more difficult for the company to obtain financing for its operations and capital expenditures or make that financing more costly; and

exposure to the liquidity and insolvency risks of the company’s lenders and customers;

any of which could negatively affect AngloGold Ashanti’s financial results.

Inflation may have a material adverse effect on results of operations.

Many of AngloGold Ashanti’s operations are located in countries that have experienced high rates of inflation during certain periods. It is possible that significantly higher future inflation in the countries in which the company operates may result in an increase in operational costs in local currencies (without a concurrent devaluation of the local currency of operations against the dollar or an increase in the dollar price of gold). This could have a material adverse effect on the company’s results of operations and financial condition. Significantly higher and sustained inflation, with a consequent increase in operational costs, could result in the rationalization of higher cost mines or projects.

Mining companies face many risks related to the development of mining projects that may adversely affect the company’s results of operations and profitability.

The profitability of mining companies depends partly on the actual costs of developing and operating mines, which may differ significantly from estimates determined at the time the relevant project was approved following completion of its feasibility study. Development of mining projects may also be subject to unexpected problems and delays that could increase the development and operating costs of the relevant project.

AngloGold Ashanti’s decision to develop a mineral property is typically based on the results of a feasibility study. Feasibility studies estimate the expected or anticipated economic returns from the project. These estimates are based on assumptions regarding:

future prices of gold, uranium, silver and other metals;

future currency exchange rates;

tonnage, grades and metallurgical characteristics of ore to be mined and processed;

anticipated recovery rates of gold, uranium, silver and other metals extracted from the ore;

anticipated capital expenditure and cash operating costs; and

required return on investment.

Actual cash operating costs, production and economic returns may differ significantly from those anticipated by such studies and estimates. Operating costs and capital expenditure are to a significant extent driven by the cost of commodity inputs consumed in mining, including fuel, chemical reagents, explosives, tyres and steel, and also by credits from by-products, such as silver and uranium. They could also fluctuate considerably as a result of changes in the prices of mining equipment used in the construction and operation of mining projects.

There are a number of uncertainties inherent in the development and construction of a new mine or the extension of an existing mine. In addition to those discussed above, these uncertainties include the:

timing and cost of construction of mining and processing facilities, which can be considerable;

availability and cost of mining and processing equipment;

availability and cost of skilled labor, power, water and transportation;

availability and cost of appropriate smelting and refining arrangements;

applicable requirements and time needed to obtain the necessary environmental and other governmental permits; and

availability of funds to finance construction and development activities.

The remote location of many mining properties, permitting requirements and/or delays, third-party legal challenges to individual mining projects and broader social or political opposition to mining may increase the cost, timing and complexity of mine development and construction. New mining operations could experience unexpected problems and delays during the development, construction, commissioning and commencement of production. AngloGold Ashanti may prove unable to successfully develop the La Colosa and Gramalote projects as well as other potential exploration sites in Colombia due to difficulties that could arise in relation to, for example, social and community opposition, litigation, ore body grades, definition of adequate reserves and resources, and the time taken to prove project feasibility that could result in the expiry of permits. For example, on March 11, 2013, Cortolima, a regional environmental authority in Colombia, issued an injunction against AngloGold Ashanti’s Colombian subsidiary, alleging that the subsidiary was operating without proper permits and was engaging in activity that was harmful to the environment. Furthermore, at around the same period in time, access to an AngloGold Ashanti drilling site was blockaded by residents of a nearby community.

Accordingly, AngloGold Ashanti’s future development activities may not result in the expansion or replacement of current production, or one or more new production sites or facilities may be less profitable than anticipated or may be loss-making. The company’s operating results and financial condition are directly related to the success of its project developments. A failure in the company’s ability to develop and operate mining projects in accordance with, or in excess of, expectations could negatively impact its results of operations, as well as its financial condition and prospects.

Mining companies face uncertainty and risks in exploration, feasibility studies and other project evaluation activities.

AngloGold Ashanti must continually replace Ore Reserve depleted by mining and production to maintain or increase production levels in the long term. This is undertaken by exploration activities that are speculative in nature. The ability of the company to sustain or increase its present levels of gold production depends in part on the success of its projects and it may be unable to sustain or increase such levels. For example, in South Africa, the company experienced declining production rates (1.213 million ounces of gold in 2012, compared with 1.624 million ounces of gold in 2011 and 1.784 million ounces in 2010), principally due to continued safety and associated stoppages, mining flexibility constraints and overall falls in grades. The significant decrease in 2012 was also mainly attributable to the industrial strike action at the company’s South African mines, which resulted in the loss of production of 235,000 ounces of gold.

Feasibility studies and other project evaluation activities necessary to determine the current or future viability of a mining operation are often unproductive. Such activities often require substantial expenditure on exploration drilling to establish the presence, extent and grade (metal content) of mineralized material. AngloGold Ashanti undertakes feasibility studies to estimate the technical and economic viability of mining projects and to determine appropriate mining methods and metallurgical recovery processes. These activities are undertaken to estimate the Ore Reserve.

Once mineralization is discovered, it may take several years to determine whether an adequate Ore Reserve exists, during which time the economic feasibility of the project may change due to fluctuations in factors that affect both revenue and costs, including:

future prices of metals and other commodities;

future foreign currency exchange rates;

the required return on investment as based on the cost and availability of capital; and

applicable regulatory requirements, including environmental, health and safety matters.

Feasibility studies also include activities to estimate the anticipated:

tonnages, grades and metallurgical characteristics of the ore to be mined and processed;

recovery rates of gold, uranium and other metals from the ore; and

capital expenditure and cash operating costs.

These estimates depend on assumptions made on available data. Ore Reserve estimates are not precise calculations and depend on the interpretation of limited information on the location, shape and continuity of the mineral occurrence and on available sampling results. Further exploration and feasibility studies can result in new data becoming available that may change previous Ore Reserve estimates and impact the technical and economic viability of production from the project. Changes in the forecast prices of commodities, exchange rates, production costs or recovery rates may change the economic status of reserves resulting in revisions to previous Ore Reserve estimates. These revisions could impact depreciation and amortization rates, asset-carrying amounts, provisions for closedown, restoration and environmental rehabilitation costs.

AngloGold Ashanti undertakes annual revisions to its Ore Reserve estimates based upon actual exploration and production results, depletion, new information on geology, model revisions and fluctuations in production, economic assumptions and operating and other costs. These factors may result in reductions in Ore Reserve estimates, which could adversely affect life-of-mine plans and consequently the total value of the company’s mining asset base. Ore Reserve restatements could negatively affect the company’s results of operations, as well as its financial condition and prospects.

The increased overall demand for gold and other commodities, combined with a declining rate of discovery of new gold Ore Reserve in recent years, has resulted in the accelerated depletion of the existing Ore Reserve across the global gold sector. AngloGold Ashanti therefore faces intense competition for the acquisition of attractive mining properties. From time to time, the company evaluates the acquisition of an Ore Reserve, development properties or operating mines, either as stand-alone assets or as part of companies. AngloGold Ashanti’s decision to acquire these properties has been based on a variety of factors including historical operating results, estimates and assumptions regarding the extent of the Ore Reserve, cash and other operating costs, gold prices, projected economic returns and evaluations of existing or potential liabilities associated with the relevant property and its operations and how these factors may change in future. Other than historical operating results, these factors are uncertain and could have an impact on revenue, cash and other operating costs, as well as the process used to estimate the Ore Reserve.

As a result of these uncertainties, exploration and acquisitions by the company may not result in the expansion or replacement of current production or the maintenance of its existing Ore Reserve net of production or an increase in Ore Reserve. AngloGold Ashanti’s results of operations and financial condition are directly related to the success of its exploration and acquisition efforts and ability to replace or increase the existing Ore Reserve. If the company is not able to maintain or increase its Ore Reserve, its results of operations as well as its financial condition and prospects could be adversely affected.

Mining companies face many risks related to their operations that may adversely impact cash flows and overall profitability.

Gold mining is susceptible to events that may adversely impact a mining company’s ability to produce gold and meet production and cost targets. These events include, but are not limited to:

environmental, as well as health and safety incidents during production or transportation resulting in injury, loss of life, or damage to equipment;

ground and surface water pollution;

social or community disputes or interventions;

security incidents;

surface or underground fires or explosions;

electrocution;

falls from heights and accidents relating to mobile machinery, including shaft conveyances and elevators, drilling blasting and mining operations;

labor force disputes and disruptions;

loss of information integrity or data;

activities of illegal or artisanal miners;

shortages in material and equipment;

mechanical failure or breakdowns and ageing infrastructure;

failure of unproven or evolving technologies;

energy and electrical power supply interruptions or rationing;

unusual or unexpected geological formations, ground conditions, including lack of mineable face length, and ore-pass blockages;

water ingress and flooding;

process water shortages;

metallurgical conditions and gold recovery;

unexpected decline of ore grade;

unanticipated increases in gold lock-up and inventory levels at heap-leach operations;

fall-of-ground accidents in underground operations;

cave-ins, sinkholes, subsidence, rock falls, rock bursts, or landslides;

failure of mining pit slopes, heap-leach facilities, water or solution dams, waste stockpiles and tailings dam walls;

legal and regulatory restrictions and changes to such restrictions;

safety-related stoppages;

gold bullion theft;

corruption, fraud and theft;

allegations of human rights abuses;

seismic activity; and

other natural phenomena, such as floods, droughts or weather conditions, potentially exacerbated by climate change.

Seismic activity is of particular concern in underground mining operations, particularly in South Africa due to the extent and extreme depth of mining, and also in Australia and Brazil due to the depth of mining and residual tectonic stresses. Despite modifications to mine layouts and support technology, as well as other technological improvements employed with a view to minimizing the incidence and impact of seismic activity, seismic events have caused death and injury to employees and contractors and may do so again in future, and have in the past and may again result in safety-related stoppages.

Seismic activity may also cause the loss of mining equipment, damage to or destruction of mineral properties or production facilities, monetary losses, environmental damage and potential legal liabilities. As a result, these events may have a material adverse effect on AngloGold Ashanti’s results of operations and financial condition. For example, in early 2011, mining of the Ventersdorp Contact Reef shaft pillar at Tau Tona was suspended following a significant seismic event. New equipment had to be purchased and the shutdown contributed to the decline in the operational output of the mine as compared to the previous year.

In the past, floods have also disrupted the operations of some of the company’s mines. For example, unprecedented heavy rains in February and March 2011 in Australia flooded the Sunrise Dam Gold Mine and forced a temporary shutdown of operations. The flood event impacted underground production for approximately four months and open pit production for approximately six months. Despite the shutdown, full costs were incurred as the mining contractors worked on remedial activities to repair damage and rehabilitate flooded areas. The considerable remedial work required adversely impacted cash costs per ounce and the impact of the flood event and the pit wall failure together significantly reduced planned production at the plant.

Mining companies’ operations are vulnerable to infrastructure constraints.

Mining, processing, development and exploration activities depend on adequate infrastructure. Reliable rail, ports, roads, bridges, power sources, power transmission facilities and water supply are critical to the company’s business operations and affect capital and operating costs. These infrastructure and services are often provided by third parties whose operational activities are outside the control of the company.

Interferences in the maintenance or provision of infrastructure, including unusual weather phenomena, sabotage and social unrest, could impede the company’s ability to deliver its products on time and adversely affect AngloGold Ashanti’s business, results of operations and financial condition.

Establishing infrastructure for the company’s development projects requires significant resources, identification of adequate sources of raw materials and supplies, and necessary co-operation from national and regional governments, none of which can be assured.

AngloGold Ashanti has operations or potential development projects in countries where government-provided infrastructure may be inadequate and regulatory regimes for access to infrastructure may be uncertain, which could adversely impact the efficient operation and expansion of its business. AngloGold Ashanti may not secure and maintain access to adequate infrastructure in the future, or it may not do so on reasonable terms.

Mining companies face strong competition.

The mining industry is competitive in all of its phases. AngloGold Ashanti competes with other mining companies and individuals for specialized equipment, components and supplies necessary for exploration and development, for mining claims and leases on exploration properties and for the acquisition of mining assets. These competitors may have greater financial resources, operational experience and technical capabilities than AngloGold Ashanti. Competition may increase AngloGold Ashanti’s cost of acquiring suitable claims, properties and assets.

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

Gold mining operations are subject to extensive health and safety laws and regulations in every jurisdiction they operate in. These laws and regulations, along with international and industry standards, designed to protect and improve the safety and health of employees, require extensive compliance measures.

From time to time, new or updated health and safety laws, regulations and standards are introduced. Should compliance with these require a material increase in expenditure or material changes or interruptions to operations or production, including as a result of any failure to comply with applicable regulations, the company’s results of operations and financial condition could be adversely affected. Furthermore, AngloGold Ashanti is implementing an enhanced safety program, which could result in additional costs for the company.

In some of the jurisdictions in which AngloGold Ashanti operates, the government enforces compulsory shutdowns of operations to enable investigations into the cause of accidents. Certain of the company’s operations have been temporarily suspended for safety reasons in the past. In South Africa, in particular, so-called ‘Section 54 safety stoppages’ have become a significant issue. In 2011, the Inspector of Mines ordered the shutdown of entire mines in cases of relatively minor violations, which had a material impact on production at these mines. In particular, the Inspector issued Kopanang eleven Section 54 notices during 2011. Each notice resulted in Kopanang suspending operations either fully or partially in order to comply with the inspector’s recommendations on safety.

Safety-related stoppages resulted in the direct loss of 72,900 and 72,400 ounces of gold production during 2011 and 2012, respectively, in South Africa.

A working group comprised of the inspectorate, the mining industry and organized labor has been formed to address the trend of increasing safety stoppages in South Africa. However, the working group may not agree on how to address this issue and the number of safety stoppages may continue or even increase in the future.

AngloGold Ashanti’s reputation could be damaged by any significant governmental investigation or enforcement of health and safety laws, regulations or standards. Any of these factors could have a material adverse effect on the company’s results of operations and financial condition.

Mining companies are increasingly required to operate in a sustainable manner and to provide benefits to affected communities. Failure to comply with these requirements can result in legal suits, additional operational costs, investor divestment, loss of ‘social licence to operate’, and adversely impact mining companies’ financial condition.

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

These businesses are under pressure to demonstrate that while they seek a satisfactory return on investment for shareholders, human rights are respected and other social partners, including employees, host communities and more broadly the countries in which they operate, also benefit from their commercial activities. Such pressures tend to be particularly focused on companies whose activities are perceived to have, or have, a high impact on their social and physical environment. The potential consequences of these pressures and the adverse publicity in cases where companies are believed not to be creating sufficient social and economic benefit may result in additional operating costs, reputational damage, active community opposition, allegations of human rights abuses, legal suits and investor withdrawal.

Existing and proposed mining operations are often located at or near existing towns and villages, natural water courses and other infrastructure. As the impacts of dust generation, waste storage, water pollution or shortage, in particular, may be immediate and directly adverse to those communities, poor environmental management practices, or adverse changes in the supply or quality of water can result in community protest, regulatory sanctions or ultimately in the withdrawal of community and government support for company operations. For example, opposition to mining activity in the Tolima province of Colombia, which hosts the La Colosa deposit, has centered on the perception that large-scale mining activity will have a detrimental impact on the region’s river systems.

Mining operations must be designed to minimize their impact on such communities and the environment, either by changing mining plans to avoid such impact, by modifying operations, or by relocating the affected people to an agreed location. Responsive measures may also include the full restoration of livelihoods of those impacted.

In addition, as AngloGold Ashanti has a long history of mining operations in certain regions, issues may arise regarding historical as well as potential future environmental or health impacts in those areas. For example, certain parties, including non-governmental organizations, community groups and institutional investors, have raised concerns about surface and groundwater quality, among other issues, in the area surrounding the company’s Obuasi and Iduapriem mines in Ghana, including potential impacts to local rivers and wells used for water from heavy metals, arsenic and cyanide as well as sediment and mine rock waste.

Disputes with surrounding communities may also affect mining operations, particularly where they result in restrictions of access to supplies and to mining operations. The miners’ access to land may be subject to the rights or asserted rights of various community stakeholders, including indigenous people. Access to land and land use is of critical importance to the company for exploration and mining, as well as for ancillary infrastructure. In some cases, AngloGold Ashanti has had difficulty gaining access to new land because of perceived poor community compensation practices. For example, compensation remains a significant area of concern in Siguiri in Guinea. In 2011, a violent community protest interrupted operations for three days, which contributed to the project’s decline in production as compared to 2010. Delays in projects attributable to a lack of community support can translate directly into a decrease in the value of a project or into an inability to bring the project to production.

The cost of measures and other issues relating to the sustainable development of mining operations could place significant demands on personnel resources, could increase capital and operating costs and could have an adverse impact on AngloGold Ashanti’s reputation, results of operations and financial condition.

Mining companies are subject to extensive environmental laws and regulations.

Mining companies are subject to extensive environmental laws and regulations in the various jurisdictions in which they operate in addition to international standards. These regulations and standards establish limits and conditions on a miner’s ability to conduct its operations and govern, among other things, extraction, use and conservation of water resources; air emissions (including dust control) and water treatment and discharge; regulatory and community reporting; clean-up of contamination; worker safety and community health; and the generation, transportation, storage and disposal of solid and hazardous wastes, such as acids, radioactive materials, and mine tailings.

The cost of compliance with environmental laws and regulations is expected to continue to be significant to AngloGold Ashanti. AngloGold Ashanti could incur fines, penalties and other sanctions, clean-up costs, and third-party claims for personal injury or property damages, suffer reputational damage, or be required to install costly pollution control equipment or to modify or suspend operations, as a result of actual or alleged violations of environmental laws and regulations. In addition, unknown environmental hazards may exist on the company’s properties which may have been caused by previous owners or operators.

For example, in 2010 AngloGold Ashanti’s Obuasi mine in Ghana suspended gold processing operations for five days to implement a revised water management strategy aimed at reducing contaminants contained in its discharge. Brief stoppages after environmental incidents, such as pipeline failures, have occurred more recently at that mine. Furthermore, following a temporary suspension of operations at the Iduapriem mine, the company, with the approval of the Ghana Environmental Protection Agency, constructed an interim tailings storage facility for tailings deposition for a year while a new tailings storage facility was being constructed. The company continues to seek to make improvements in water quality management to reduce the risk of unpermitted and/or accidental discharges and, in addition, it is currently investigating allegations of impacts on water quality in the area of these mines.

Failure to comply with applicable environmental laws and regulations may also result in the suspension or revocation of operating permits. AngloGold Ashanti’s ability to obtain and maintain permits and to successfully operate in particular communities may be adversely impacted by real or perceived effects on the environment or human health and safety associated with AngloGold Ashanti’s or other mining companies’ activities.

For example, in Colombia, various plaintiffs, including associations that represent local communities, have brought legal proceedings against AngloGold Ashanti Colombia S.A. (AGAC) alleging that AGAC has violated applicable environmental laws in connection with the La Colosa project. If the plaintiffs were to prevail, AGAC’s three core concession contracts relating to the La Colosa project may be cancelled, AGAC would be required to abandon the La Colosa project and all other existing mining concession contracts and pending proposals for new mining concession contracts of AGAC, though not those of other companies of the AngloGold Ashanti group operating in Colombia. In addition, AGAC would be banned from doing business with the Colombian government for a period of five years. See Item 8A.: – “Legal proceedings”.

Environmental laws and regulations are continually changing and are generally becoming more stringent. Changes to AngloGold Ashanti’s environmental compliance obligations or operating practices could adversely affect the company’s rate of production and revenue. Variations in laws and regulations, assumptions made to estimate liabilities, standards or operating procedures, more stringent emission or pollution thresholds or controls, or the occurrence of unanticipated conditions, may require operations to be suspended or permanently closed, and could increase AngloGold Ashanti’s expenses and provisions. These expenses and provisions could adversely affect the company’s results of operations and financial condition.

For example, the use of sodium cyanide in metallurgical processing is under increasing environmental scrutiny and is prohibited for certain jurisdictions. As there are few, if any, effective substitutes in extracting gold from the ore, any ban or material restrictions on the use of sodium cyanide in mining operations in the jurisdictions where AngloGold Ashanti conducts its operations could adversely affect the company’s results of operations and financial condition. In addition, leaks or discharges of sodium cyanide or other hazardous materials could result in liabilities for clean-up or personal injury that may not be covered by insurance.

AngloGold Ashanti’s operations are heavily dependent upon access to substantial volumes of water for use in the mining and extractive processes and typically are subject to water-use permits that govern usage and require, among other things, that mining operations maintain certain water quality upon discharge. Water quality and usage are areas of concern globally, such as with respect to the company’s mining operations in Ghana and South Africa and its exploration projects in Colombia, where there is significant potential environmental and social impact and a high level of stakeholder scrutiny. Any failure by the company to secure access to suitable water supplies, or achieve and maintain compliance with applicable requirements of the permits or licenses, could result in curtailment or halting of production at the affected operation. Incidents of water pollution or shortage can, in extreme cases, lead to community protest and ultimately to the withdrawal of community and government support for our operations. Water scarcity has been identified as a significant risk at AngloGold Ashanti’s US operation in particular. Production at the Cripple Creek & Victor Gold Mining Company’s Cresson mine continued to be affected by a severe drought in 2011 and 2012. The lack of water reduced percolation through the heap-leach pad, which curtailed production and productivity.

Mining and mineral processing operations generate waste rock and tailings. The impact of dust generation, breach, leak, or failure of a waste rock or tailings storage facility, can be significant. An incident at AngloGold Ashanti’s operations could lead to, among others, obligations to remediate environmental contamination and claims for property damage and personal injury from adjacent communities. Incidents at other companies’ operations could result in governments tightening regulatory requirements and restricting mining activities.

In addition, mining companies are required by law to close their operations at the end of the mine life and rehabilitate the lands mined. Estimates of total ultimate closure and rehabilitation costs for gold mining operations are significant and based principally on life-of-mine profiles, changing inflation and discount rate assumptions, changing designs of tailing storage facilities and current legal and regulatory requirements that may change materially. Environmental liabilities are accrued when they become known, probable and can be reasonably estimated. Increasingly, regulators are seeking security in the form of cash collateral or bank guarantees in respect of environmental obligations, which could have an adverse impact on AngloGold Ashanti’s financial condition.

AngloGold Ashanti’s discounted closure liability was US$758 million as at December 31, 2012 compared with US$653 million as at December 31, 2011. The reasons for the change were new damage from current mining operations, new damage from building of new mining areas, the acquisition of Mine Waste Solutions, changes in

estimates for new life of mine calculations and changes in discount rates. Costs associated with rehabilitating land disturbed by mining processes and addressing environmental, health and community issues are estimated and financial provision made based upon current available information. Estimates may, however, be insufficient and further costs may be identified at any stage that may exceed the provisions that AngloGold Ashanti has made. Any underestimated or unidentified rehabilitation costs would reduce earnings and could materially and adversely affect the company’s asset values, earnings and cash flows.

Compliance with emerging climate change regulations could result in significant costs and climate change may present physical risks to a mining company’s operations.

Greenhouse gases (GHGs) are emitted directly by AngloGold Ashanti’s operations, as well as by external utilities from which AngloGold Ashanti purchases power. Currently, a number of international and national measures to address or limit GHG emissions, including the Kyoto Protocol, the Copenhagen Accord and the Durban Platform, are in various phases of discussion or implementation in the countries in which the company operates. In particular, the Durban Platform commits all parties to the conference to develop a global mitigation regime which could take effect in 2020, with the specific terms of that legally binding accord, including individual targets, to be finalized by 2015. These, or future, measures could require AngloGold Ashanti to reduce its direct GHG emissions or energy use or to incur significant costs for GHG emissions permits or taxes or have these costs or taxes passed on by electricity utilities which supply the company’s operations. AngloGold Ashanti also could incur significant costs associated with capital equipment, GHG monitoring and reporting and other obligations to comply with applicable requirements. For example, on July 1, 2012, the Australian Government introduced a carbon tax on GHG emissions. It also plans to implement an emissions trading scheme beginning in July 2015. Other countries, including South Africa, Brazil and the United States, have passed or are considering GHG trading or tax schemes, and/or other regulation of GHG emissions, although the precise impact on AngloGold Ashanti’s operations cannot yet be determined.

In addition, AngloGold Ashanti’s operations could be exposed to a number of physical risks from climate change, such as changes in rainfall rates, rising sea levels, reduced water availability, higher temperatures and extreme weather events. Events or conditions such as flooding or inadequate water supplies could disrupt mining and transport operations, mineral processing and rehabilitation efforts, create resource shortages or damage the company’s property or equipment and increase health and safety risks on site. Such events or conditions could have other adverse effects on the company’s workforce and on the communities around its mines, such as an increased risk of food insecurity, water scarcity and prevalence of disease.

Compliance with ‘conflict materials’ and ‘responsible gold’ legislation and standards could result in significant costs.

There are ever more stringent standards relating to ‘conflict minerals’ and ‘responsible’ gold that include the: US Dodd-Frank Act; World Gold Council Conflict Free Gold Standard; Organization for Economic Cooperation and Development Due Diligence Guidelines for Responsible Supply Chain of Minerals from Conflict-Affected and High-Risk Areas; and London Bullion Market Association Responsible Gold Guidance.

Any such legislation and standards may result in significant costs to ensure and demonstrate compliance, and difficulties in the sale of gold emanating from certain areas. The complexities of the gold supply chain, especially as they relate to ‘scrap’ or recycled gold, and the fragmented and often unregulated supply of artisanal and small-scale mined gold are such that there may be significant uncertainties at each stage in the chain as to the provenance of the gold, and as a result of uncertainties in the process, the costs of due diligence and audit, or the reputational risks of defining their product or a constituent part as containing a ‘conflict mineral’ would be too burdensome for the company’s customers. Accordingly, manufacturers may decide to switch supply sources or to substitute gold with other minerals not covered by the initiatives. This could have a material negative impact on the gold industry, including on AngloGold Ashanti’s financial results.

Mining operations and projects are vulnerable to supply chain disruption with the result that operations and development projects could be adversely affected by shortages of, as well as the lead times to deliver, strategic spares, critical consumables, mining equipment or metallurgical plant.

AngloGold Ashanti’s operations and development projects could be adversely affected by both shortages and long lead times to deliver strategic spares, critical consumables, mining equipment and metallurgical plant. Import restrictions, such as those introduced by the Argentine government in 2011, can also delay the delivery of parts and equipment. In the past, the company and other gold mining companies experienced shortages in critical consumables, particularly as

production capacity in the global mining industry expanded in response to increased demand for commodities. AngloGold Ashanti has also experienced increased delivery times for these items. Shortages have resulted in unanticipated price increases and production delays and shortfalls, resulting in a rise in both operating costs and in the capital expenditure necessary to maintain and develop mining operations.

Individually, AngloGold Ashanti and other gold mining companies have limited influence over manufacturers and suppliers of these items. In certain cases there are a limited number of suppliers for certain strategic spares, critical consumables, mining equipment or metallurgical plant who command superior bargaining power relative to the company. The company could at times face limited supply or increased lead time in the delivery of such items. For example, during 2012, supply of caustic soda was delayed in the Continental Africa Region. In addition, the unreliability of oxygen and lime supply similarly affected production at the Vaal River and West Wits surface operations in South Africa throughout 2011 and poor availability of drill rigs, heavy machinery and fleet equipment hampered underground drilling and overall operational performance at the Serra Grande mine in Brazil in 2011.

The company’s procurement policy is to source mining and processing equipment and consumables from suppliers that meet its corporate values and ethical standards although risk remains around the management of ethical supply chains. In certain locations, where a limited number of suppliers meet these standards, additional strain is placed on the supply chain, thereby increasing the cost of supply and delivery times.

Furthermore, supply chains and rates can be impacted by natural disasters, such as earthquakes, extreme weather patterns and climate change, as well as other phenomena that include unrest, strikes, theft and fires. For example, a three-week transport strike in 2012 delayed the supply of consumables in South Africa. Potential supply chain disruption in Mali, as a result of the coup d’état and subsequent state of emergency, has been avoided to date by well managed consumable stock holding. Potential gold doré export disruptions at Geita, the result of an attempted gold heist, and in Mali, following the closure of Bamako International Airport, were minimized with the introduction of alternative transportation arrangements. In February 2013, a fire destroyed the heavy mining equipment stock of spares and components at the Geita gold mine. If AngloGold Ashanti experiences shortages, or increased lead times in the delivery of strategic spares, critical consumables, mining equipment or processing plant, the company might have to suspend some of its operations and its results of operations and financial condition could be adversely impacted.

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

The mining industry has limited industry-specific accounting literature. As a result, there is diverse interpretation and application of accounting literature on mining specific issues. AngloGold Ashanti, for example, capitalizes drilling and costs related to defining and delineating a residual mineral deposit that has not been classified as a ‘Proven and Probable Reserve’ at a development project or production stage mine. Some companies, however, expense such costs.

As and when this diverse interpretation and application is addressed, the company’s reported results could be adversely impacted should the adopted interpretation differ from the position it currently follows.

Failure to comply with laws, regulations, standards, contractual obligations whether following a breach or breaches in governance processes or fraud, bribery and corruption may lead to regulatory penalties, loss of licences or permits, and loss of reputation.

Since AngloGold Ashanti operates globally in multiple jurisdictions and with numerous and complex frameworks, its governance and compliance processes may not prevent potential breaches of law, accounting principles or other governance practices.

AngloGold Ashanti’s Code of Business Principles and Ethics, among other policies, standards and guidance, and training thereon may not prevent instances of unethical or unlawful behaviour, including bribery or corruption, nor guarantee compliance with legal and regulatory requirements, and breaches may not be detected by management.

Sanctions for failure by the company or others acting on its behalf to comply with these laws, regulations, standards and contractual obligations could include fines, penalties, imprisonment of officers, litigation, and loss of operating licences or permits, suspensions of operations, and may damage the company’s reputation. Such sanctions could have a material adverse impact on the company’s financial condition and results of operations.

Breaches in information technology security and governance process may adversely impact business activities.

AngloGold Ashanti maintains global information technology and communication networks and applications to support its business activities. Information technology security processes may not prevent future malicious actions, denial-of-service attacks, or fraud, resulting in corruption of operating systems, theft of commercially sensitive data, misappropriation of funds and business and operational disruption. Material system breaches and failures could result in significant interruptions that could in turn affect AngloGold Ashanti’s operating results and reputation.

Risks related to AngloGold Ashanti’s results of operations and financial condition as a result of factors specific to the company and its operations

AngloGold Ashanti removed the last of its gold hedging instruments and long-term sales contracts exposing the company to potential gains from subsequent commodity price increases but exposes it entirely to subsequent commodity price decreases.

AngloGold Ashanti removed the last of its gold hedging instruments in October 2010 to provide greater participation in a rising gold price environment. As a result, AngloGold Ashanti no longer has any protection against declines in the market price of gold.

A sustained decline in the price of gold could adversely impact the company’s operating results and its financial condition.

Any downgrade of credit ratings assigned to AngloGold Ashanti’s debt securities could increase future interest costs and adversely affect the availability of new financing.

An actual or expected negative development of AngloGold Ashanti’s results of operations or cash flows, country risk, financial metrics, or an increase in net debt position could result in the deterioration of the company’s credit ratings. AngloGold Ashanti’s ratings are influenced by the location of its domicile and its operations. Following the downgrade of South Africa’s sovereign debt rating as a result of strikes, social tension and policy uncertainty in South Africa, AngloGold Ashanti was placed on “credit watch negative” by Standard & Poor’s on October 17, 2012. On December 10, 2012, Standard & Poor’s affirmed the investment grade rating of the company’s publicly traded debt, but warned that it could lower the rating in the future.

Any such downgrade by ratings agencies could increase the cost of capital, reduce the investor base and negatively and materially affect AngloGold Ashanti’s business, results of operations and financial condition.

Labor disruptions could have a material adverse effect on AngloGold Ashanti’s results of operations and financial condition.

AngloGold Ashanti employees in South Africa, Ghana, Guinea and Argentina, are highly unionized. Trade unions, therefore, have a significant impact on the company’s labor relations, as well as on social and political reforms, most notably in South Africa. There is a risk that strikes or other types of conflict with unions or employees may occur at any of the company’s operations, particularly where the labor force is unionized or there is inter-union rivalry. Labor disruptions may be used to advocate labor, political or social goals in the future. For example, labor disruptions may occur in sympathy with strikes or labor unrest in other sectors of the economy and for political goals. Labor unrest in South Africa can also be fuelled by migrant labor conditions and mine worker debt levels. Furthermore, such labor disruptions may themselves affect or be perceived to affect local political and social stability. Acts or vandalism affecting mines and mine equipment are possible during periods of labor unrest.

For example, following a wave of labor unrest and unprotected strike action that took place throughout the South African mining, transport and agricultural sectors since early August 2012, workers from AngloGold Ashanti’s Kopanang mine, three West Wits mines and the Vaal River region’s other operations engaged in unprotected strikes in September 2012. More than 100,000 miners were involved in the strikes across the mining sector during the last four months of 2012. Workers at AngloGold Ashanti mines in South Africa have also staged sit-ins which prompted the company to suspend operations at some of its mines. These work stoppages pose significant safety risks and operating challenges. The protracted period of inactivity caused by the strike, coupled by the depth of the affected mines, has complicated the consequent ramping up of production following the termination of the strikes and has resulted in a lengthened ramp-up period to ensure employee safety. The unprotected strike action at the South African operations had an adverse impact

on the company’s third quarter results and significantly adversely impacted its fourth quarter results. The company estimates that the unprotected strike action cost approximately 235,000 ounces in lost production due to the work stoppages and the slow ramp-up to full production.

Lower production and payroll increases resulting from the labor disruptions have adversely impacted the financial performance of all South African operations, threatening viability in some cases and similar disruptions in the future may have a material adverse effect on the company’s results of operations and financial condition. For example, subsequent to the 2012 strikes, AngloGold Ashanti, along with its major gold-producing peers in South Africa, increased the entry-level pay of employees; established a new pay category for equipment operators; provided an allowance for rock-drill operators; and increased pay by 2 percent for most categories of workers. The net impact of the settlement on the payroll cost for AngloGold Ashanti is $16 million per annum.

Increased labor costs could have a material adverse effect on AngloGold Ashanti’s results of operations and financial condition.

Labor costs represent a substantial proportion of the company’s total operating costs and at many operations, including its South African, Ghanaian and Tanzanian operations, constitute the company’s single largest component of operating costs. Failing to obtain any simultaneous increase in productivity, any change to the company’s wage agreements or other factors that could increase labor costs may have a material adverse effect on AngloGold Ashanti’s results of operations and financial condition. In 2012, the cost of salaries and wages increased by 7 percent over 2011 levels.

In South Africa, the established practice is to negotiate wages and conditions of employment with the unions every two years through the Chamber of Mines of South Africa. South African employment law sets out minimum terms and conditions of employment for employees, which form the benchmark for all employment contracts. As at December 31, 2012, approximately 62 percent of the company’s workforce, excluding contractors, or approximately 52 percent of its total workforce was located in South Africa. At present, the mining unions and gold mining companies are in the second year of this two-year wage agreement, with the latest increases (ranging from 8 percent to 10 percent) awarded to the workforce in July 2012 and additional improvements to the current pay structure offered to workers on October 18, 2012. Further negotiations on this agreement are expected in 2013, which may result in an increase in labor actions. In addition, any new agreement could result in increased labor costs for the company.

AngloGold Ashanti’s results may be further impaired if it incurs penalties for failing to meet standards set by labor laws regarding workers’ rights or incurs costs complying with new labor laws, rules and regulations. For example, employment law in South Africa imposes monetary penalties for neglecting to report to government authorities on progress made towards achieving employment equity in the workplace. Ghanaian law also contains broad provisions requiring mining companies to recruit and train Ghanaian personnel and to use the services of Ghanaian companies. In Australia, the federal government has recently introduced a new industrial relations system that includes ‘good faith bargaining’ obligations for employers, fewer restrictions on the content of collective agreements and an enhanced role for union officials as bargaining representatives, parties to agreements and participants in dispute resolution. Penalties and compliance costs, as well as increased costs due to laws and regulations less favourable to employers, could have a material adverse effect on the company’s results of operations and financial condition.

AngloGold Ashanti’s mining rights in the countries in which it operates could be altered, suspended or cancelled for a variety of reasons, including breaches in its obligations in respect of its mining rights.

AngloGold Ashanti’s right to own and exploit Mineral Reserves and deposits is governed by the laws and regulations of the jurisdictions in which the mineral properties are located. Currently, a significant portion of the company’s Mineral Reserves and deposits are located in countries where mining rights could be suspended or cancelled should it breach its obligations in respect of the acquisition and exploitation of these rights.

In each of the countries in which AngloGold Ashanti operates, the formulation or implementation of government policies on certain issues may be unpredictable. This may include changes in laws relating to mineral rights and ownership of mining assets and the right to prospect and mine, and in extreme cases, nationalization, expropriation or nullification of existing concessions, licenses, permits, agreements and contracts. In May 2012, for example, the Argentine government nationalized the oil company Yacimientos Petrolíferos Fiscales (YPF) by expropriating 51 percent of the shares from the majority Spanish shareholder.

Any existing and new mining and exploration operations and projects are subject to various national and local laws, policies and regulations governing the ownership and the right to prospect or mine or develop proposed projects. For more details on the risks surrounding ownership of mining assets, see “– Title to AngloGold Ashanti’s properties may be uncertain and subject to challenge” and “– AngloGold Ashanti’s Mineral Reserve, deposits and mining operations are located in countries that face political, economic and security risks that may affect both the terms of its mining concessions, as well as its ability to conduct operations in certain countries”.

Project implementation delays could result in licences not being renewed and the loss of mining rights. Some of AngloGold Ashanti’s mining concessions, authorizations, licences and permits are subject to expiry, limitations on renewal and to various other risks and uncertainties. For example, the company’s license to mine at the Mongbwalu concession in the DRC is up for renewal in 2014, but the company must seek renewal a year in advance of the license’s expiration. The company may not be successful in the renewal process or in retaining the license on the same terms. If the company is unsuccessful in the renewal process, it will need to record an impairment. In October 2012, the DRC announced a proposed overhaul of the DRC’s mining code, which could affect the company’s ability to renew the license or its terms. This overhaul is still in progress.

If AngloGold Ashanti is not able to obtain or maintain necessary permits, authorizations or agreements to prospect or mine or to implement planned projects, or continue its operations, or comply with all laws, regulations or requirements, or do so within time-frames that make such plans and operations economically viable, or if the laws impacting the company’s ownership of its mineral rights, or the right to prospect or mine change materially, or should governments increase their ownership in the mines or nationalize them, AngloGold Ashanti’s results of operations and financial condition could be adversely affected.

Title to AngloGold Ashanti’s properties may be uncertain and subject to challenge.

AngloGold Ashanti has operations in several countries where ownership of land is uncertain and where disputes may arise in relation to ownership. Certain of the company’s properties may be subject to the rights or the asserted rights of various community stakeholders, including indigenous people. The presence of those stakeholders may have an impact on AngloGold Ashanti’s ability to develop or operate its mining interests. For example, in Australia, the Native Title Act (1993) provides for the establishment and recognition of native title under certain circumstances. In South Africa, the Extension of Security of Tenure Act (1997) and the Restitution of Land Rights Act (1994) provide for various landholding rights. Such legislation is complex, difficult to predict and outside of the company’s control, and could therefore negatively affect the business results of new or existing projects. Where consultation with stakeholders is statutorily or otherwise mandated, relations may not remain amicable and disputes may lead to reduced access to properties or delays in operations.

Title to the company’s properties, particularly undeveloped ones, may also be defective or subject to challenge. Title insurance generally is not available, and title review does not necessarily preclude third parties from contesting ownership. Where surveys have not been conducted, the precise area and location of the company’s claims may be in doubt. Accordingly, AngloGold Ashanti’s mineral properties may be subject to prior unregistered liens, agreements, transfers or claims, including native land claims, and title may be affected by, among other things, undetected defects.

AngloGold Ashanti may experience unforeseen difficulties, delays or costs in successfully implementing its business strategy and projects, including any cost-cutting initiatives, and any such strategy or project may not result in the anticipated benefits.

The successful implementation of the company’s business strategy and projects depends upon many factors, including those outside its control. For example: the successful management of costs will depend on prevailing market prices for input costs; the ability to grow the business will depend on the successful implementation of the company’s existing and proposed project development initiatives and continued exploration success, as well as on the availability of attractive merger and acquisition opportunities, all of which are subject to the relevant mining and company specific risks as outlined in these risk factors.

AngloGold Ashanti is in the process of implementing initiatives relating to strategic alignment, portfolio review, restructuring and cost-cutting, including in connection with the consolidation of its business activities and assets. Any future contribution of these measures to profitability will be influenced by the actual savings achieved and by the company’s ability to sustain these ongoing efforts. Strategic alignment, restructuring and cost-cutting initiatives may involve various risks, including, for example, labor unrest and operating licence withdrawal. The risk is highest in South Africa, given recent calls for withdrawal of mining licences for ‘mothballed shafts’ and hostile reaction to proposed

mining industry retrenchments. In addition, these measures may not be implemented as planned; turn out to be less effective than anticipated; only become effective later than anticipated; or not be effective at all. Any of these outcomes, individually or in combination, may adversely impact the company’s business, results of operations and financial condition.

AngloGold Ashanti’s business strategy also includes divesting activities in some business areas and strengthening others, including through mergers and acquisitions. With respect to dispositions, AngloGold Ashanti may not be able to divest some of its activities as planned or to obtain all of the required approvals, and the divestitures that are carried out could have a negative impact on its business, results of operations, financial condition and reputation.

AngloGold Ashanti may also prove unable to deliver on production targets, including in potentially critical areas, such as the Obuasi turnaround plan in Ghana, as well as on the timely, cost-effective and successful execution of key capital projects, including at the Tropicana project in Australia, the Kibali project in the DRC, and with regard to the implementation of the company’s new Enterprise Resource Planning (ERP) system. For more details on the risks surrounding the ERP implementation, see the section entitled – “The implementation of an integrated ERP system could have an adverse effect on AngloGold Ashanti’s results of operations and financial condition.”

Unforeseen difficulties, delays or costs may adversely affect the successful implementation of AngloGold Ashanti’s business strategy and projects, and such strategy and projects may not result in the anticipated benefits.

Any acquisition or acquisitions that AngloGold Ashanti may complete may expose the company to new geographic, political, legal, social, operating, financial and geological risks.

AngloGold Ashanti may pursue the acquisition of producing, development and advanced stage exploration properties and companies. Any such acquisition may change the scale of the company’s business and operations and may expose it to new geographic, geological, political, social, operating, financial, legal, regulatory and contractual risks. For example: there may be a significant change in commodity prices after the company has committed to complete the transaction and established the purchase price or share exchange ratio; a material ore body may prove below expectations; AngloGold Ashanti may have difficulty integrating and assimilating the operations and personnel of any acquired companies, realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise, and maintaining uniform standards, policies and controls; the integration may disrupt the company’s ongoing business and its relationships with employees, suppliers and contractors; and the acquisition may divert management’s attention from AngloGold Ashanti’s day-to-day business. Furthermore, the company operates and acquires businesses in different countries, with different regulatory and operating cultures, which may exacerbate the risks described above. In addition, the acquired business may have undetected liabilities which may be significant.

In the event that the company chooses to raise debt capital to finance any acquisition, the company’s leverage will be increased. Should the company choose to use equity as consideration for an acquisition, existing shareholders may suffer dilution. Alternatively, the company may choose to finance any acquisition with its existing resources, which could decrease its ability to fund future capital expenditures.

The company may not be successful in overcoming these risks or any other problems encountered in connection with acquisitions. Failure by AngloGold Ashanti to implement its acquisition strategy or to integrate acquired businesses successfully could have material adverse effects on its growth and business results.

Ageing infrastructure at some of AngloGold Ashanti’s operations could adversely impact its business.

Deep level gold mining shafts are usually designed with a lifespan of 25 to 30 years. Vertical shafts consist of large quantities of infrastructure steelwork for guiding conveyances and accommodating services such as high and low tension electric cables, air and water pipe columns. Rising temperatures in the deeper mining areas can also lead to increased cooling requirements in the form of upgraded and expanded ice plants. Maintaining this infrastructure requires skilled human resources, capital allocation, management and planned maintenance.

Once a shaft has reached the end of its intended lifespan, higher than normal maintenance and care is required. Incidents resulting in production delays, increased costs or industrial accidents may occur. Such incidents may have an adverse effect on the company’s results of operations and financial condition. Asset integrity issues relating to ageing infrastructure are of particular concern in South Africa and at the Obuasi mine in Ghana.

For example, cracks were discovered in the mill feed end in September 2008 and at the discharge end in February 2010 at the Geita gold mine. The Geita gold mine is one of the group’s principal assets and sources of cash flow. After initial repairs, the feed end was replaced during May and June 2011. A decision was subsequently taken to replace the entire mill as a result of shell distortion. After new mill manufacture delays, installation was completed during March 2013. Production throughput in 2011 was 1 million tonnes less than planned, as a result of mill downtime that included feed-end replacement; ore grade was however sufficient to achieve 494,000 ounces. The Geita gold mine produced approximately 531,000 ounces in 2012, with production throughput of some 100,000 tonnes short of budget.

Some of AngloGold Ashanti’s technologies are unproven and failure could adversely impact costs and production.

AngloGold Ashanti has teamed up with various specialists to engineer new solutions to environmental management, mine design, rock breaking and underground logistics, among others. The company has invested in new technologies, including phyto-technologies to reduce seepage and address soil and ground water contamination, and in mine support technologies to minimize the impact of seismic activity. The company is also attempting to develop technologies to access the deeper reaches of South African mines.

Some aspects of these technologies are unproven and their eventual operational outcome or viability cannot be assessed with certainty. The costs, productivity and other benefits from these initiatives, and the consequent effects on AngloGold Ashanti’s future earnings and financial condition, may vary from expectations. Failure of the company to realize the anticipated benefits could result in increased costs, an inability to realize production or growth plans, or adversely affect its operational performance.

The level of AngloGold Ashanti’s indebtedness could adversely impact its business.

As at December 31, 2012, AngloGold Ashanti had gross borrowings of approximately $3.0 billion, (2011: approximately $1.7 billion) excluding the mandatory convertible bonds amounting to $588 million (2011: $760 million).

AngloGold Ashanti’s indebtedness could have a material adverse effect on its flexibility to conduct business. For example, the company may be required to use a large portion of its cash flow to pay the principal and interest on its debt, which will reduce funds available to finance existing operations and the development of new organic growth opportunities and further acquisitions. In addition, under the terms of the company’s borrowing facilities from its banks, AngloGold Ashanti is obliged to meet certain financial and other covenants. The company’s ability to continue to meet these covenants and to service its debt will depend on its future financial performance which will be affected by its operating performance as well as by financial and other factors, certain of which are beyond the control of the company.

Should the cash flow from operations be insufficient, AngloGold Ashanti could breach its financial and other covenants. Covenant breaches, if interpreted as events of default under one or more debt agreements, could allow lenders to accelerate payment of such debt. Any such acceleration could result in the acceleration of indebtedness under other financial instruments. As a result, the company may be required to refinance all or part of the existing debt, use existing cash balances, issue additional equity or sell assets. AngloGold Ashanti cannot be sure that it will be able to refinance its debt on commercially reasonable terms, if at all. The company’s ability to access the bank, public debt or equity capital markets on an efficient basis may be constrained by dislocation in the credit markets or capital and liquidity constraints in the banking, debt or equity markets at the time of issuance.

Certain factors may affect AngloGold Ashanti’s ability to support the carrying amount of its property, plant and equipment, acquired properties, investments and goodwill on the balance sheet. If the carrying amount of its assets is not recoverable, AngloGold Ashanti may be required to recognize an impairment charge, which could be significant.

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

If there are indications that impairment may have occurred, AngloGold Ashanti prepares estimates of expected future cash flows for each group of assets. Expected future cash flows are inherently uncertain, and could materially change over time. They are significantly affected by reserve and production estimates, together with economic factors such as spot and forward gold prices, discount rates, currency exchange rates, estimates of costs to produce reserves and future capital expenditure. Estimated rehabilitation and closure costs could also materially affect the company’s financial performance and could result in the need to recognize an impairment charge.

If any of these uncertainties occur, either alone or in combination, management could be required to recognize an impairment, which could have a material adverse effect on the company’s results of operations and financial condition.

AngloGold Ashanti expects to have significant financing requirements.

AngloGold Ashanti’s existing board-approved development projects and exploration initiatives will require significant funding. These include: Tropicana in Australia; Mponeng Below 120 Project in South Africa; the Mongbwalu and Kibali projects in the DRC; and the mine life extension project (MLE2) at Cripple Creek & Victor in the United States.

Potential future development projects will also require significant funding, if and when approved by the AngloGold Ashanti board of directors. These include the: La Colosa and Gramalote projects in Colombia; Moab Khotsong Zaaiplaats in South Africa; Iduapriem expansion project in Ghana, Sadiola Deeps project in Mali; Geita underground mining project in Tanzania; Nova Lima Sul project in Brazil; a further mine life extension project (MLE3) at Cripple Creek & Victor in the United States; as well as various other exploration projects and feasibility studies.

AngloGold Ashanti estimates that over the next three years, growth initiatives will require project capital expenditure (excluding stay in business and ore reserve development capital expenditure) of approximately $4.0 billion (subject to escalation and based on certain assumptions, including exchange rates). The company’s capital expenditure plans and requirements are subject to a number of risks, contingencies and other factors, some of which are beyond its control, and therefore the actual future capital expenditure and investments may differ significantly from the current planned amounts.

AngloGold Ashanti’s operating cash flow and credit facilities may be insufficient to meet all of these expenditures, depending on the timing and cost of development of these and other projects as well as operating performance and available headroom under its credit facilities. As a result, new sources of capital may be needed to meet the funding requirements of these developments, to fund ongoing business activities and to pay dividends. AngloGold Ashanti’s ability to raise and service significant new sources of capital will be a function of macroeconomic conditions, the condition of the financial markets, future gold prices, the company’s operational performance and operating cash flow and debt position, among other factors. The company’s ability to raise further debt financing in the future and the cost of such financing will depend on, among other factors, its prevailing credit rating, which may be affected by the company’s ability to maintain its outstanding debt and financial ratios at levels acceptable to the credit ratings agencies, its business prospects risks relating to the countries in which it operates or other factors. As a result, in the event of lower gold prices, unanticipated operating or financial challenges, any dislocation in financial markets or new funding limitations, AngloGold Ashanti’s ability to pursue new business opportunities, invest in existing and new projects, fund its ongoing business activities and retire or service outstanding debt and pay dividends, could be significantly constrained, all of which could adversely impact the company’s results of operations and financial condition.

AngloGold Ashanti does not have full management control over some of its significant joint venture projects and other interests. If the operators of these projects do not manage these effectively and efficiently, the company’s investment in these projects could be adversely affected and its reputation could be harmed.

AngloGold Ashanti’s joint ventures at Morila in Mali and at Kibali in the DRC are managed by the company’s joint venture partner Randgold Resources Limited (Randgold). In addition, certain of AngloGold Ashanti’s exploration ventures are managed by the relevant joint venture partner. AngloGold Ashanti’s marine gold joint venture with De Beers is managed by an independent company jointly owned by AngloGold Ashanti and De Beers, with a significant part of the technical input subcontracted to De Beers or other marine service providers.

While AngloGold Ashanti provides strategic management and operational advice to its joint venture partners in respect of these projects, the company cannot ensure that these projects are operated in compliance with the standards that AngloGold Ashanti applies in its other operations. If these joint ventures are not operated effectively or efficiently, including as a result of weaknesses in the policies, procedures and controls implemented by the joint venture partners, the company’s investment in the relevant project could be adversely affected. In addition, negative publicity associated with operations that are ineffective or inefficiently operated, particularly relating to any resulting accidents or environmental incidents, could harm the company’s reputation and therefore its prospects and potentially its financial condition. Further, any failure of joint venture partners to meet their obligations to AngloGold Ashanti or to third parties, or any disputes with respect to the parties’ respective rights and obligations, could have a material adverse impact on AngloGold Ashanti’s results of operations and financial condition. In particular, the company and Randgold retain equal representation, with neither party holding a deciding vote on the board of the two companies that have overall management control of the Morila project in Mali and the Kibali project in the DRC, respectively, and all major

management decisions for each of these two projects, including approval of the budget, require board approval. If a dispute arises between the company and Randgold with respect to the Kibali or Morila project and the parties are unable to amicably resolve such dispute, it may be difficult for the parties to make strategic decisions relating to the project affected by such dispute, the day-to-day operations and the development of such project may be adversely affected and the company may have to participate in proceedings to resolve the dispute, which could adversely affect the company’s results of operations and financial condition.

AngloGold Ashanti’s joint ventures and other strategic alliances may not be successful.

AngloGold Ashanti’s joint venture partners may have economic or business interests or goals that are not consistent with the company’s or may, as a result of financial or other difficulties, be unable or unwilling to fulfill their obligations under the joint venture or other agreements. Disputes between AngloGold Ashanti and its joint venture partners may lead to legal action, including litigation between AngloGold Ashanti and joint venture partners. Such disputes could adversely affect the operation of the joint venture and may prevent the realization of the joint ventures goals. There is no assurance that the company’s joint venture partners will continue their relationship with the company in the future or that the company will be able to achieve its financial or strategic objectives relating to the joint ventures.

For example, AngloGold Ashanti has a 50:50 strategic alliance with Thani Investments LLC (TI), a company based in Dubai. During 2011, AngloGold Ashanti advanced a loan of $35 million to Thani Ashanti Alliance Limited, the joint entity it owns together with TI. This loan was impaired during 2012. TI guaranteed the loan. AngloGold Ashanti has brought legal action against TI over non-payment of the loan. The resolution to this dispute may affect the overall relationship between TI and the company. The failure of the company’s joint venture partners to fulfil their obligations or their unwillingness to continue these relationships may have an adverse effect on the company’s results of operations and financial condition.

AngloGold Ashanti’s Mineral Reserve, deposits and mining operations are located in countries where political, tax and economic laws and policies may change rapidly and unpredictably and such changes and policies may adversely affect both the terms of its mining concessions, as well as its ability to conduct operations in certain countries.

Any existing and new mining, exploration operations and projects that the company carries out are subject to various national and local laws, policies and regulations governing the ownership, prospecting, development and mining of mineral reserves, taxation and royalties, exchange controls, import and export duties and restrictions, investment approvals, employee and social community relations and other matters.

In most of the countries in which AngloGold Ashanti operates, there is a focus on resource nationalism with governments seeking to reap greater economic benefit from high commodity prices. This entails the review of mining codes and stability agreements, which were designed under different economic environments, and the formulation or amendment of laws, policies and regulations relating to issues such as mineral rights and asset ownership, royalties, taxation and taxation disputes, ‘windfall’ or ‘super’ taxation, non-recovery of taxation refunds, import and export duties, currency transfers, restrictions on foreign currency holdings and repatriation of earnings. Laws, policies and regulations in such countries are uncertain, changing and generally require progressively higher payments to governments, notably in the form of increased royalties and taxes, mandated beneficiation, export levies and increasing or retaining state or national ownership of resources. Changes in particular to the fiscal terms governing AngloGold Ashanti’s operations may have a material adverse impact on the company’s results of operations or financial condition, as well as discourage future investments in certain jurisdictions, which may have an adverse impact on the company’s ability to access new assets and could potentially reduce future growth opportunities.

For example on September 9, 2011, a new mining code for Guinea was enacted. The new mining code significantly increases the share of state ownership in the mining industry, extending a 15 percent share of future mining projects to the government, without financial compensation. The government also has the option to purchase up to an additional 20 percent of each project. However, the new mining code was withdrawn in October 2012 due to unfavorable reception and is yet to be re-issued. The Guinean government also announced its intention to carry out a review of the mining conventions currently in force in Guinea. This mining convention review is currently in progress. The outcome of this review may have a material adverse effect on the company’s results of operations or financial condition.

In late 2011 and early 2012, the government of Ghana amended its fiscal mining regime, increased its corporate taxation and royalty rates and may impose a windfall profit tax. Furthermore, the government of Ghana has constituted a review committee to review and re-negotiate stability agreements with mining companies. AngloGold Ashanti is currently participating in negotiations with the Ghanaian review committee. The outcome of these negotiations may have a material adverse effect on the company’s results of operations or financial condition.

AngloGold Ashanti Limited and other major mining companies are in talks with the Tanzanian government regarding new mining legislation and its impact on existing mining agreements; such talks follow an earlier declaration in July 2012 by the Tanzanian Minister of Energy and Minerals that the mining contracts were under review. The new mining legislation and the outcome of the review of the mining contracts may have a material adverse impact on the company’s results of operations and financial condition. Recently, the Tanzanian Minister of Energy and Minerals unexpectedly increased the royalty rate levied on gold extracted in Tanzania by AngloGold Ashanti’s operations by 1 percent. Further unanticipated increases in royalty rates in Tanzania or other countries could have a material adverse impact on the company’s results of operations and financial condition.

In the DRC, in October 2012 the Mines Minister announced a proposed overhaul of the DRC’s mining code. The proposed laws seek to, among other things, increase the government stake in mining operations to 35 percent from the existing 5 percent, double royalties on some minerals, and introduce a 50 percent levy on certain profits. Should such laws be enacted in the future, these may have a material adverse impact on the company’s results of operations in the DRC.

On July 1, 2012, Australia’s Minerals Resource Rent Tax (MRRT) came into effect after the legislation was passed in March 2012. The MRRT applies only to the bulk commodities of coal and iron ore, and replaced the previously proposed Resource Super Profit Tax (RSPT), which covered all minerals. The Australian federal government did not include gold and uranium in the final MRRT. However, should Australia consider reintroducing the RSPT, or if similar ‘super profit’ taxes were to be introduced and implemented in any other country in which AngloGold Ashanti operates, the company’s results of operations and financial condition could be materially adversely affected.

In addition, some of AngloGold Ashanti’s mineral deposits and mining and exploration operations are located in countries that are experiencing political instability and economic uncertainty. For example, in South Africa, country risk has increased recently in light of the violent strike action, social unrest, high levels of unemployment, poverty and concern that the government may take measures unfavorable to business.

In December 2012, while the ruling African National Congress rejected the concept of wholesale nationalization, it nevertheless favoured a ‘resource rent’ tax on windfall profits. Political instability and the resulting unstable business environment in which companies operate may discourage future investments in certain jurisdictions, which may have an adverse impact on the company’s ability to access new assets and could potentially reduce future growth opportunities.

AngloGold Ashanti is subject to an uncertain tax environment. Increased taxes are expected in most countries of operation. Changes in tax laws could result in higher tax expense and payments. Furthermore, legislation changes could materially impact AngloGold Ashanti’s tax receivables and liabilities as well as deferred tax assets and deferred tax liabilities. In addition, the uncertain tax environment in some regions could limit AngloGold Ashanti’s ability to enforce its rights. As a global company, AngloGold Ashanti conducts its business in countries subject to complex tax rules, which may be interpreted in different ways. Further interpretations or developments of tax regimes may affect the company’s tax liability, return on investments and business operations. AngloGold Ashanti is regularly examined by tax authorities in the various jurisdictions of operation.

For example, on March 15, 2012, the Mwanza office of the Tanzania Revenue Authority notified Geita Gold Mine Limited (Geita Gold Mine) that it intended to issue additional tax assessments against Geita Gold Mine. In connection with such assessments, the Tanzania Revenue Authority also challenged the validity of the existing mining development agreement (MDA) relating to the Geita Gold Mine, which was entered into with the Tanzanian government in June 1999. AngloGold Ashanti was served with a demand to pay the increased assessments, which it is currently paying under protest while awaiting a discussion with the government. In the event that the MDA is held to be invalid, the tax burden on the company’s Tanzanian operations would increase and the company would have to pay additional taxes for prior periods.

Furthermore, in Guinea, Mali and Tanzania, AngloGold Ashanti is due refunds of input tax and fuel duties which remain outstanding for periods longer than those provided for in the respective statutes.

The countries in which the company operates may also introduce strict exchange controls, impose restrictions to source materials and services locally, or impose other similar restrictions that hinder foreign companies’ operations within such countries. For example, the Argentine government introduced stricter exchange controls and related protracted approval processes, which may limit the company’s ability to repatriate dividends from its Argentine subsidiaries. In October 2011, the Argentina government has decreed that mining, oil and energy companies must repatriate export earnings. Additionally, the purchase of US dollars requires authorization from the Argentine tax agency and the purpose for which the currency will be used must be stated. In May 2012, the Argentine Mining Secretariat issued new regulations requiring mining companies in Argentina to boost their domestic purchases of equipment and services. Mining companies are now required to resort exclusively to locally established suppliers for their export-related shipping and logistics operations. A separate norm requires companies to open an import substitution division which will be in charge of submitting procurement plans to the Mining Secretariat on a quarterly basis. Such requirements are hindering the company’s operations within Argentina and these or similar requirements may continue to do so in the future and may have a material adverse effect on AngloGold Ashanti’s results of operations and financial condition.

If, in one or more of the countries in which it operates, AngloGold Ashanti were not able to obtain or maintain necessary permits, authorizations or agreements to implement planned projects or continue its operations under conditions or within timeframes that make such plans and operations economically viable, or if the applicable legal, ownership, fiscal (including all royalties and duties), exchange control, employment, environmental and social laws or regimes change materially, or if the governing political authorities change resulting in amendments to such laws and regimes, this could have a material adverse effect on AngloGold Ashanti’s operating results, financial condition, and, in extreme situations, on the viability of an operation.

For example, in South Africa mining rights are linked to meeting various obligations that include the broad-based socio-economic empowerment charter for the mining industry (the Revised Charter). Compliance with the Revised Charter is measured using a designated scorecard relating to equity ownership and management control of mining companies by historically disadvantaged South Africans (HDSAs) by no later than May 2014 and that HDSAs must constitute 40 percent of all levels of management by 2014. While AngloGold Ashanti believes that it is compliant with ownership targets to be achieved by May 2014, it must make further progress to achieve future targets, including further participation by HDSAs in senior and top management levels, the upgrade of housing and accommodation at the company’s mines, further human resource development, mine community development, sustainable development and growth as well as procurement and enterprise development, certain of which are also included under the Revised Charter’s targets that must also be achieved by May 2014.

The company will incur expenses in giving further effect to the Revised Charter and the scorecard. AngloGold Ashanti may not meet all of the various requirements by the required dates. Additionally, the South African government may decide that the Mining Charter has not gone far enough to achieve its underlying goals and therefore decide to expand the obligations of mining companies thereunder. Should AngloGold Ashanti breach its obligations in complying with the Mineral and Petroleum Resources Development Act, Revised Charter or any future amendments to the Mining Charter, its mining rights in South Africa could be suspended or cancelled by the Minister of Mineral Resources and it may be unable to obtain any new mining rights. Any such suspension or cancellation could have a material adverse effect on Anglo Ashanti’s results of operations and financial condition.

AngloGold Ashanti’s Mineral Reserve, deposits and mining operations are located in countries that face instability and security risks that may adversely affect both the terms of its mining concessions, as well as its ability to conduct operations in certain countries.

Some of AngloGold Ashanti’s mineral deposits and mining and exploration operations are located in countries that are experiencing political instability and economic uncertainty.

Certain of the countries in which AngloGold Ashanti has mineral deposits or mining or exploration operations, including the DRC, Mali, Guinea and Colombia, have in the past experienced, and in certain cases continue to experience, a difficult security environment. In particular, various illegal groups active in regions in which the company is present may pose a credible threat of military repression, terrorism, civil unrest, extortion and kidnapping, which could have an adverse effect on its operations in these and other regions.

For example, Mali continues to experience a difficult security environment since the military coup in March 2012. The situation in Mali remains of heightened concern as a result of the instability in northern Mali.

Eastern DRC also continues to experience tension consistent with the cycles of unrest experienced since the late 2000s. Fighting has caused instability in the area and could expand or intensify.

In 2012, and for the first time in approximately seven years, Anglo Gold Ashanti Colombia’s (AGAC) assets and employees were the targets of direct attacks by hostile actors around the La Colosa project’s area of influence. These and other such attacks could adversely affect the company’s operations in Colombia.

Since 2009, the company has recorded an almost five-fold increase in the instances of injury to security personnel, including members of AngloGold Ashanti’s internal security, private security companies and public security forces in certain jurisdictions. The rise in the number and severity of security incidents has come as a result of both increased illegal and artisanal mining due to a steady migration of people into the areas and an increase in the level of organization and funding of criminal activity around some of the company’s Continental African operations, spurred on by an escalating gold price. The most significant security challenges have occurred in Tanzania and Ghana in areas where there is endemic poverty and high levels of unemployment. If the security environment surrounding the company’s operations that are most exposed to these challenges does not improve or further deteriorates, employee, third-party and community member injuries and fatalities could also increase. Any such increase could disrupt the company’s operations in certain mines and adversely affect its reputation, results of operations and financial condition.

In some instances, risk assessments categorize threats as serious enough to require resort to public security forces, such as national police or military units on a near-permanent basis. In the event that continued operations in any of the company’s countries of operations compromise the company’s security or business principles, AngloGold Ashanti may withdraw from any such countries on a temporary or permanent basis. This could have a material adverse impact on AngloGold Ashanti’s results of operations and financial condition.

Furthermore, the company has at times experienced strained relationships with certain of its host communities. AngloGold Ashanti operates in several regions where poverty, unemployment and the lack of access to alternative livelihoods mean that the creation and distribution of economic benefit from mining operations is a significant area of focus for community and government. Conflict with communities has led to community protests and business interruptions, particularly at the Siguiri mine in Guinea during 2010 and 2011. In 2012, there were five recorded community protests at Cerro Vanguardia, Obuasi and Geita.

Illegal and artisanal mining occurs on AngloGold Ashanti’s properties, which can disrupt the company’s business and expose the company to liability.

Illegal and artisanal miners are active on, or adjacent to, some of AngloGold Ashanti’s Continental African and South American properties, which leads at times to interference with the company’s operations and results in conflict situations that present a security threat to property and human life. Artisanal mining is associated with a number of negative impacts, including environmental degradation, flouting of land rights, poor working practices, erosion of civil society, human rights abuse and funding of conflict. The environmental, social, safety and health impacts of artisanal mining are frequently attributed to formal mining activity, and it is often assumed that artisanally-mined gold is channeled through large-scale mining operators, even though artisanal and large-scale miners have distinct supply chains. These misconceptions impact negatively on the reputation of the industry.

The activities of the illegal miners, which include theft and shrinkage, could cause damage to AngloGold Ashanti’s properties, including pollution, underground fires, or personal injury or death, for which AngloGold Ashanti could potentially be held responsible. Illegal mining could result in the depletion of mineral deposits, potentially making the future mining of such deposits uneconomic. The presence of illegal miners could lead to project delays and disputes regarding the development or operation of commercial gold deposits. Illegal mining and theft could also result in lost gold reserves, mine stoppages, and have a material adverse effect on AngloGold Ashanti’s results of operations or financial condition.

In 2012, the company recorded an increase in the number and severity of security incidents, due to a steady migration of people into the areas and an increase in the level of organization and funding of criminal activity around some of the company’s Continental African operations, spurred on by an escalating gold price. The most significant security challenges have occurred in Tanzania and Ghana in areas where there is endemic poverty and high levels of unemployment.

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

AngloGold Ashanti uses contractors at certain of its operations to mine and deliver ore to processing plants as well as for other purposes. At mines employing mining contractors, contracting costs represent a significant proportion of the total operating costs of these operations and the company does not own all of the mining equipment. For example, increased contractor rates at the Sadiola mine in Mali contributed to a significant rise in total cash costs in the final quarter of 2011. Increased contractor costs at Sunrise Dam in Australia and Geita in Tanzania contributed to higher production costs in the first quarter of 2012.

AngloGold Ashanti’s operations could be disrupted, resulting in additional costs and liabilities, if the mining contractors at affected mines have financial difficulties or if a dispute arises in renegotiating a contract, or if there is a delay in replacing an existing contractor and its operating equipment to meet business needs at expected cost levels. Increases in contract mining rates, in the absence of associated productivity increases, will also have an adverse impact on the company’s results of operations and financial condition.

For example, on October 13, 2012, AngloGold Ashanti terminated the underground development contract with a third-party contractor at the Obuasi mine in Ghana. The costs of the termination amounted to $17 million.

In addition, AngloGold Ashanti’s reduced control over those aspects of operations which are the responsibility of contractors, their failure to comply with applicable legal, human rights and regulatory requirements, or their inability to manage their workforce or provide high quality services or a high level of productivity could adversely affect AngloGold Ashanti’s reputation, results of operations and financial condition, and may result in the company incurring liability to third parties due to the actions of contractors.

AngloGold Ashanti competes with mining and other companies for key human resources and its inability to retain key personnel could have an adverse effect on its business.

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

The retention of staff is particularly challenging in South Africa, where, in addition to the impacts of global industry shortages of skilled labor, AngloGold Ashanti is required to achieve employment equity targets of participation by HDSAs in management and other positions. AngloGold Ashanti competes with all companies in South Africa to attract and retain a small but growing pool of HDSAs with the necessary skills and experience. AngloGold Ashanti has historically faced difficulty recruiting and retaining young graduates and qualified mid-level management in South Africa. Recruitment of skilled personnel has been challenging in Continental Africa due to university offerings that are often not well-suited to the specific needs of the mining industry, as well as other factors such as language barriers and low literacy skills.

The recruitment of skilled workers is also highly competitive in South America as a result of a shortage of skills and intense competition between mining companies.

The company may not be able to retain and attract sufficient skilled and experienced employees in all areas of the business. Should it fail to do so or lose any of its key personnel, business and growth prospects may be harmed and this could have an adverse impact on AngloGold Ashanti’s results of operations and financial condition.

AngloGold Ashanti’s inability to retain its senior management may have an adverse effect on its business.

The company’s success depends largely upon the continued service of its senior management, including its chief executive officer, chief financial officer and the executive officers at each of its business divisions and general managers at its mines. The loss of one or more members of senior management, such as the recently announced departure of AngloGold Ashanti Chief Executive Officer, Mark Cutifani, to take the same position at Anglo American PLC as of April 3, 2013, could lead to other members of the management team leaving, disrupt the company’s operations, and have a material adverse impact on the company’s business, results of operations and financial condition.

The prevalence of occupational health diseases and the potential costs and liabilities related thereto may have an adverse effect on the business and results of operations of AngloGold Ashanti.

The primary areas of focus in respect of occupational health of employees within the company’s operations are noise-induced hearing loss and occupational lung diseases (OLD), which include pulmonary diseases such as tuberculosis from various causes and silicosis in individuals exposed to silica dust. These require active dust management strategies in underground operations, particularly in South Africa where a significant number of silicosis cases by current and former employees alleging past exposures are still reported each year to the board for statutory compensation. AngloGold Ashanti provides occupational health services to its employees at its occupational health centers and clinics and continues to improve preventative occupational hygiene initiatives, such as implementing various dust control measures and supplying its employees with respiratory protection equipment. If the costs associated with providing such occupational health services, implementing such dust control measures or supplying such equipment increase significantly beyond anticipated or budgeted amounts, this could have an adverse effect on AngloGold Ashanti’s results of operations and financial condition. Actual and alleged health and safety incidents or breaches of standards may also adversely impact the company’s reputation.

AngloGold Ashanti is currently subject to class action litigation with respect to alleged occupational lung diseases (see “– AngloGold Ashanti is subject to the risk of litigation, the causes and costs of which are not always known”). AngloGold Ashanti is calling for the industry to engage with government (and other stakeholders) to seek an appropriate industry-wide solution. An industry-wide solution may not be reached or the terms thereof may have a material adverse effect on AngloGold Ashanti’s financial condition.

In response to the effects of silicosis in labor-sending communities, a number of mining companies (under the auspices of the Chamber of Mines of South Africa) together with the NUM, which is the largest union in the mining sector in South Africa, and the national and regional departments of health, have embarked on a project to assist in delivering compensation and relief by mining companies under the Occupational Diseases in Mines and Works Act (ODMWA) to affected communities.

AngloGold Ashanti faces certain risks in dealing with HIV/AIDS, particularly at its South African operations and with tropical disease outbreaks such as malaria, and other diseases which may have an adverse effect on the company’s results of operations and financial condition.

AIDS and associated diseases remain one of the major health care challenges faced by AngloGold Ashanti’s South African operations. Workforce prevalence studies indicate that HIV prevalence rates among AngloGold Ashanti’s South African workforce may be as high as 30 percent.

Malaria and other tropical diseases pose significant health risks at all of the company’s operations in central, west and east Africa where such diseases may assume epidemic proportions because of ineffective national control programs. Malaria is a major cause of death in young children and pregnant women but also gives rise to fatalities and absenteeism in adult men. Other conditions such as heart disease, chronic diseases, and obesity are of increasing incidence and concern.

Such diseases impair the health of workers and negatively affect productivity and profitability as a result of workers’ diminished focus or skill, absenteeism, treatment costs and allocated resources. Any current or future medical program may not be successful in preventing or reducing the infection rate among AngloGold Ashanti’s employees or in affecting consequent illness or mortality rates. AngloGold Ashanti may incur significant costs in addressing this issue in the future, which could also adversely impact the company’s results of operations and financial condition.

The costs and impacts associated with the pumping of water inflows from closed mines adjacent to the company’s operations could have an adverse effect on its results of operations.

Certain of AngloGold Ashanti’s mining operations are located adjacent to the mining operations of other mining companies. The closure of a mining operation may have an impact upon continued operations at the adjacent mine if appropriate preventative steps are not taken. In particular, this can include the ingress of underground water where pumping operations at the adjacent closed mine are suspended. Such ingress could have an adverse effect on any one of the company’s mining operations as a result of property damage, disruption to operations, additional pollution liabilities and pumping costs and consequently could have an adverse impact on its results of operations and financial condition.

The potential costs associated with the remediation and prevention of groundwater contamination from the company’s operations or due to flooding from closed mines adjacent to the company’s operations could have a material adverse effect on AngloGold Ashanti’s results of operations and financial condition.

AngloGold Ashanti has identified groundwater contamination plumes at certain of its operations that have occurred primarily as a result of seepage from surface operations and facilities including tailings storage facilities and waste rock.

Deep groundwater contamination is a significant issue in South Africa, where groundwater in some older mining regions has infiltrated mined-out workings. Potential contamination risk to shallow ground and surface water resources can occur when water is exposed to sulfide-bearing rock in such situations. AngloGold Ashanti has identified a flooding and future pollution risk posed by deep groundwater in the Klerksdorp and Far West Rand goldfields. AngloGold Ashanti’s Vaal River operations are part of the Klerksdorp goldfields and its West Wits operations are part of the Far West Rand goldfields. As a result of the interconnected nature of underground mining operations in South Africa, any proposed solution needs to be a combined one supported by all the companies owning mines located in these goldfields.

In view of the limitation of current information for the accurate estimation of liabilities, no reliable estimate can be made for these obligations. The potential costs of remediation and prevention of groundwater contamination at AngloGold Ashanti’s operations could be significant and may have a material adverse impact on AngloGold Ashanti’s results of operations and financial condition.

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

AngloGold Ashanti maintains insurance to protect only against catastrophic events which could have a significant adverse effect on its operations and profitability. This insurance is maintained in amounts that the company believes to be reasonable depending upon the circumstances surrounding each identified risk. However, damage and third-party claims arising from catastrophic events may exceed the limit of liability on insurance policies the company has in place. Furthermore, AngloGold Ashanti’s insurance does not cover all potential risks associated with its business and may exclude certain parts of its business. AngloGold Ashanti may elect not to insure certain risks due to the high premiums or for various other reasons, including an assessment that the risks are remote.

The company may not be able to obtain insurance coverage at acceptable premiums. The company believes negotiations with insurance providers have become more difficult for a number of reasons, including prevailing macroeconomic conditions and the risk profile of the mining industry. Insurance for certain risks in particular, such as loss of title to mineral property, political risks in certain jurisdictions, environmental pollution, or other hazards resulting from exploration and production, is not generally available to mining companies on acceptable terms. The availability and cost of insurance coverage can vary considerably from year to year as a result of events beyond the company’s control or from claims, and this can result in higher premiums and periodically being unable to maintain the levels or types of insurance the company typically carries.

The failure to obtain adequate insurance could impair the company’s ability to continue to operate in the normal course or could result in the occurrence of events for which AngloGold Ashanti is not insured, either of which could adversely impact its cash flows, results of operations and financial condition.

AngloGold Ashanti is subject to the risk of litigation, the causes and costs of which are not always known.

AngloGold Ashanti is subject to litigation, arbitration and other legal proceedings arising in the normal course of business and may be involved in disputes that may result in litigation. The causes of potential future litigation cannot be known and may arise from, among other things, business activities, environmental and health and safety concerns, share price volatility or failure to comply with disclosure obligations. The results of litigation cannot be predicted with certainty but could include costly damage awards or settlements, fines, and the loss of licenses, concessions, or rights, among other things.

In the event of a dispute AngloGold Ashanti may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in South Africa or the United States.

AngloGold Ashanti is subject to numerous claims, including class actions or similar group claims relating to silicosis and other OLD, and could be subject to similar claims in the future.

AngloGold Ashanti has received notice of two applications for class certification relating to silicosis in which the company is a respondent. It has also received notice of individual claims. For further information, please refer to “Item 8.: Financial Information – Legal Proceedings – South Africa – Silicosis litigation”.

It is possible that additional class actions and/or individual claims relating to silicosis and/or other OLD will be filed against AngloGold Ashanti in the future. AngloGold Ashanti will defend all and any subsequent claims as filed on their merits. Should AngloGold Ashanti be unsuccessful in defending any such claims, or in otherwise favorably resolving perceived deficiencies in the national occupational disease compensation framework that were identified in an earlier decision by the Constitutional Court of South Africa, such matters would have an adverse effect on its financial position, which could be material.

In Colombia, the company is also involved in five class action lawsuits in relation to AGAC Santa Maria-Montecristo and La Colosa projects. One of these class action lawsuits led to a preliminary injunction suspending the mining concession contracts of the Santa Maria-Montecristo project in September 2011. Additionally, in Colombia, AGAC is involved in an action in the Administrative Superior Court of the Cundinamarca District against the Department of the Environment, Housing and Territorial Development (DoE) following its issuance of a fine against AGAC on the basis that AGAC was in breach of its mining terms of reference.

Should the company be unable to resolve disputes favorably or to enforce its rights, this may have a material adverse impact on the company’s financial performance, cash flow and results of operations.

The implementation of an integrated Enterprise Resource Planning (ERP) system could have an adverse effect on AngloGold Ashanti’s results of operations and financial condition.

AngloGold Ashanti is implementing a single, global ERP system to support all the operations managed by AngloGold Ashanti. The ERP system is being implemented over a three-and-a-half-year period which commenced in August 2011. The contemplated implementation of an ERP system on a global basis is inherently a high-risk initiative due to the potential for implementation cost and time overruns. In addition, such implementation could affect the ability of AngloGold Ashanti to report and manage technical and financial information if difficulties in the implementation and operation of the system are experienced, which could have an adverse effect on AngloGold Ashanti’s results of operations and financial condition. The first sites went live during February 2013.

Sales of large quantities of AngloGold Ashanti‘s ordinary shares and American Depository Shares (ADSs), and the perception that these sales may occur or other dilution of the company’s equity, could adversely affect the prevailing market price of the company’s securities.

The bulk of AngloGold Ashanti’s shares are held by a relatively small number of investors. According to information available to the company, AngloGold Ashanti’s four largest shareholders beneficially owned approximately 23.29 percent of AngloGold Ashanti’s ordinary shares as at December 31, 2012.

Poor returns, soaring costs, higher capital expenditure, ill-conceived corporate activity, rising geopolitical and labor risk and low dividend yields over the past few years have resulted in a change in market sentiment towards gold equities. The market price of the company’s securities could fall if large quantities of ordinary shares or ADSs are sold in the public market, if there is divestment by certain types or groupings of investors, or if there is the perception in the marketplace that such sales could occur. Subject to applicable securities laws, holders of the company‘s ordinary shares or ADSs may decide to sell them at any time. The market price of the company’s ordinary shares or ADSs could also fall as a result of any future offerings AngloGold Ashanti makes of its ordinary shares, ADSs, or securities exchangeable or exercisable for the company’s ordinary shares or ADSs, or the perception in the market place that these offerings might occur. AngloGold Ashanti may make such offerings, including offerings of additional ADS rights, share rights or similar securities, at any time or from time to time in the future.

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

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

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

AngloGold Ashanti may not pay dividends or make similar payments to shareholders in the future.

AngloGold Ashanti pays cash dividends only if there are sufficient funds available for that purpose. Fund availability depends upon many factors that include the amount of cash available in relation to AngloGold Ashanti’s capital expenditure on existing infrastructure and exploration and other projects.

Under South African law, companies are entitled to pay a dividend or similar payment to its shareholders only if the company meets the solvency and liquidity tests set out in legislation, and the company’s founding documents.

Given these factors, including the capital and investment needs of the company, and the board of directors’ discretion to declare a dividend that includes the amount and timing thereof, cash dividends may not be paid in the future.

ITEM 4: INFORMATION ON THE COMPANY

4A.

HISTORY AND DEVELOPMENT OF THE COMPANY

GROUP INFORMATION

AngloGold Limited was formed in June 1998 with the consolidation of the gold mining interests of Anglo American plc. AngloGold Ashanti Limited, as the company exists today, was formed on April 26, 2004 following the business combination between AngloGold and Ashanti Goldfields Company Limited.

CURRENT PROFILE

AngloGold Ashanti Limited is headquartered in Johannesburg, South Africa. The company (Registration number 1944/017354/06) was incorporated in the Republic of South Africa in 1944 under the name of Vaal Reefs Exploration and Mining Company Limited and operates under the South African Companies Act 71 of 2008 (Companies Act), as amended.

Its registered office is at 76 Jeppe Street, Newtown, Johannesburg, South Africa, 2001. Telephone: +27 11 6376000.

While AngloGold Ashanti’s primary listing is on the Johannesburg Stock Exchange (JSE), the company is also listed on the London Stock Exchange (LSE), the New York Stock Exchange (NYSE), the Ghana Stock Exchange (GhSE) and the Australian Securities Exchange (ASX).

HISTORY AND SIGNIFICANT DEVELOPMENTS

Below are highlights of key corporate activities from 1998:

1998

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

1998-2004

Expansion of AngloGold Limited’s operations outside of South Africa.

2004

Concluded the business combination with Ashanti Goldfields Company Limited, at which time the company changed its name to AngloGold Ashanti Limited.

2007

Anglo American plc sold 69,100,000 ordinary shares of AngloGold Ashanti, thereby reducing Anglo American’s shareholding in AngloGold Ashanti from 41.7 percent to 16.6 percent.

2009

Anglo American plc sold its remaining shareholding to Paulson & Co. Inc.

2010

AngloGold Ashanti eliminated its hedge book, thereby gaining full exposure to spot gold prices.

2012

AngloGold Ashanti acquired the remaining 50 percent interest in Serra Grande in Brazil for $215 million.

The company acquired 100 percent of First Uranium (Proprietary) Limited for $335 million.

4B.

BUSINESS OVERVIEW

AngloGold Ashanti, one of the world’s major gold exploration, mining and marketing companies, holds a portfolio of operations and projects on four continents, and has a worldwide exploration program. The company works across the full spectrum of the mining value chain.

PRODUCTS

AngloGold Ashanti’s main product is gold. In the course of processing the ore mined, by-products such as silver, uranium oxide and sulfuric acid are produced at the Argentinian, South African and Brazilian operations.

OPERATIONS

AngloGold Ashanti’s 21 operations are located in 10 countries (Argentina, Australia, Brazil, Ghana, Guinea, Mali, Namibia, South Africa, Tanzania and the United States). These include six deep-level mines and surface operations in South Africa as well as a combination of surface and underground mining operations in the Americas, Australia and elsewhere on the African continent.

EXPLORATION

The group’s exploration program, covers greenfield, brownfield, and, more recently, marine exploration. Major development projects are Tropicana in Australia, Kibali in the Democratic Republic of the Congo (DRC) and La Colosa in Colombia. Our extensive brownfield, greenfield and marine exploration programs extend to 14 countries, in both established and new gold-producing regions through managed and non-managed joint ventures, strategic alliances and wholly owned ground holdings.

DEVELOPMENT

AngloGold Ashanti utilizes its exploration team to build on its record of new gold discoveries and to grow its gold endowment. The company has increased its capacity to fund a significant project pipeline by incurring longer-term debt, while maintaining capital discipline and improving returns.

MARKETING

Once processed to the doré (unrefined gold bar) stage at AngloGold Ashanti’s operations, this product is dispatched to various precious metal refineries where the gold is refined to a purity of at least 99.5 percent, in accordance with the standards of “good delivery” as determined by the London Bullion Market Association. It is then sold to bullion banks or refiners. Gold has been a much sought after source of wealth over the centuries, be it as an investment, a store of value or as jewellery. AngloGold Ashanti campaigns actively to promote the demand for gold.

GOLD MARKET

AngloGold Ashanti’s gold is refined at various precious metal refineries. In refined and marketable form, gold normally takes the shape of bars, varying in size from 12.5 kilogram to smaller bars weighing some 1 kilogram or less, all of which contain 99.5 percent gold. Through the refineries the gold is sold directly to bullion banks. Bullion banks are registered commercial banks which deal in gold, distributing bullion bought from mining companies and refineries to markets worldwide. These banks hold consignment stocks in all major physical markets and finance these inventories from the margins they charge physical buyers.

The physical gold market is dominated by the jewellery and investment sectors, which together account for 78 percent of total demand. The balance of gold demand is from the electronics and dentistry industry, as well as the uptake from central banks. While the quantity of gold used in jewellery consumption has decreased over the last decade with the steadily rising gold price, the investment market has largely absorbed available supply. Investment in physical gold involves bar and coin hoarding, medals and other retail investment instruments, as well as the now significant market for exchange traded funds (ETFs).

The gold price averaged $1,668 per ounce for 2012, marking the eleventh consecutive year of average annual price increases. After reaching a record of $1,921 per ounce in September 2011, the gold price failed to reach the same level during 2012.

Although gold has traditional “safe haven” status among financial assets, it did not benefit significantly in 2012. This was largely on account of the continued negative correlation between the dollar gold price and the dollar, in which a stronger dollar tended to cap appreciation in the gold price. This pattern was exacerbated by the fact that investors often sold profitable gold positions.

The announcement by the US Federal Reserve of a further round of quantitative easing in mid-September correlated with a boost in the gold price, however, having averaged $1,651 per ounce over the first three quarters of 2012, the announcement of the third round of quantitative easing (QE3) corresponding with an increase in the gold price average to $1,717 per ounce for the final quarter. As of April 19, 2013, the gold price was $1,404 per ounce.

Investment market

Holdings within the ETF universe showed reasonable growth. Although growth in total gold holdings was lower than that experienced in 2009 and 2010, it was an improvement over 2011. ETF holdings grew by 6.4 million ounces in 2011 which represents growth of 9 percent over the year. In 2012, ETF holdings grew by almost 9.4 million ounces or 12 percent.

Among ETFs, which now include some 32 different funds, the NYSE-listed SPDR Gold Shares (GLD) remained the largest at 43.4 million ounces, or almost half of combined holdings of 88.8 million ounces (as at end 2012). This fund grew by 3.1 million ounces in 2012 and alone accounted for over a third of overall growth in holdings during 2012.

The official sector continued to be a significant source of demand through 2012 with estimates of around 17.2 million ounces (net) bought by various central banks across the globe. The most dominant sources of demand from this sector remain those countries which are not members of the Organization for Economic Co-operation and Development (OECD), such as Brazil, Mexico and South Korea, which added to their gold reserves. In contrast, the third year of the Central Bank Gold Agreement ended at the end of September and total sales of 5 tonnes by its signatories were recorded. This represents the lowest annual sales in any of the agreements.

Bar and coin demand for 2012 failed to match the levels of 2011, declining by 260 tonnes year-on-year. Demand experienced from Europe in 2011 did not materialize again in 2012. However, after a slow start to the first half of the year, Indian demand for bars and coins began to emerge and amounted some 25 percent of total demand for 2012. Demand from China, another important source of demand, was flat at 265 tonnes, primarily due to the slowing of the Chinese economy.

Jewellery markets

A jewellers’ strike and doubling of import duties meant that the first half of the year witnessed very poor demand out of India relative to 2011, down by 24 percent. Sentiment improved in the latter half of the year and India remained the strongest performing market for gold jewellery and, in 2012, accounted for 29 percent of global jewellery fabrication.

Slowing fortunes of the Chinese economy had an impact on jewellery demand from this region, down 4.5 tonnes year-on-year, as consumers cut back on their discretionary spending. Hong Kong maintained its levels of jewellery demand year-on-year at 27 tonnes.

European jewellery demand was similarly affected by economic woes and austerity measures.

The outlook for the gold price remains broadly supportive given the continuation of loose monetary policies in both the United States and Europe. However, there is growing confidence that monetary authorities may have managed the worst of these crises. Austerity measures may continue across Europe and this may weigh on European jewellery demand while further measures by the Indian authorities to curb gold imports mean that jewellery demand from this region will also likely decrease in the short term.

RAW MATERIALS

AngloGold Ashanti uses chemicals including cyanide and lime in the production of gold. These chemicals are available from a large number of suppliers.

COMPETITION

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

INTELLECTUAL PROPERTY

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

SEASONALITY

AngloGold Ashanti’s business is not generally seasonal.

STRATEGY

To achieve its vision to be the leading mining company, AngloGold Ashanti must fulfill its mission to create value for shareholders, employees and business and social partners by safely and responsibly exploring for, mining and marketing its products. Although the primary focus is gold, AngloGold Ashanti will pursue value-creating opportunities in other minerals where it can leverage existing assets, skills and experience to enhance the delivery of value.

Strategic focus areas

AngloGold Ashanti’s five strategic focus areas are set out below:

People are the business, providing the leadership and the supporting management processes to ensure that the right people are in the right roles, doing the right work to deliver against the goals.

Maximize margins, managing revenues to ensure that full value is realized from its products by delivering a quality product and managing costs to protect margins and returns on capital employed.

Manage the business as an asset portfolio, optimizing asset and project portfolios to meet or exceed specified rates of returns. To achieve this, each asset is regularly reviewed and ranked in both absolute terms and relative to its peer group.

Grow the business, developing a range of options for growth, including greenfield and brownfield exploration, new opportunities for promoting organic growth, value-accretive merger and acquisition opportunities, and maximizing the value of commodities other than gold within its portfolio.

Embrace sustainability principles, developing business and social partnerships based on mutual value creation while maintaining a focus on ensuring the safety and well-being of employees, and managing environmental and other impacts.

Management framework

AngloGold Ashanti’s internally developed Project ONE management framework is being implemented throughout the business to support the achievement of its broader strategic objectives. The framework is designed to reduce variability in performance and support a seamless flow from strategy to delivery. This framework prescribes strong leadership, considered role description, appropriate resourcing to the task at hand, well-defined and documented business processes in all areas, clear accountability and consistent analysis of improvement of work undertaken.

Managing performance

The five strategic focus areas are reflected in the role descriptions of each executive and senior manager in the group and form the basis for evaluating and rewarding their performance.

THE REGULATORY ENVIRONMENT ENABLING ANGLOGOLD ASHANTI TO MINE

AngloGold Ashanti’s rights to own and exploit mineral reserves and deposits are governed by the laws and regulations of the jurisdictions in which these mineral properties lie.

AngloGold Ashanti is subject to a wide range of laws and regulations governing all aspects of its operations, including such areas as environmental protection, reclamation, exploration, development, production, taxes, immigration, labor standards and employment issues, occupational health, mine safety, toxic substances, securities and foreign corrupt practices. AngloGold Ashanti has made, and expects to, among other things, make in the future, significant expenditures to comply with these laws and regulations. Non-compliance can result in violations and legal claims, as well as substantial fines, penalties and delays in day-to-day operations. Pending or proposed changes to existing laws and regulations, as well as any proposed or contemplated new laws or regulations could also have significant impacts on AngloGold Ashanti’s business and results of operations, the extent of which cannot be predicted.

There are in some cases certain restrictions on AngloGold Ashanti’s ability to independently move assets out of certain countries in which it has operations, or transfer assets within the group, without the prior consent of the local government or minority shareholders involved. See “Item 10D.: Exchange controls” for details.

For more information on the risks and uncertainties associated with AngloGold Ashanti’s mining rights, see “Item 3D.: Risk factors”, in particular the risk factors entitled “AngloGold Ashanti’s mining rights in the countries in which it operates could be altered, suspended or cancelled for a variety of reasons, including breaches in its obligations in respect of its mining rights”, “Failure to comply with laws, regulations, standards, contractual obligations whether following a breach or breaches in governance processes or fraud, bribery and corruption may lead to regulatory penalties, loss of licenses or permits, and loss of reputation”, “Title to AngloGold Ashanti’s properties may be uncertain and subject to challenge”, “AngloGold Ashanti’s Mineral Reserve, deposits and mining operations are located in countries where political, tax and economic laws and policies may change rapidly and unpredictably and such changes and policies may adversely affect both the terms of its mining concessions, as well as its ability to conduct operations in certain countries” and “AngloGold Ashanti’s Mineral Reserve, deposits and mining operations are located in countries that face instability and security risks that may adversely affect both the terms of its mining concessions, as well as its ability to conduct operations in certain countries”.

South Africa

The MPRDA and the Revised Mining Charter

The Mineral and Petroleum Resources Development Act (MPRDA) came into effect on May 1, 2004. The objectives of the MPRDA are, among other things, to allow for state sovereignty over all mineral and petroleum resources in the country, to promote economic growth and the development of these resources and to expand opportunities for the historically disadvantaged. Another objective of the MPRDA is to ensure security of tenure for the respective operations concerning prospecting, exploration, mining and production. By virtue of the provisions of the MPRDA, the state ensures that holders of mining and prospecting rights contribute to the socio-economicsocioeconomic development of the areas in which they operate.

The Mineral and Petroleum Resources Development Amendment Act (MPRDAA) was passed by Parliament in 2008 and has been signed by the State President and published, but is not yet in effect. Its purpose is to amend the MPRDA in order to, inter alia:among other things:

 

make the Minister of Mineral Resources (Minister) the responsible authority for implementing environmental matters in termsthe requirements of the National Environmental Management Act, 1998 (NEMA) and specific environmental legislation as it relatesthey relate to prospecting, mining, exploration, production and related activities incidental thereto on the prospecting, mining, exploration or production area;

align the MPRDA with the NEMA in order to provide for one environmental management system;

remove ambiguities in certain definitions;

add functions to the Regional Mining Development and Environmental Committee;

amend transitional arrangements so as to further afford statutory protection to certain existing old order rights; and

provide for matters connected therewith.

On December 27, 2012, the Minister published the Draft Mineral and Petroleum Resources Development Bill, 2012 (Bill) and invited the mining industry and interested and affected parties to comment on it. The Bill seeks to amend the MPRDAA, which itself has not yet come into effect, as described above. It is not clearunclear when if ever, the MPRDAA will come into force. All indications areforce or to what extent the Bill will amend the MPRDAA.

The Bill, as currently drafted, contains, among others, the following provisions:

Residue stockpiles: The MPRDAA proposed including residue deposits and residue stockpiles in the definition of land, creating a “statutory accession” of movable dumps back to the land. The Bill extends this definition to include historic mines and dumps created before the implementation of the MPRDA.

Partitioning of rights and transfers of interests in companies: Section 11 of the MPRDA requires that a controlling interest in an unlisted company be consented to by the Minister. The MPRDAA amended this section so that consent by the Minister must also be obtained for the transfer of a controlling interest in a listed company. The Bill as drafted would amend Section 11 of the MPRDA so that a transfer of “any interest” in a listed company must be consented to by the Minister before such transfer, raising the possibility that the DMRtrading of shares of listed companies could be prohibited.

Mine closure: The Bill makes provision for two major changes to mine closure under the MPRDA. Firstly, the MPRDA would be amended so that a mining company could still incur environmental liability even after a closure certificate relative to a mine is currently working on a set of amendmentsobtained. Secondly, the financial provision paid to the MPRDAA and that a billMinister in terms of section 41 of the MPRDA will be publishedretained for comment in 2012.20 years after the granting of the closure certificate.

Penalties: The Bill would also provide for revised penalties for violations of the MPRDA by making provision for both an administrative fine not exceeding 10 per cent of the person or holder’s annual turnover and exports during the preceding year, and imprisonment not exceeding four years.

The Bill is subject to change and any changes to it could be significant.

The Broad-Based Socio-Economic Empowerment Charter for the South African Mining Industry (the Mining(Mining Charter) sprang from the MPRDA and also took effect on May 1, 2004. The Mining Charter committed all stakeholders in the mining industry to transfer ownership of 26 percent of their assets to black or historically disadvantaged South Africans (HDSAs) within 10 years. The Charter also sets targets for, among other things, the advancement of HDSAs into management positions, the employment of women, procurement of goods and services from HDSA-owned companies, training, community development and the upgrading of mine housing. Mining companies are required to devise plans to achieve these targets, must identify current levels of beneficiation and must indicate opportunities for growth.

The objectives of the Mining Charter are to:

promote equitable access to the nation’s mineral resources by all the people of South Africa;

substantially and meaningfully expand opportunities for HDSAs, including women, to enter the mining and minerals industry and to benefit from the exploitation of the nation’s mineral resources;

use the industry’s existing skills base for the empowerment of HDSAs;

expand the skills base of HDSAs in order to serve the community;

promote employment and advance the social and economic welfare of mining communities and the major labor-sending areas; and

promote beneficiation of South Africa’s mineral commodities.

The Mining Charter envisages measuring progress on transformation of ownership by:

taking into account, among other things, attributable units of production controlled by HDSAs;

allowing flexibility by credits or offsets, so that, for example, where HDSA participation exceeds any set target in a particular operation, the excess may be offset against shortfalls in another operation;

taking into account previous empowerment deals in determining credits and offsets; and

considering special incentives to encourage the retention by HDSAs of newly acquired equity for a reasonable period.

Under the Charter, the mining industry as a whole agreed to assist HDSA companies in securing finance to fund participation in an amount of Rand 100 billion ($10.9 billion) over the first five years. Beyond the Rand 100 billion commitment, HDSA participation will be increased on a willing seller-willingseller, willing buyer basis, at fair market value, where the mining companies are not at risk.

Following a review, the DMRDepartment of Mineral Resources (DMR) amended the Mining Charter and the Revised Mining Charter was released on September 13, 2010. The requirement under the Mining Charter for mining entities to achieve a 26 percent HDSA ownership of mining assets by the year 2014 has beenwas retained. Amendments to the Mining Charter in the Revised Mining Charter include, inter alia, the requirement byrequire mining companies to:

facilitate local beneficiation of mineral commodities;

procure a minimum of 40 percent of capital goods, 70 percent of services and 50 percent of consumer goods from HDSA suppliers (i.e., suppliers ofin which a minimum of 25 percent + 1 vote of their share capital must beis owned by HDSAs) by 2014, these targets being, however, exclusive of non-discretionary procurement expenditure;

ensure that multinational suppliers of capital goods put a minimum of 0.5 percent of their annual income generated from South African mining companies into a social development fund beginning in 2010, to contribute to the socioeconomic development of South African communities;

achieve a minimum of 40 percent HDSA demographic representation by 2014 at executive management (board) level, senior management (EXCO) level,as well as in those positions requiring core and critical skills, middle management level and junior management level;

invest up to 5 percent of annual payroll in essential skills development activities; and

implement measures to improve the standards of housing and living conditions for mineworkers by converting or upgrading mineworkers’ hostels into family units, attaining an occupancy rate of one person per room and facilitating home ownership options for all mineworkers in consultation with organized labor, all of which must be achieved by April 30, 2014.

In addition, mining companies are required to monitor and evaluate their compliance with the Revised Mining Charter, and must submit annual compliance reports to the DMR.

The government takes a “Scorecard” approach to the different facets of promoting the objectives of the Charter. It uses the Scorecard when considering applications for the conversion of existing old order rights into new order rights. The Scorecard sets out the requirements of the Charter in tabular form which allows the DMR to “tick off” areas where a mining company is in compliance. It covers the following areas:

human resource development;

employment equity;

migrant labor;

mine community and rural development;

housing and living conditions;

ownership and joint ventures;

beneficiation; and

reporting.

The new Scorecard attached to the Revised Mining Charter makes provision for a phased-in approach for compliance with the above targets over the 5-year period ending on April 30, 2014. For measurement purposes, the Scorecard allocates various weightings to the different elements of the Revised Mining Charter. Failure to comply with the provisions of the Revised Mining Charter will amount to a breach of the MPRDA, may result in the cancellation or suspension of a mining company’s existing mining rights and may prevent AngloGold Ashanti’Ashanti’s South African operations from obtaining any new mining rights.

On April 29, 2009, as required by section 100(1)(b) of the MPRDA, the Minister published the Code of Good Practice for the South African Mineral Industry (the Code)(Code). The purpose of the Code was to set out administrative principles to enhance implementation of the Mining Charter and the MPRDA. The Code is to be read in combination with the Mining Charter and other legislation relating to measurement of socio-economic transformation in the South African mining industry.

A mining right will be granted to a successful applicant for a period not exceeding 30 years. Mining rights may be renewed for additional periods not exceeding 30 years at a time. A mining right can be canceledcancelled if the mineral to which such mining right relates is not mined at an “optimal” rate.

AngloGold Ashanti holds eightseven mining rights in South Africa five of which have been successfully converted, executed and registered as new order mining rights at the Mineral and Petroleum Resources Titles Office (MPRTO). One old order mining right has been converted and executed and is currently awaiting registration in the MPRTO, whilst two old order mining rights are still awaiting conversion by the Minister of Mineral Resources. The deadline for the conversion process from old to new order rights was the end of April 2009 and AngloGold Ashanti has taken all necessary steps to pursue the conversion of its old order mining rights.

A prospecting right will be granted to a successful applicant for a period not exceeding five years, and may only be renewed once for three years. The MPRDA also provides for a retention period of up to three years after prospecting, with one renewal up to two years, subject to certain conditions.

AngloGold Ashanti holds threefour prospecting rights, one of which is in the process of being converted into a mining right. Six new prospecting right applications have been submitted to the Department of Mineral Resources (DMR)DMR since the end of March 2011, after the moratorium on the issuing of rights was lifted.

AngloGold Ashanti also holds a mining permit for the recovery of sand and clay.clay, which is in the process of being renewed.

AngloGold Ashanti applied for and has been granted a refining license and an import and export permit by the South African Diamond and Precious Metals Regulator.

The BBBEE Amendment Bill

In December 2011, the Department of Trade and Industry (DTI) published the Broad-based Black Empowerment Amendment Bill, 2011 (the(2011 BBBEE Amendment Bill) for public comment. If enacted, theThe BBBEE Amendment Bill willsought to amend the Broad-based Black Economic Empowerment Act 53 of 2003 (the BBBEE(BBBEE Act) to provide a framework of principles, strategies and guidelines aimed at promoting the broad-based socio-economic empowerment of HDSAs across the South African economy and society in the form of ownership, management, employment equity, skills development, preferential procurement, enterprise development and socio-economic development. The public comment period expired in February 2012. Following this public participation process, the 2011 BBBEE bill was revised and a new bill published in November 2012 and(2012 BBBEE Amended Bill). As of April 19, 2013, the 2012 BBBEE Amendment Bill iswas still pending in parliament. If enacted in its current form, theThe 2012 BBBEE Amendment Bill will introduceincludes a number of changes to the current framework under the BBBEE Act, including:

amending and clarifying the definition of the intended beneficiaries of such framework;

amending the definition of “Broad-Based Black Economic Empowerment”, or BBBEE, to introduce the concept of sustainableviable BBBEE and to indicateproviding standards for that preferential procurement includes the promotion of local content procurement, which refers to locally produced goods, services or works that meet a certain minimum local content threshold;procurement;

expanding the scope of the Codes of Good Practice, and the related transformation charters, on BBBEE matters that the Minister of Trade and Industry can issue under the BBBEE Act for specific sectors of the South African economy and making it compulsory for public authorities, governmental agencies and other public entities to apply such codes;

introducing into the BBBEE Act itself the definition of fronting BBBEE practices, which to date has been developed outside of the BBBEE Act and has now been expanded to capture the more sophisticated and unsuspecting fronting transactions, making fronting a criminal offense that is punishable with imprisonment and fines under certain circumstances, reasserting in the BBBEE Act the common law remedies for misrepresentation and more generally enhancing the enforcement mechanism against fronting;

establishing a BBBEE Commission responsible for overseeing, supervising and promoting compliance with the BBBEE Act, as well as receiving and investigating BBBEE-related complaints; and

introducing a new clause providing that in the event of a conflict between the BBBEE Act and any other South African law, the BBBEE Act will prevail.DTI may impose special requirements for specific industries.

Currently, it is unclear whether, when or in which final form the BBBEE Amendment Bill will be enacted.

To date, mining companies operating in South Africa have been required to comply with the BBBEE regime set out under the MPRDA and the Revised Mining Charter, which is specific to the mining industry. See “–The MPRDA and the Revised Mining Charter”. Currently, there is uncertainty as to whether and to what extent the BBBEE Amendment Bill, if and when enacted in its current form, will add to and conflict with the BBBEE requirements applicable to mining

companies under the Revised Mining Charter. The potential implications of any such additional or conflicting regulatory requirements are also unclear. In addition, in connection with BBBEE-related matters mining companies may become subject to the regulatory authority of the DTI and the BBBEE Commission in addition to that of the DMR, which may increase the regulatory burden and compliance costs for mining companies.

The Royalty Act

The Mineral and Petroleum Resources Royalty Act, 2008, or the Royalty Act, was promulgated on November 24, 2008 and came into operation on March 1, 2010. The Royalty Act imposes a royalty on refined and unrefined minerals payable to the State.state.

The royalty in respect of refined minerals (which include gold and platinum) is calculated by dividing earnings before interest and taxes, or EBIT, as calculated under IFRS, by the product of 12.5 times gross revenue calculated as a percentage, plus an additional 0.5 percent. EBIT refers to taxable mining income (with certain exceptions such as no deduction for interest payable and foreign exchange losses) before assessed losses but after capital expenditure. A maximum royalty of 5 percent of revenue has been introduced for refined minerals.

The royalty in respect of unrefined minerals (which include uranium) is calculated by dividing EBIT by the product of nine times gross revenue calculated as a percentage, plus an additional 0.5 percent. A maximum royalty of 7 percent of revenue was introduced for unrefined minerals. Where unrefined mineral resources (such as uranium) constitute less than 10 percent in value of the total composite mineral resources, the royalty rate in respect of refined mineral resources may be used for all gross sales and a separate calculation of EBIT for each class of mineral resources is not required. For AngloGold Ashanti, this means that currently the company will pay a royalty based on refined mineral resources (as the unrefined mineral resources (such as uranium) for AngloGold Ashanti for 20112012 constituted less than 10 percent in value of the total composite mineral resources). The rate of royalty tax payable for 20112012 was 2.971.3 percent of revenue of the company’s South African operations.

CONTINENTAL AFRICA

Democratic Republic of the Congo

The mining industry in the Democratic Republic of the Congo (DRC) is regulated primarily by the Mining Code enacted in July 2002 and its ancillary Mining Regulations, promulgated in March 2003 (DRC Mining Code). The DRC Mining Code vests the Minister of Mines with the authority to grant, refuse, suspend and terminate mineral rights. Mineral rights may be granted in the form of exploration permits for an initial period of four years or in the form of mining permits which are granted for an initial period of 30 years. An exploration permit may, at any time before expiry, be transformed partially into a mining license or a small-scale mining permit. ExploitationMining permits are granted upon successful completion of exploration and satisfaction of certain requirements, including approval of an environmental impact study and an environmental management plan.

The holder of a mining permit is required to commence development and mine construction within three years of the award of such permit. Failure to do so may lead to forfeiture of the mining permit. A permit holder must comply with specific rules relating to, among others, protection of the environment, cultural heritage, health and safety, construction and infrastructure planning. Mining and exploration activities are required to be undertaken so as to affect as little as possible the interests of lawful occupants of land and surface rights holders, including their customary rights. The exercise of mineral rights by title holders which effectively deprives or interferes with the rights of occupants and surface rights holders, requires payment of fair compensation by the mineral title holder.

To protect and enforce rights acquired under an exploration or mining permit, the DRC Mining Code provides, depending on the nature of a dispute or threat, administrative, judicial and national or international arbitral recourses.

The DRC Mining Code sets out taxes, charges, royalties and other fees payable to the treasury by a mining title holder in respect of its activities. It also provides for a level of fiscal stability, in that existing tax, customs, exchange and benefits applicable to mining activities are guaranteed to remain unchanged for a period of 10 years in favor of a mining title holder in the event that amendments to the DRC Mining Code would result in less favorable payment obligations. In 2011,

On January 1, 2012, a value added tax (VAT) replaced the previously applicable sales tax. The standard rate of VAT is 16 percent and is applicable to mining companies.

On January 1, 2013, a withholding tax of 14 percent became effective. The tax is applicable to services fees payable to a non-resident service provider by a resident of the DRC.

On July 18, 2012 the Convention between the Government of the Republic of South Africa and the Government of the Democratic Republic of Congo for the avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income (Convention) came into effect, and is applicable to:

withholding taxes on amounts paid or credited on or after 1 January 2013; and

other income taxes, levied in respect of taxable periods beginning on or after 1 January 2013.

The Convention reduces the withholding tax on dividends paid by companies resident in the DRC Government passedto companies resident in South Africa from 20 percent to 5 percent and on interest paid by companies resident in the DRC to companies resident in South Africa from 20 percent to 10 percent. A South African company must own at least 25 percent of a law introducing VAT at a rate of 16 percent. As this new tax framework conflicts with somerelevant DRC entity’s outstanding shares in order to take advantage of the provisionsreduced rates.

In October 2012, the DRC Minister of Mines announced a proposed overhaul of the DRC Mining Code,Code. An informal review process has commenced. The proposals seek to, among others, increase the Chamber of Mines is now seeking clarificationgovernment stake to 35 percent from the DRC Government. This may result inexisting 5 percent, increase the DRC Mining Code being amended in the coming year.royalty rates from 2.5 percent to 6 percent on some minerals, and introduce a windfall tax of 50 percent levy on certain “super profits”. No formal timeframe or process has been announced for this review.

AngloGold Ashanti holds the majority stake and is the operator of Ashanti Goldfields Kilo (AGK) (86.22 percent), an exploration and mining joint venture with Société Minière de Kilo-Moto (SOKIMO) (13.78 percent), a state-owned gold company.

AngloGold Ashanti also holds a stake in the Kibali gold project located in northeastern DRC. The project is operated by Randgold Resources and is owned by Randgold Resources (45 percent), AngloGold Ashanti (45 percent) and SOKIMO (10 percent), which latter share represents the interest of the DRC government in the Kibali gold project. This project is currently in construction phase with first production anticipated in 2014.

Ghana

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

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

Control of mining companies

The Ghana Minister of Mines has the power to object to a person becoming or remaining a ‘shareholder controller’,shareholder controller, a ‘majoritymajority shareholder controller’controller or an ‘indirect controller’“indirect controller” of a company which has been granted a mining lease if the Minister believes the public interest would be prejudiced by the person concerned becoming or remaining such a controller.

Stability agreement

The GMM Act provides for stability agreements as a mechanism to ensure that the incentives and protection afforded by laws in force at the time of the stability agreement are guaranteed for a period of 15 years. A stability agreement is subject to ratification by Parliament.

Prior to the business combination between AngloGold and Ashanti in April 2004, AngloGold and the government of Ghana agreed on the terms of a stability agreement (the “Ghana Stability Agreement”) to govern certain aspects of the fiscal and regulatory framework under which AngloGold Ashanti would operate in Ghana following the implementation of the business combination. The stability agreementGhana Stability Agreement necessitated the amendment of the Obuasi mining lease which had been ratified by Parliament.

Under the stability agreement,Ghana Stability Agreement, the government of Ghana agreed:

to extend the term of the mining lease relating to the Obuasi mine until 2054 on terms existing prior to the business combination;

to maintain, for a period of 15 years, the royalties payable by AngloGold Ashanti with respect to its mining operations in Ghana at a rate of 3 percent per annum of the total revenue from minerals obtained by AngloGold Ashanti from such mining operations;

to ensure the income tax rate would be 30 percent for a period of 15 years. The agreement was amended in December 2006 to make the tax rate equal to the prevailing corporate rate for listed companies; and

to permit AngloGold Ashanti and any or all of its subsidiaries in Ghana to retain up to 80 percent of export proceeds in foreign currencies offshore, or if such foreign currency is held in Ghana, to guarantee the availability of such foreign currency.

The stability agreementGhana Stability Agreement also stipulates that a sale of AngloGold Ashanti’s or any of its subsidiaries’ assets located in Ghana remains subject to the government’s approval. Furthermore, the government retains its special rights (Golden Share) under the provisions of the GMM Act pertaining to the control of a mining company, in respect of its assets and operations in Ghana.

The Governmentgovernment of Ghana agreed that AngloGold Ashanti’s Ghanaian operations will not be adversely affected by any new enactments or orders, or by changes to the level of payments of any customs or other duties relating to mining operations, taxes, fees and other fiscal imports or laws relating to exchange control, transfer of capital and dividend remittance for a period of 15 years after the completion of the business combination. For example, AngloGold Ashanti

The government of Ghana has been exempted fromconstituted a review committee to review and renegotiate stability agreements with the applicationmining companies. Within the committee’s powers of review are the redrafting of such stability agreements, the determination of whether stability agreements comply with the mining laws of Ghana and the Ghanaian legal regime for mining (fiscal requirements, foreign exchange regulations and the provisions of the National Fiscal Stabilization Act 2009 (Act 785) (NFS Act). The NFS Act

tax laws), and the preparation of guidelines to govern the granting of stability agreements in the mining industry. We are currently participating in negotiations with the Ghanaian review committee.

imposed a 5 percent levy on all profits beforeIn March 2012 the tax for mining companies for fiscal years 2009 and 2010, as a temporary measure to raise additional revenue to meet critical expenditures, while maintaining the government’s fiscal objectives. In its 2011 Budget Statement and Economic Policy, the Government extended the applicationlaws of the NFS Act for another fiscal year. AngloGold Ashanti has also been exempted from the application of the March 2010 amendmentGhana were amended. Changes to the GMM Act. The Minerals and Mining (Amendment) Act, 2010 (Act 794) fixedtax laws include:

An increase in the royaltyincome tax rate at 5 percent, whereas the prior GMM Act provision had stated that royalties payable would not be more than 6 percent or less than 3 percent of the total revenue of minerals obtained by the holder.

Foreseeable impact of Ghana’s 2012 Budget Statement on AGA operations in Ghana

Accordingapplicable to the November 2011 Budget Statement, Corporate Tax for mining companies will be increasedbusinesses from 25 percent to 35 percent. AngloGold Ashanti is currently protected until 2019 from any increase of its income tax rate to greater than the rate provided for under the Ghana Stability Agreement.

Introduction of a new capital allowance regime for class 3 assets (which include mineral and petroleum exploration and production rights, buildings, structures and works of a permanent nature used in mineral and petroleum exploration and production and plant and machinery used in mining and petroleum operations) that provides for a 20 percent andstraight line rate for a further Windfall Profit Taxperiod of 10five years. Pursuant to the Ghana Stability Agreement, this change will not affect AngloGold Ashanti until 2019.

Elimination of the 5 percent was imposedallowance on profit with effect fromprior year additions. Prior to the 2012 amendment, the tax code granted an additional 5 percent of the value of assets acquired and qualified to be classified as class 3 assets for the purpose of granting capital allowances. Capital allowance is now 20 percent each year on the total value of the assets. Pursuant to the Ghana fiscal year, which commenced January 2012. This will have the overall effect of increasing mining companies’ tax liability by 20 percent. Additionally, when determining chargeable income for tax purposes, the costs incurred by a mining company in one contract area or siteStability Agreement, this change will not be allowedaffect AngloGold Ashanti until 2019.

A ring fencing rule to be setprevent mining businesses from deducting or setting off against profitscosts from another contractone mining area or site belongingwith another’s income. Pursuant to such mining company.the Ghana Stability Agreement, this change will not affect AngloGold Ashanti until 2019.

While the stability agreement (as amended) between AGA and the Government of Ghana caps AGA’s Corporate Tax liability at 30 percent and precludes AGAStability Agreement protects AngloGold Ashanti from being adversely affected by any new enactments that would impose obligations upon AGAAngloGold Ashanti or any of its Ghanaian subsidiaries, the Government of Ghana has announced that it has constituted a team to re-negotiaterenegotiate stability agreements with mining companies. To date, no formal communicationA government committee has been received by AGA in this regard.invited AngloGold Ashanti for discussions and requested certain information. The government may intend to review the Ghana Stability Agreement.

Retention of foreign earnings

AngloGold Ashanti’s operations in Ghana are permitted to retain 80 percent of their foreign exchange earnings in an offshore foreign exchange account. In addition, the company has permission from the Bank of Ghana to retain and use US dollars, outside of Ghana, required to meet payments to the company’s hedge counterpartscounterparties which cannot be met from the cash resources of its treasury company.

Localization policy

AMining companies must submit a detailed program must be submitted for the recruitment and training of Ghanaians with a view to achieving ‘localization’“localization”, which is the replacement of expatriate personnel in a company’s Ghanaian operations by Ghanaian personnel. In addition, the holdermining companies must give preference to Ghanaian products and personnel, to the maximum extent possible, consistent with safety, efficiency and economies. Recently passed Minerals and Mining (General) Regulations, 2012 (L.I. 2173) give further details on the localization policy.

Except as otherwise provided in a specific mining lease, all immovable assets of the holder underof the mining lease vest in the State upon termination, as does all moveable property that is fully depreciated for tax purposes. Moveable property that is not fully depreciated is to be offered to the Statestate at the depreciated cost. The holder must exercise his rights subject to such limitations relating to surface rights as the Minister of Mines may prescribe.

Mining properties

The company is required to pay ground rent to the government of Ghana and such other fees as are prescribed by legislation, including royalties on timber felled within the lease area.

Obuasi

The current mining lease for the Obuasi area was granted by the Governmentgovernment of Ghana on March 5, 1994. It grants mining rights to land with an area of approximately 334 square kilometers in the Amansie East and Adansi West districts of the Ashanti region for a term of 30 years from the date of the agreement. In addition, the application for a mining lease over thean adjacent 140 square kilometers haswas also been granted, resulting in the total area under the mining lease conditions increasing to 474 square kilometers, (the Lease Area). The company is required to pay rent to the Government of Ghana (subject to review every five years, when the rent may be increased by up to 20 percent) at a rate of approximately $5 per square kilometer and such royalties as are prescribed by legislation, including royalties on timber felled within the Lease Area. kilometers.

The Government of Ghana agreed to extend the term of the mining lease relating to the Obuasi mine until 2054. The mining lease was formally ratified by Parliament on October 23, 2008.

Iduapriem and Teberebie

Iduapriem has title to a 33 square kilometer mining lease granted on April 19, 1989 for a period of 30 years. The terms and conditions of the lease are consistent with similar leases granted in respect of the Obuasi mining lease. Teberebie has two leases, one granted in February 1998 for a term of 30 years, and another granted in June 1992 for a term of 26 years. In January 2009 Iduapriem obtained a new mining lease, the Ajopa Concession, for a period of 10 years. The concession covers an area of 48.34 square kilometers. In December 2011 the Minister of Lands and Natural Resources gave his consent for Teberebie’s title to a 25.83 square kilometer mining lease, granted in June 1992 for a period of 30 years, to be assigned to Iduapriem. While ownership of the lease has passed to Iduapriem, the registration of the transfer of the lease is still in process.

Guinea

In Guinea, all mineral substances are the property of the state. Mining activities are currently regulated by the Mining Code, 1995. However, a new Mining Code was promulgated on September 9, 2011 and published in the official gazette in January 2012 (New Mining Code). The New Mining Code will come into force once a presidential decree has been published. See “New Mining Code” below.

The right to undertake mining operations can only be acquired by virtue of one of the following mining titles: surveying permit, small-scale mining license, mining prospecting license, mining license or mining concession. The holders of mining titles are guaranteed the right to dispose freely of their assets, to organize their enterprises as they wish, to engage and discharge staff in accordance with the regulations in force, to freely move their staff and their products throughout Guinea and to dispose of their products in international markets.

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

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

SAG has the exclusive right to explore and mine in the remaining Siguiri concession area for an additional 22-year period from November 11, 1996 under conditions detailed in a Convention de Base which predates the Guinea Mining Code 1995.(described below).

Key elements of the Convention de Base are that:

The Republic of Guinea (the State)(Guinea) holds a 15 percent free-carried or non- contributorynon-contributory interest; is entitled to a royalty of 3 percent based on a spot gold price of less than $475 per ounce; and is owed 5 percent of the value of gold exported, based on a spot gold price above $475 per ounce, as fixed on the London Gold Bullion Market;

A local development tax of 0.4 percent is payable on gross sales revenue;

Salaries of expatriate employees are subject to a 10 percent income tax;

Mining goods imported into Guinea are exempt from all import taxes and duties for the first two years of commercial production; and

SAG is committed to adopting and progressively implementing a plan for the effective rehabilitation of the mining areas disturbed or affected by operations.

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

NewGuinea Mining Code

The government enacted a mining code in September 2011 (Guinea Mining Code). However, the government suspended the application of the Guinea Mining Code pending the finalization of certain further amendments. In November 2012, a draft bill modifying certain provisions of the Guinea Mining Code was circulated for comment (Draft Bill). The revised Guinea Mining Code has not yet been finalized.

Pursuant to the NewGuinea Mining Code, existing mining titles in effect on the date on which the NewGuinea Mining Code comes into force remain valid for their duration and for the substances for which they have been issued.

The NewGuinea Mining Code provides for the establishment of a State mining company which will hold the interests that the StateGuinea has in all the mining companies present in Guinea. The granting of a mining title by the StateGuinea gives rise to a State shareholding of 15 percent in the mining company, which may not be diluted. This interest is acquired upon signing of the mining title and no financial contribution may be requested from the StateGuinea in return. The StateGuinea further reserves the right to acquire an additional share of 20 percent in cash in accordance with the terms established with each company concerned, which could bring the total shareholding of the StateGuinea to 35 percent.

The provisions contained in the NewGuinea Mining Code concerning mining tax, customs duties, transparency, anti-corruption and labor (Mandatory Provisions) shall apply within 60 days following the effective date of the NewGuinea Mining Code to all mining companies having reached the exploitation phase. The NewGuinea Mining Code does not provide for transitional, stability or harmonization provisions concerning these Mandatory Provisions. To the extent that non-mandatory provisions of the NewGuinea Mining Code are inconsistent with the Convention de Base, the Government of Guinea and AGA are required to work together as soon as possible after the NewGuinea Mining Code comes into force to harmonize the Convention de Base with the NewGuinea Mining Code.

The aforementioned Mandatory Provisions may be applicable to AGAAngloGold Ashanti as it is currently in exploitation phase. To date, AGA has not received any formal communication from the Government of Guinea relating to the renegotiation of its Convention de Base.

The NewGuinea Mining Code also contains a formal commitment to the principles of the Extractive Industries Transparency Initiative (EITI). The EITI sets a global standard for oil, gas and mining companies to publish what they pay and for governments to disclose what they receive. In addition to binding the government to EITI, the code requires all mining companies working in Guinea – even those from countries that have not committed to EITI – to respect the initiative'sinitiative’s principles and processes.

Currently, the government holds a stake of 15 percent in the Siguiri gold mine. Following the adoption of the Guinea Mining Code, the Guinean government also announced its intention to carry out a review of the mining conventions currently in force in Guinea (including the Convention de Base). According to the Guinean government’s description of the review, the review will focus, among other things, on the financial model of each mining convention, the discrepancies between the content of each existing convention and the new mining code, the legal status of each convention, and the specific challenges associated with the development of each project.

The Government has established a technical committee (the “Technical Committee”) tasked with negotiating amendments to mining conventions currently in place between the Government and the mining companies, to ensure the progressive implementation of the provisions of the Guinea Mining Code. The Draft Bill provides that the amendment agreements need to be finalized at the latest 24 months following the publication of the Guinea Mining Code. To date, SAG has not received any formal communication from the Government of Guinea relating to the renegotiation of its Convention de Base, but it expects that it may be invited by the Technical Committee to renegotiate its Convention de Base during the course of 2013 or 2014.

Mali

Mineral rights in Mali are governed by Ordinance No. 99-32/P- RMP-RM of August 19, 1999 enacting the mining code, as amended by No. 013/2000/P-RM of February 10, 2000 and ratified by Law No. 00-011 of May 30, 2000 (the “Mali Mining Code)Code”), and Decree No. 99-255/P-RM of September 15, 1999 implementing the Mali Mining Code.

Prospecting activities are carried out under prospecting authorizations (authorization(authorization de prospection)prospection). The authorizations give an individual or corporate entity the exclusive right to carry out prospecting activities over a given area for a period of three years renewable once for a period of 3 years without a reduction in the area covered by the authorization. Exploration activities may be carried out under exploration permits (permis(permis de recherche)recherche). The latter are granted to corporate entities only by order of the Minister of Mines. Exploration permits are granted for a period of three years, renewable twice for additional three-year periods. Each renewal requires the permit holder to relinquish 50 percent of the area covered by such permit. The entity applying for such a permit must provide proof of technical and financial capabilities.

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

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

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

Applications for prospecting authorizations and exploration permits must contain various documents attesting to the financial and technical capacity of the applicant, a detailed works and costs program, a map defining the area which is being requested and providing geographical coordinates, the exact details relating to the identity of the applicant and evidence of the authority of the signatory of the application. Such titles are granted by ministerial order. Any refusal to grant such titles shall be notified by letter from the Minister of Mines to the applicant.

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

AngloGold Ashanti has interests in Morila, Sadiola and Yatela, all of which are governed by establishment conventions covering exploration, mining, treatment and marketing in a comprehensive document. These documents include general provisions regarding exploration (work program, fiscal and customs framework) and exploitation (formation of a local limited liability mining company, State interest, fiscal and customs framework governing construction and exploitation phases, exchange controls, marketing of the product, accounting regime, training programs for local labor, protection of the environment, reclamation, safety, hygiene and dispute settlement).

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

AngloGold Ashanti has complied with all applicable requirements and the relevant permits have been issued. Morila, Sadiola and Yatela have 30-year permits which expire in 2024, 2020 and 2024, respectively.

Namibia

The Minerals (Prospecting and Mining) Act 33 of 1992 (the MPM(MPM Act) provides that all rights to minerals in the Republic of Namibia vest in the State.state. The Mining Rights and Mineral Resources division of the Directorate of Mining handles all applications for and allocation of rights in relation to minerals in the Republic of Namibia.

Prospecting and mining activities are regulated by the MPM Act which, among others, provides for the granting, refusal, suspension and termination of rights in relation to minerals. The right to undertake prospecting and mining operations can only be acquired by virtue of one of the following mining titles:

Non-exclusive Prospecting Licenses;

Reconnaissance Licenses;

Mining Claims;

Exclusive Prospecting Licenses;

Mineral Deposit Retention Licenses; and

Mining Licenses.

To enable a company to prospect or mine,for minerals, the Ministry of Mines and Energy may grant an Exclusive Prospecting License (oror a Mining Claim in some instances).Non-exclusive Prospecting License. Upon application and presentation of a feasibility study, the Ministry then grants a Mining License. Alternatively, the holder of a Non-Exclusive Prospecting License may peg and register a Mining Claim. Licensing decisions take into account the abilities of the company (including its mining, financial and technical capabilities), projected rehabilitation programs and the payment of royalties. Mining Licenses are only awarded to Namibian citizens and companies registered in Namibia, which includes foreign companies registered with the Namibian registrar of companies. A Mining Claim, on the other hand, may only be pegged by Namibian citizens or companies whose articles of association limits shareholding in those companies to Namibian citizens.

In 2011, the government adopted the New Equitable Economic Empowerment Framework (NEEEF). The objectives of the NEEEF are aimed at redressing past inequalities and providing measures for empowerment. No legislation implementing the NEEEF has to date been enacted. In addition, the Chamber of Mines is in the process of negotiating its own charter with the government.

AngloGold Namibia (Pty) Ltd was granted the necessary licenses in respect of its mining and prospecting activities in Namibia. Its current 15-year Mining License expires in October 2018. An application has been submittedpresented to the Ministry of Mines and Energy for the extension of the aforementioned Mining License to 2030. This application includes the mining area known as the Anomaly 16.

Taxes

The Namibian Government appears to have withdrawn or deferred the mining tax proposals that it made in 2011. These proposals included, amongstamong others, a requirement for mines to pay a value added tax of 15 percent on the export value of unprocessed minerals, a 5 percent export duty and an increased corporate tax rate of 44 percent, up from 37.5 percent. The minimum historic corporate tax rate on mining companies is 25 percent. Most mining companies currently pay between 25 and 40 percent, with diamond mines taxed at 55 percent. A corporate tax of 40 percent applies to profits from non-mining activities. There is a 10 percent withholding tax on interest earned by foreigners on their deposits held with Namibian banks or unit trust schemes. There is also a 25 percent withholding tax on certain services, management and consultancy fees rendered by foreigners.

An amount received from the sale or other disposal of a mineral license or the shares in a company holding a mineral license is deemed to be an income source in Namibia for purposes of calculating income tax, regardless of where the

transaction takes place.

Royalties

In 2008, the Government confirmed a royalty schedule that originally had been introduced in 2004. Since then all mining companies, at the discretion of the Minister of Mines and Energy, pay a royalty of between 3 percent and 10 percent on the market value of base, precious, and rare metals and non-nuclear mineral fuels. AGAAngloGold Namibia (Pty) Ltd currently pays a royalty of 3 percent. The government also introduced a windfall royalty, (now in effect), which is payable at the discretion of the Minister, and a new type of royalty in respect of all minerals other than precious stones and dimension stones, which might function as a penalty royalty. For example, this penalty may be imposed on minerals that are not in their most refined state that have been or are about to be exported and are of such a nature that their value can be increased by way of a practical and economical refining process that is available in Namibia.

Tanzania

Mineral rights in the United Republic of Tanzania are principally governed by the Mining Act of 2010 (the(Tanzania Mining Act), and the Mining Regulations, 2010 (Tanzania Mining Regulations), which include: Mining (Mineral Rights) Regulations 2010; Mining (Environmental Protection For Small Scale Mining) Regulations 2010; Mining (Mineral Beneficiation) Regulations 2010; Mining (Mineral Trading) Regulations 2010; Mining (Safety, Occupational Health and Environmental Protection) Regulations 2010; and the Mining (Radioactive Mineral) Regulations 2010.

The Tanzania Mining Act and the Tanzania Mining Regulations came into force in November 2010. Ownership of and control over minerals on, in or under the land vest in the President of the United Republic of Tanzania. No person is allowed to prospect for minerals or carry on mining operations except pursuant to the authority of a mineral right license granted, or deemed to have been granted, under the Tanzania Mining Act or its predecessor acts.

To enable a company to prospect or mine, the Ministry of Energy and Minerals (the MEM)(MEM) initially grants an exclusive prospecting license. Upon presentation of a feasibility study, together with certain other environmental, social and financial assurances, the MEM may then grantsgrant a form of license for mining. Licensing decisions take into account the abilities of the company (including its mining, financial and technical capabilities), projected rehabilitation programs, environmental compliance and the payment of royalties.

The following licenses can be applied for under the Tanzania Mining Act:

Licenses for Exploration:

Prospectingprospecting license;

Gemstonegemstone prospecting license; and

Retentionretention license.

Licenses for Mining:

Specialspecial mining license (if the proposed capital investment is equal to at least US$100 million);

Miningmining license (if the proposed capital investment is equal to between US$100,000 and US$100 million); and

Primaryprimary mining license (reserved for Tanzanian citizens).

Licenses for Ancillary Activities:

Processingprocessing license;

Smeltingsmelting license; and

Refiningrefining license.

For purpose of AngloGold Ashanti’s Geita Gold Mine, only prospecting, retention and special mining licenses are relevant.

A prospecting license grants the holder the exclusive right to prospect in the area covered by the license for all minerals within the class of minerals applied for. The classes that can be applied for include (amongst others):

metallic minerals;

energy minerals;

gemstones other than kimberlitic diamonds; and

kimberlistickimberlitic diamonds.

An application for a prospecting license is made to the Commissioner for Minerals and the license is valid for a period of four years. Thereafter, the license is renewable for three further periods – the first period being for three years and the second and third periods being for two years each. Upon each renewal, 50 percent of the area covered by the license must be relinquished. A company applying for a prospecting license must, inter alia,among other things, state the financial and technical resources available to it.

If the holder of a prospecting license has identified a mineral deposit within the prospecting area that is potentially of commercial significance but that cannot be developed immediately because of technical constraints, adverse market conditions or other economic factors of a temporary character, it can apply for a retention license. A retention license can also be requested from the Minister after the expiry of a prospecting license period, for reasons ranging from financial to technical considerations. A retention license is valid for a period not exceeding five years and is thereafter renewable for a single period of five years. The advantage of converting a prospecting license into a retention license is that the MEM may not revoke a retention license if the license holder fails to meet its obligations within the time frame agreed on application for the license (as would be the case with a prospecting license).

Holders of prospecting or retention licenses over a tenement will not automatically have first right to any mining license granted over that tenement. However, in practice, they will be best positioned to meet the requirements to be granted a form of license for mining.

Mining is mainly carried out through either a mining license or a special mining license, both of which confer on their holder the exclusive right to conduct mining operations in or on the area covered by the license. A special mining license is granted for the shorter of either the estimated life of the ore body indicated in the feasibility study report or such period as the applicant may request. It is renewable for a further period not exceeding the estimated life of the remaining ore body.

Except in the case of a special mining license, a mineral right may be freely transferred by its holder (in whole or in part) to another person or entity without requiring consent from the MEM. However, the Commissioner for Minerals must be notified of any transfer of a prospecting or retention license and will refuse to register the transfer unless the transferee proves that it meets the financial and technical capability criteria required to apply for such licenses. The assignment of a special mining license generally requires the prior consent of the MEM, such consent not to be unreasonably withheld or delayed. There are limited exceptions to the requirement for the Minister’s consent (such as transfers to an affiliate company of the license holder or to a financial institution or bank as security for any loan or guarantee in respect of mining operations).

Special mining licenses have certain fiscal and other advantages over mining licenses, as the holder of a special mining license may enter into a mining development agreement with the government of Tanzania to guarantee the fiscal stability of a long-term mining project and make special provision for the payment of royalties, taxes, fees and other fiscal imposts and a special mining license holder may, in certain circumstances, unilaterally amend the program of the mining operations agreed with the MEM.

AngloGold Ashanti has concluded a development agreement with the Ministry and was issued a mining license for a period of 25 years, which expires in 2023.

The Finance Act 2012 which was passed on October 11, 2012 introduced some important changes to the fiscal regime with effect from July 1, 2012 that impact upon AngloGold Ashanti, in particular:

Introduction of a 30 percent capital gains tax on the sale of shares by an off-shore parent company. Changes were also made to the procedure for payment of capital gains tax by the seller of shares. Tax at the rate of 30 percent is payable by way of an initial installment of 20 percent on the transfer, based on the notional gain that the seller would make where after a further installment of the remaining 10 percent is due.

Prior to 2012 budgetary changes under the VAT Act 1997, mining companies were entitled to 100 percent VAT relief. This implied that no VAT was applicable on purchases made by mining companies. Following amendments to the VAT Act through the Finance Act 2012, the provision providing VAT relief to mining companies was repealed. As a result mining companies are no longer eligible for VAT relief.

AUSTRALASIA

Australia

In Australia, with a few exceptions, all onshore minerals are owned by the Crown (in right of the State).Crown. The respective Minister for each Statestate and Territoryterritory is responsible for administering the relevant mining legislation enacted by the Statesstates and Territories.territories.

Native Title legislation applies to certain mining tenures within Australia. Australia recognizes and protects a form of Native Title that reflects the entitlement of Aboriginal people to their traditional lands in accordance with their traditional custom and laws. Should Native Title claims or determinations exist, certain Native Title processes and procedures will apply under the Native Title Act 1993 (Cth) before the tenure is granted. Tenure may be granted subject to conditions relating to Native Title rights. In the mining context, Native Title matters are managed as part of the tenement grant process. If disputes arise in relation to the grant of a particular tenement, they can be referred to the National Native Title Tribunal, established under the Native Title Act, for resolution.

Other Federalfederal and Statestate Aboriginal heritage laws operate in parallel to the Native Title legislation. They exist predominantly for the purposes of protecting Aboriginal sites and areas of significance from disturbance. To date, there has not been any significant impact on any of AngloGold Ashanti’s tenure due to Native Title or Aboriginal Heritage legislation.

AngloGold Ashanti’s operating properties are located in the state of Western Australia where tenure is issued under, and mining operations are governed by, the Mining Act 1978 (WA). The most common forms of tenure are exploration and prospecting licenses, mining leases, miscellaneous licenses and general purpose leases. In most Australian states, if the holder of an exploration license establishes indications of an economic mineral deposit in the area covered by the exploration license and complies with the conditions of the grant, the holder of the exploration license has a priority right against all others to be granted a mining lease which gives the holder exclusive mining rights with respect to minerals on the property. A general purpose lease may also be granted for one or more of a number of permitted purposes. These purposes include erecting, placing and operating machinery and plantplants in connection with mining operations, depositing or treating minerals or tailings and using the land for any other specified purpose directly connected with mining operations.

Mining tenures will be granted with conditions relating to protection of the environment. Exploration and mining operations may also require separate approval from the State, Territorystate, territory or Federal Environment Minister underfederal environment minister, which may require completion of an environmental impact assessment andpursuant to applicable protection legislation prior to commencement. Further, an operating license under the State or Territoryrelevant environmental protection legislation in the state or territory may also be required for certain mine processing or mining-related operations.

It is possible for an individual or entity to own an area of land and for another individual or entity to be granted the right to explore for or mine any minerals located on or under the surface of the same area. Typically, the maximum initial term of a mining lease is 21 years and the holder has the right to renew the lease for an additional 21 years. Subsequent renewals are granted at the discretion of the respective Statestate or Territory’sterritory’s minister responsible for mining rights. In Western Australia, mining leases can only be assigned with the prior written consent of the minister.

Government royalties are payable by the holder of mining tenure in respect of minerals obtained from the relevant area of land, at the rates specified in the relevant legislation in each Statestate or Territory.territory. The royalty on gold production in Western Australia is payable quarterly at a fixed rate of 2.5 percent of the royalty value of gold metal produced and sold. The royalty value is calculated by multiplying the amount of gold produced during a given month by the average gold spot price for that month. In addition, the holder of mining tenure may be required to pay annual rent in respect of the tenure. In Western Australia there is a minimum annual expenditure requirement for prospecting and exploration licenses and mining leases. Exemptions from the expenditure requirement can be obtained if certain conditions are satisfied.

AngloGold Ashanti has been granted 21-year term mining leases with rights of renewal to all of its mining areas in Australia, including its proportionate share of joint venture operations and accordingly it has, together with its joint venture partners where applicable, the exclusive right to mine in those areas. Both the group and its joint venture partners are fully authorized to conduct operations in accordance with relevant laws and regulations. The mining leases and rights of renewal cover the current life-of-mine at AngloGold Ashanti’s operations in Australia.

AMERICAS

Argentina

Land ownership & mining rights

The ArgentineArgentinean Mining Code governs mining activity in the country. Special regimes exist for hydrocarbons and nuclear minerals. In the case of most minerals, the Argentinean Mining Code establishes that the owner of the land is not the owner of the mineral rights; these are held by the national or provincial governments (depending on the location of the minerals). The national or provincial government, as applicable, is required by the ArgentineArgentinean Mining Code to grant whomever discovers a new mine title to the mining concession.

The ArgentineArgentinean Mining Code regulates exploration permits and mining concessions. Exploration permits grant their holders exclusivity rights to any mineral discoveries, including those made by a third party within the exploration area covered by the permit. Exploration permits are limited in time and as to the extent of the exploration area, are subject to the payment of a single-time fee, and also require a minimum exploration work program and schedule to keep the permit in force.

The ArgentineArgentinean Mining Code also regulates mining concessions, or exploitation rights. Priority for receiving a mining concession is given to the registered discoverer of the mine, which holds the exploration permit. Once the application for a mine has been submitted, the applicant may commence works and must submit a legal survey of the units

requested for the new mine. The application and the legal survey may be opposed by third parties following specific proceedings set forth in the ArgentineArgentinean Mining Code. Approval and registration of the legal survey by the Provincial mining authority constitutes formal title to the mining concession.

Any mining company wishing to commence or modify any mining-related activity, as defined by the ArgentineArgentinean Mining Code, including prospecting, exploration, exploitation, development, preparation, extraction, and storage of mineral substances, as well as property abandonment or mine closure activity, is required to prepare and submit to the competent Provincial environmental authority an Environmental Impact Assessment (EIA) prior to commencing the work. Each EIA is required to describe the nature of the proposed work, its potential risk to the environment, and the measures that will be taken to mitigate that risk. If accepted by the competent authority, the EIA is used as the basis to create a Declaration of Environmental Impact (DEI) to which the mining company is required to adhere during the mining-related activity at issue. The DEI is required to be updated at least on a bi-annualbiannual basis. Sanctions and penalties for non-compliance with the DEI are outlined in the Environmental Protection section of the ArgentineArgentinean Mining Code, and may include warnings, fines, suspension of quality certifications, restoration of the environment, temporary or permanent closure of activities, and withdrawal of authorization to conduct mining-related activities.

Holders of mining concessions must comply with three main conditions: payment of an annual fee, investment of a minimum amount of capital, and the carrying out of a reasonable level of exploitation. Failure to do so could lead to forfeiture of the mining concession, which would then revert back to the Province.

In the case of Cerro Vanguardia, AngloGold Ashanti’s operation in Argentina, the mining concession holder is AngloGold Ashanti’s partner, Fomento Minero de Santa Cruz S.A. (“Fomicruz”)(Fomicruz). On December 27, 1996, Fomicruz entered into a usufruct agreement whereby Cerro Vanguardia S.A. was granted an irrevocable right to exploit the Cerro Vanguardia deposit for a 40-year period, which expires on December 27, 2036. Cerro Vanguardia S.A. is an ArgentineArgentinean company controlled by AngloGold Ashanti, with Fomicruz as minority shareholder.

In addition to the ArgentineArgentinean Mining Code, between 1993 and 1995, Argentina implemented several federal laws to offer foreign companies attractive incentives for exploration and mining in Argentina, the Mining Investment Law (Law No. 24, 196, as amended, and related legal provisions) being the most important one. Such incentives include, among others, import duty exemptions, accelerated depreciation of fixed assets, a 3 percent cap on Provincial royalties, value added tax refunds for exploration-related expenses incurred by companies registered under the Mining Investment Law, and, subject to the filing of a feasibility study for the relevant mining project, a 30-year stability as to tax, customs and foreign exchange duties. Cerro Vanguardia S.A. obtained its tax, customs and foreign exchange stability certificate in 1996.

Recent and potential regulatory changes

On September 30, 2010, the National Law on Minimum Requirements for the Protection of Glaciers was enacted in Argentina, banning new mining exploration and exploitation activities on glaciers and “peri-glacial” areas. The law also subjects the ongoing mining activities to an environmental audit. If such audit results in material impacts on glaciers and “peri-glacial” areas, the relevant authority is empowered to take action, including suspension or relocation of the activity. The law establishes a broad definition of “peri-glacial” areas that, together with glacial areas, must yet be surveyed by an existing national Government Agency specifically appointed to this end. The constitutionality of the law has been challenged by the Province of San Juan (which hosts large mining projects), resulting in the granting of injunctions that have suspended the application of the law in that Province. The National Supreme Court of Justice of Argentina presides over the case, which is in its early stages.

On October 26, 2011, Decree 1722/2011 (the “Repatriation Decree”)(Repatriation Decree) was issued, which imposes on oil, gas and mining companies operating in Argentina the obligation to repatriate all the proceeds of their exports from Argentina and to exchange such proceeds for ArgentineArgentinean legal currency in the domestic banking system. All exporters, other than oil, gas and mining companies, have been operating under such regime since late 2001. Mining companies, on the other hand, were entitled to two exceptions: (i) a decree of 2003 applicable to mining companies with tax, customs and foreign exchange stability certificates obtained prior to the date on which such a decree was enacted (which is the case of Cerro Vanguardia S.A.); and (ii) a decree of 2004 applicable to mining companies with tax, customs and foreign exchange stability certificates obtained after the date on which such decree was enacted. Both exceptions have not been formally superseded by the Repatriation Decree, but appear to conflict with it, and such conflict may result, in some cases, in a violation of mining companies’ rights under the Mining Investment Law.

On December 27, 2011, the ArgentineArgentinean National Congress passed Law 26,737 which implemented a set of rules restricting the ownership of rural land by foreigners (including foreign individuals or any kind of legal entity controlled by foreign individuals or legal entities). The main restrictions are as follows: (i) foreigners cannot own in the aggregate more than 15 percent of the entire rural land of Argentina, the same cap being applicable to each province and municipality; (ii) foreigners will not be allowed to purchase more than 1,000 hectares in the so-called “zona nùcleo”, which comprises the main agricultural areas of central Argentina or an “equivalent” surface depending on the location of the land and its productive potential; and (iii) foreigners will not be allowed to buy land that contains, or is adjacent to, relevant and permanent water bodies (such as rivers and lakes). Although exploration permits and mining concessions are not the subject matter of the restrictions placed by this law, certain rights granted to foreign mining companies under the ArgentineArgentinean Mining Code may be restricted by this new law. For example, the right that holders of mining concessions currently have to force the surface owner to sell the land to the holder of the mining concession might be restricted if the concession holder is a foreign individual or a legal entity controlled by foreigners.

Ten provinces in whose territories the main mining projects of Argentina are located, signed a document with the Federal Government entitled Federal Mining Agreement, or FMA.(FMA). The purpose of the FMA is, among other things, to increase provincial revenues from the mining industry by creating legal entities owned by provincial governments that would work in association with private mining companies. This scheme is not new in Argentina and it has been used by some provincial governments, among them Santa Cruz Province (through Fomicruz), in the Cerro Vanguardia project. The FMA also contemplates other forms of revenues such as the formation of special trusts to be funded by mining companies in order to finance education, health and other programs. Increase in royalty rates is not specifically contemplated in the FMA. The Provinces that signed the FMA had previously formed a special association of provinces, supported by the National Government.

In Argentina, the current regulatory regime of royalty payments is expected to change and several different options and payment thresholds have been discussed. However, no immediate change is anticipated.The Santa Cruz Province has changed the mining royalty from 1 percent to 3 percent.

Brazil

Land ownership and mining rights

General legal aspects

The Brazilian Constitution of 1934 states that, for purposes of exploration and exploitation, deposits and other mineral resources constitute property separate from the soil and belong to the Federal Union. Exploration and exploitation of such mineral resources may take place only with the Federal Union’s authorization or concession and in such a way as to protect the national interest. Federal law sets out penal and administrative sanctions for conduct and activities deemed to be harmful to the environment.

In Brazil, the National Department of Mineral Production (DNPM) is the Statestate body within the Mines and Energy Ministry (MME)(the “MME”) that is responsible for: (i) the registration of mining titles, (ii) the grant of authorizations and concessions, (iii) the supervision of mining activities and mining titleholders, and (iv) the issuance of supplementary rules in relation to mining activity.

Under the current Mining Code, there are two kinds of mines: (i) claimstake mines (“Minas Manifestadas”), for which rights were acquired before 1934 and exist independently of any mining license or authorization from the Federal Government and for which the mineral resources constitute property of the landowner and (ii) granted mines, which are those that rely on grants from the Federal Government for mineral exploration or exploitation (pursuant to the Constitution). All of AngloGold Ashanti’s operations in Brazil areconsist of both claimstake mines and granted mines.

Mining activities in granted mines must be performed in two defined stages: (i) exploration, which entails defining and evaluating the deposit and determining the feasibility of exploitation, and (ii) exploitation, which involves coordinating operations aimed at the industrial exploitation of the mineral deposit, from the extraction of useful minerals to their processing. Exploration authorizations issued by DNPM are valid for one to three years. Extensions can be obtained if necessary. In contrast, exploitation rights, once granted, are valid for the lifetime of the deposit, provided the mining titleholder complies with all legal requirements. Pursuant to these requirements, for example, titleholders must (i) start work on mineral exploitation within six (6) months from the date of publication of the Exploitation Concession, (ii) continue their mining activities until the mineral deposit has been exhausted, in accordance with the Economic Exploitation Plan (Plano de Aproveitamento Econômico) approved by DNPM and (iii) refrain from suspending mining activities without prior notice to DNPM.

During the exploration period, the mining titleholder has to pay an Annual Rate per Hectare (TAH(“TAH” – Taxa Anual por Hectare), subject to a maximum value set by law. In the exploitation period, regardless of the legal regime governing the project (whether claimstake or granted mines), the mining titleholder has to pay the Financial Compensation for Exploiting Mineral Resources (CFEM(“CFEM” – Compensação Financeira pela Exploração Mineral). The CFEM is currently calculated based on revenues, minus some deductions authorized by mining law.

At the end of 2011 and the beginning of 2012 the Statesstates of Minas Gerais, Pará, Amapá and AmapáMato Grosso do Sul each created a new tax (duty) on research, extraction and exploration activities as well as on the use of mineral resources carried out in those States.states. This tax could range from BRL3.00 to BRL6.50 per ton. In the Statestate of Minas Gerais, however, gold ore was exempted from the collection of this new duty.

Potential regulatory changes

The Federal Government is contemplating changes to the mining legislation. Its goals would be to (i) strengthen the role of the Federal Government in regulating the mining industry, (ii) attract more and better investments to the mineral sector, (iii) encourage maximal use of mineral reserves and (iv) encourage members of the industry to add value to mineral products.

The government’s proposals have institutional, legal and financial facets. Institutionally, the proposals would create a National Council of Mineral Policy to advise the Presidency of Brazil and the MME on, and develop guidelines and directives for, the mining sector. They would also transform the DNPM into a regulatory agency with negotiation and inspection powers.

On the legal front,Legally, the proposals would change the rules governing access to mining titles. While exploration authorizations would be effective for a longer period of five (5) years, they would be renewable for only one extra year, at the discretion of authorities.

Companies would also have to demonstrate that they are investing in exploration activities on a yearly basis. Exploitation rights would be limited to 35- or 40-year grants renewable at the discretion of authorities. The granting of rights would become a more discretionary process and would result in a Formal Adhesion Contract for Exploitation rather than in an open-ended concession.

On the financial front, theThe proposals would raise CFEM rates for trade in gold ore from 1 percent on net invoicing to 2 percent on gross invoicing. They would also create new calculation methods and incidence hypotheses, notably with regard to transactions between related parties.

The MME has suspended the granting of new mining concessions until it promulgates changes to the mining legislation.

Colombia

Land ownership and mining rights

In Colombia, all mineral substances are the property of the Statestate of Colombia. The underlying principle of Colombian mining legislation is first-in-time, first-in-right.

Mining activities are regulated by the Mining Code, Act 685, 2001. Amendments to the Mining Code enacted in 2010 pursuant to Act 1382 were found unconstitutional. The Constitutional Court stayed its ruling for two years to give the government the opportunity to present a new law. The government iswas expected to make its new changes to the Mining Code public in the second half of 2012.2012, but has not yet presented any project of law yet to Congress.

The filing of an exploration and exploitation proposal triggers a right of preference to obtain rights over the targeted area, provided it is available. Such area cannot exceed 10,000 hectares. Upon receipt of a proposal, the relevant government agency determines whether another proposal or contract already governs the area. If there are no pre-existing claims, the government agency grants the applicant a “free zone”.

The concession contract

The government agency grants exclusive concession contracts for exploration and exploitation. Such concessions allow concessionaires to conduct the studies, works and installations necessary to establish the existence of minerals and to organize their exploitation. Upon being awarded a mining concession, a company must take out an insurance policy to cover any possible environmental damage as well as breaches of its mining obligations. It may then proceed with exploration activities. Once the exploration phase is complete, the concessionaire files a new plan regarding works and installations. An environmental impact study must also be filed and approved in order for the concessionaire to receive an environmental license prior to beginning construction and development.

The initial term of concessions is 30 years. To receive an extension, a concessionaire must file a request two years before the termination of the initial term, and must substantiate the application with economic, environmental and technical information. Because the extension is not automatic, the concessionaire must renegotiate the conditions of the grant. The term of a concession and all the contractual obligations that arise from it are deemed to take effect as of the date of registration of the contract at the National Mining Register.

AngloGold Ashanti’s core mining concession contracts at the La Colosa project provide that Ingeominas,Agencia Nacional Minera (ANM), the new Colombian regulatory agency for mining activities, has the discretion to declare the underlying concession void if AngloGold Ashanti Colombia S.A. (AGAC) breaches applicable environmental laws or regulations. If IngeominasANM were to exercise such discretion against AGAC, AGAC would be required to abandon the La Colosa project and all of its other existing mining concession contracts. Pending proposals for new mining concession contracts would also be canceledcancelled and AGAC would be banned from doing business with the Colombian government for a period of five years. As a result, AGAC would be unable to conduct any mining exploration or development activities during such period. However, this would not affect other AngloGold Ashanti subsidiaries operating in Colombia, which hold singularly or in concert with joint venture partners the majority of the company’s concession contracts in Colombia.

There are some areas where mining activity is prohibited. These areas are:

National parks;

Regional parks;

Protected forest reserves;

Paramus (included in Act 1382, introduced in 2010); and

Wetlands, pursuant to the Ramsar Convention.

Some forest reserves are not ‘protected’“protected”, but are set aside for active forestry purposes. Such forest reserves must be ‘extracted’“extracted” after initial prospection, meaning that the concessionaire must obtain a specific permit to partially and temporarily change the use of the soil before pursuing exploration activities.

Cannon fees and royalties

Cannon fees are due from the moment the area is declared available for the company (rather than from the time the concession contract is signed). Such fees change based on the number of years that the company has been a concessionaire, as follows:

 

From 1 to 5 years: approximately $9.00 per hectare per year.

For years 6 and after, approximately $11.00 per hectare per year.

Once exploration is complete and the mining infrastructure is in place, the concessionaire must begin paying royalties. Royalties paid to the Colombian government consist of a percentage of the primary product and sub-products being exploited. For gold, the percentage to be paid is 4 percent.

Potential regulatory changes

In 2012,2013, the government is expected to modify the process for obtaining a mining concession. Instead of using a first-in-time, first-in-right approach in all cases, the government plans on subjecting some areas to a bidding process open to any qualified entity.

United States of America

Land ownership & mining rights

Mineral and surface rights in the United States are owned by private parties, state governments or the federal government. Although not the case at Cripple Creek & Victor Gold Mining Company’s (CC&V) Cresson Project, the majority of land utilized for precious metals exploration, development and mining in the western United States is owned by the federal government. The right to mine on such land is governed by the General Mining Law of 1872, as amended (General Mining Law). The General Mining Law allows mining claims on certain federal lands upon the discovery of a valuable mineral deposit and proper compliance with claim location and maintenance requirements. Until 1993, unpatented mining claim holders could apply for patents to their claims from the federal government, and, if granted, those patented mining claims became private lands owned by the mining claimant, limited only by reservations and restrictions contained in the patent from the federal government, and subject to the same permitting, environmental and reclamation laws and regulations as other private lands.

Individual states, including Colorado, typically follow a leasing system for state-owned minerals. Private parties have the right to sell, lease or enter into other agreements, such as joint ventures, with respect to minerals that they own or control. CC&V’s Cresson Project covers approximately 7,100 acres, the vast majority of which consists of owned, patented mining claims from former public lands, with a small percentage of private and state lands, some of which are critical to the Cresson Project, being leased. All of the Cresson Project’s current reserves are within the patented claims.

State permittingPermitting and reclamation

In addition to the permits required in connection with the laws and regulations described above, CC&V’s Cresson Project is subject to a number of state and local permitting requirements, including permitting requirements imposed by the Colorado Mined Land Reclamation Act (MLRA) and Teller County. Under the MLRA, the Colorado Mined Land Reclamation Board (MLRB) issues and enforces mining and reclamation permits for all non-coal mines in Colorado on state, federal or private lands. In carrying out the statutory requirements of the MLRA, the MLRB (i) reviews mine permit applications and amendments and related matters, (ii) inspects active mine sites and prospecting sites and (iii) ensures financial warranties are posted for the actual cost of reclamation.

CC&V’s Cresson Project is currently operating under a permit generally referred to as mine life extension one (MLE1) issued by the MLRB and Teller County. Among other things, MLE1 permits CC&V to continue active mining at the Cresson Project through 2016 and imposes reclamation and other requirements on CC&V, including requiring (i) the stabilization and re-vegetation of disturbed lands, (ii) the control of storm water and drainage from portals and waste rock dumps,overburden storage areas, (iii) the removal of roads and structures, (iv) the treatment and the elimination of process solutions, (v) the treatment of mine water prior to discharge into the environment and (vi) visual mitigation. In September 2012, CC&V’s permit application for mine life extension two (MLE2) was approved by both the MRLB and Teller County.

Potential regulatory changes

In recentOver the years, the U.S. Congress has considered a number of proposed amendments to the General Mining Law. Among the significant features contained in previously proposed legislation were a production royalty obligation, new and more stringent environmental standards and conditions, additional reclamation requirements, extensive new procedural steps which would likely result in delays in permitting, and granting counties the ability to petition the Secretary of the Interior to make certain areas unavailable for the location of unpatented mining claims. The ultimate content of future proposed legislation, if enacted, is uncertain. If any of the above-referenced provisions were imposed, CC&V’s operations could be adversely affected. Although no such legislation has been adopted to date, there can be no assurance that such legislation will not be adopted in the future.

MINE SITE REHABILITATION AND CLOSURE

Closure, an integral part of operations

All mining operations eventually cease. An integral aspect of operating our mines is the on-going planning for closure, planning, together with estimatesan estimate of associated liability costs and the assuranceplacement of adequate financial provisions and assurances to cover these costs.

AAngloGold Ashanti completed a group closure and rehabilitation management standard was completed in 2009 and all of our operations were required to comply with the standard by December 2011. The Continental Africa operations have beenwere granted an extension to December 2012.

Closure planning is an activity that starts at the exploration and mine design stage and continues throughout the life of mine:

 

The evaluation of new projects includes a conceptual closure plan, which takes into account future closure and associated costs in a conceptual closure plan.costs.

Our standard requires that an interim closure plan be prepared within three years of commissioning an operation, or earlier if required by legislation.

This plan is reviewed and updated every three years (annually in the final three years of a mine’s life) or whenever significant changes are made, and takes into account operational conditions, planning and legislative requirements, international protocols, technological developments and advances in practice.

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

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

Our closure standard stipulates that closure planning must be undertaken in consultation with the community. In the course of these consultations, different issues are raised which require site-specific solutions. Livelihood preservation and infrastructure are often key requirements. Local people, who were previously employed at the mine, may receive education and training so as to seek viable employment alternatives. Communities also require information on the Company’s rehabilitation of the landscape and on any lasting environmental impacts.

OurIn addition, long-term remediation obligations includeincluding decommissioning and restoration liabilities relating to past operations and are based on our environmental management plans and comply with current environmental and regulatory requirements.

Provisions for remediation costs are made when there is a present obligation, it is probable that expenditure on remediation work will be required and the cost can be estimated within a reasonable range of possible outcomes. These costs are based on facts currently available facts, technology expected to be available at the time of the clean-up, laws and regulations presently or virtually certain to be enacted, and previous experience in the remediation of contaminated sites.

Provision forDecommissioning costs and restoration and decommissioning costs are madeprovided at the present value of the expenditures expected to settle the obligation, using estimated cash flows based on current prices andprices. Estimates are discounted at a pre-tax rate that reflects current market assessments of the time value of money. An assessment of closure liabilities is undertaken annually.

Discounted closure liabilities (excluding joint ventures) increased from $530 million in 2010 to $653 million in 2011.2011 to $758 million in 2012. This change is largely attributable to a change in mine plans resulting in accelerated cash flows, change in economic assumptions and discount rates, change in design of tailings storage facilities and change in methodology following requests from the Ghana Environmental Protection Agency.rates.

ENVIRONMENTAL, HEALTH AND SAFETY MATTERS

In addition to post-mining land reclamation and closure requirements, AngloGold Ashanti is subject to extensive environmental, health and safety (EHS) laws and regulations in the various jurisdictions in which the company operates. These requirements govern, among other things, extraction, use, conservation and discharge of water; air emissions (including dust control); regulatory and community reporting; clean-up of contamination; worker health and safety and community health; and the generation, transportation, storage and disposal of solid and hazardous wastes, such as acids, radioactive materials, and mine tailings. In addition, environmental laws and regulations, including the requirements contained in environmental permits, are generally becoming more restrictive or more strictly enforced. Significant EHS requirements, risks and trends affecting our mining and processing operations are described below. For additional discussion of EHS performance on a mine-by-mine basis, see “Item 4B.: Business overview – Operating performance.”

Regulatory Compliance

Capital and operating costs to comply with EHS laws and regulations have been, and are expected to continue to be, significant to AngloGold Ashanti. In addition, AngloGold Ashanti could incur fines, penalties and other sanctions, environmental clean-up costs, and third-party claims for personal injury or property or natural resources damages; suffer reputational damages; and be required to install costly pollution control equipment or to modify or suspend operations, as a result of actual or alleged violations or liabilities under EHS laws and regulations. Failure to comply with applicable EHS laws and regulations may also result in the suspension or revocation of permits. AngloGold Ashanti’s ability to obtain and maintain permits and to successfully operate in particular communities may be adversely impacted by real or perceived effects on the environment or human health and safety associated with AngloGold Ashanti’s or other mining companies’ activities.

AngloGold Ashanti is involved in two EHS-related legal proceedings in Colombia. See “Item 8A.: Financial information – Legal proceedings” for details.

Water Management

AngloGold Ashanti’s mining and processing operations are heavily dependent upon access to substantial volumes of water required for such operations. Typically, water-use permits or water rights in each country impose limits on the quantity of water that can be extracted from certain sources and require, among other things, that wastewater from mining operations meet certain water quality criteria upon discharge. Water quality and usage are areas of concern globally, but are particularly significant for operations in Ghana and South Africa, and for exploration projects in Colombia, where there is significant potential environmental and social impact and a high level of stakeholder scrutiny. Any failure to secure access to suitable water supplies, or achieve and maintain compliance with the requirements of the permits or licenses, could result in curtailment or suspension of production at the affected operation. Incidents of water pollution or shortage can, in extreme cases, lead to community protest and ultimately result in the withdrawal of community and government support for our operations.

Where feasible, we operate a “closed loop” system recyclingwhich recycles the water used in our operations without discharging it to the environment. In some areas, however, such as Ghana, high levels of rainfall and surface water runoff mean that a closed loop system is not feasible and that discharges, after water treatment, must take place. During 2011, we commissioned a reverse osmosis plant in the northern section of the Obuasi mine which functions in conjunction with complementary water treatment technologies to ensure that water released is compliant with Ghana’s water quality standards. At the southern section of the mine, additional equipmenta 250m3/hour water treatment plant was commissioned in 2011 to increase the volume of water that can be recycled into the production process.early 2012 and another 500 m3/hour plant is under construction. At the Iduapriem mine, a water treatment plant extension was commissioned in 2010 to ensure that the operation can release excess water while meeting effluent discharge standards.

Waste Management

Mining and mineral processing operations generate waste rock and tailings.

During open-pit mining, large volumes of soil and/or rock (overburden) are generated to expose the orebody.ore body. Similarly, waste rock is generated during drilling and developing access to underground ore bodies. Overburden and waste rock typically contain sub-economic levels of gold and are deposited as large waste rock dumps. Mine tailings are the process effluentswaste generated once grinding and extraction of gold from the ore is completed in the milling process and are deposited as slurry in large storage facilities specifically designed for this purpose.

The impact of a breach, leak or other failure of a tailings storage facility can be significant, and the company therefore monitors such facilities closely to ensure that their management is in accordance with national regulatory requirements and commitments made to local communities. The occasional well-publicized failure of a tailings facility and the potential impact of such failure also mean that these facilities are generally tightly regulated. An incident at our operations could result, among other things, in enforcement, obligations to remediate environmental contamination, and claims for property damageor natural resources damages and personal injury.injury and negative press coverage. Even an incident at another company’s operations has potential to result in governments tightening regulatory requirements and restricting miningother mine operators in response.

Groundwater Impacts and Environmental Remediation

AngloGold Ashanti has identified groundwater contamination plumes at certain of its operations. Numerous scientific, technical and legal studies have been undertaken to assist in determining the magnitude of the impact and to find sustainable remediation solutions. Based on those studies as well as discussion with regulators, the company has taken steps, including monitored natural attenuation and phyto-technologies, to reduce seepage and to address soil and groundwater

contamination. Subject to the completion of trials and the technology being a proven remediation technique, no reliable estimate can be made for the obligation. Should these costs be significant, this could have a material adverse impact upon AngloGold Ashanti’s results of operations and its financial condition.

In addition, asAs AngloGold Ashanti or its predecessors has a long history of mining operations in certain regions, issues may arise regarding historical as well as potential future environmental impacts to those areas. For example, certain parties, including NGOs, community groups and institutional investors, have raised concerns about surface and groundwater quality, among other issues, in the area surrounding the company’s Obuasi and Iduapriem mines in Ghana, including potential impacts to local rivers and wells used for water from heavy metals, arsenic and cyanide as well as sediment and mine rock waste. Following temporary shutdowns at both mines in 2010, the company has made improvements in effluent quality management and constructed a new tailings impoundmentsimpoundment at Iduapriem as well as three additional water treatment plants at Obuasi to reduce the risk of incidents that have the potential to degrade local water sources. AngloGold Ashanti is continuing to investigate allegations of impacts by the company’s operations on water quality in mining areas and to consider, as appropriate, potential additional responsive actions, such as remediation, engineering and operational changes at the mine sites and community outreach programs.

In addition, AngloGold Ashanti has identified a flooding and future pollution risk to deep groundwater in the Klerksdorp and Far West Rand goldfields in South Africa. AngloGold Ashanti’s Vaal River operations are part of the Klerksdorp goldfieldgoldfields and its West Wits operations are part of the Far West Rand goldfield.goldfields. Various studies have been undertaken by AngloGold Ashanti since 1999 to better understand groundwater conditions in mined-out workings, including potential groundwater infiltration and acidification concerns. Due to the interconnected nature of underground mining operations in South Africa, any proposed solution needs to be a combined one supported by all the companies owning mines located in these goldfields. As a result, the South African Department of Mineral Resources and affected mining companies are now involved in the development of a “Regional Mine Closure Strategy”. In view of the limitation of currentlimited information for the accurate estimation of a liability,currently available, no reliable estimate can be made for the obligation.obligation at this time. If material, obligations for this matter could have an adverse impact on AngloGold Ashanti’s financial condition.

Climate Change and Greenhouse Gas Regulation

Greenhouse gases, or GHGs,“GHGs”, are emitted directly by AngloGold Ashanti’s operations, as well as by external utilities from which AngloGold Ashanti purchases power. Currently, a number of international and national measures to address or limit GHG emissions, including the Kyoto Protocol, the Copenhagen Accord and the Durban Platform, are in various phases of discussion or implementation in the countries in which the company operates. In particular,

The outcome of the Durban Platform extendsclimate change negotiations may, in due time, have the Kyoto Protocol for up to eight years and commits all parties to the UN climate convention to develop a global mitigation regime which could take effect in 2020, with the specific terms of that legally binding accord, including individual targets, to be finalized by 2015. These, or future, measures could requirerequiring AngloGold Ashanti to reduce its direct GHG emissions or energy use or to incur significant costs for GHG emissions permits or taxes or have theseincluding through costs or taxes passed on by electricity utilities which supply the company. AngloGold Ashanti also could incur significant costs associated with capital equipment, GHG monitoring and reporting and other obligations to comply with applicable requirements. The most likely source of these company-level obligations is unlikely to be by operation of international law but more likely to come through domestic implementation of state obligations pursuant to evolving climate change legal regimes.

For example, the Australian government approved legislation that will implementimplemented a carbon trading scheme commencing in July 2012. Under the applicable requirements, approximately five hundred500 of Australia’s biggest emitters, including AngloGold Ashanti, willstarted to pay A$23 per tonne of carbon dioxide generated or equivalent from July 2012. The charge will increase by 2.5approximately 5 percent each year until 2015, when it will be set by the market under a trading scheme, similar to the existing Emissions Trading Scheme in the European Union.

InAlso, in 2011, the South African government released a climate change response white paper. In February 2012,2013, the South African Minister of Finance announced his intention to introduce a carbon tax in 2013, with a draft discussion paper setting out proposed details to be published in 2012.2015. AngloGold Ashanti already pays a levy of ZAR0.025ZAR0.035 per kilowatt hour of electricity that it purchases and that is generated from fossil fuels.

The Minister2013 Budget Review provides an indication of Financethe expected levels of the carbon tax rate as being ZAR 120 (approximately US$13) per tonne of CO2e emitted above certain thresholds. Under the proposal, the tax rate would increase by 10 percent a year, reaching ZAR 193 (approximately US$21) per tonne by 2020. The end of the decade also announcedmarks the end of the first phase of the carbon tax. Depending on the nature of the emitter, a basic tax-free threshold of up to 60 percent of the tax liability will apply.

It is probable that thisthe tax will be levied on sectors that comprise elements of the AngloGold Ashanti supply chain. Consequently, it is likely that the costs associated with those elements of the supply chain will increase to ZAR0.035 per kilowatt hour.for the medium- and long-term.

In 2010, Brazil launched sector-specific plans to meet a voluntary reduction target of 1.2 billion tonnes of CO2by 2020. Amongst other plans, it is intended to reduce de-forestation in the Cerrado biome, where AngloGold Ashanti operates, by 40 percent and expand renewable energy production and energy efficiency programs. The decree also provided for a Brazilian GHG trading scheme, which is yet to be designed. While Brazil is not yet formally regulating GHG emissions at the national level, some state environmental agencies have requested companies to voluntarily submit GHG emissions management plans.

In addition, potential physical risks to our operations as a result of climate change include changes in rainfall rates or reduced water availability, rising sea levels, higher temperatures and extreme weather events. Events or conditions such as flooding or inadequate water supplies could disrupt mining and transport operations, mineral processing and rehabilitation efforts, could create resource shortages and could damage the company’s property or equipment and increase health and safety risks on site. Such events or conditions could have other adverse effects on the company’s workforce and on the communities in the area around our mines, such as an increased risk of food insecurity, water scarcity and prevalence of disease.

Occupational and Community Safety and Health and Tropical Diseases

AngloGold Ashanti’s operations are subject to a variety of laws and regulations designed to protect and improve the safety and health of employees. In some of the jurisdictions in which we operate, the government enforces compulsory shutdowns of operations to enable investigations into the cause of accidents at those operations. Certain of the company’s operations have been temporarily suspended for safety reasons in the past. In South Africa, in particular, so-called Section 54 safety stoppages have become a significant issue.issue for mining companies. In 2011, the State Inspector of Mines ordered the shutdown of entire mines in cases of relatively minor violations, which2012, stoppages occurred as follows:

•  Moab Khotsong

9

•  Savuka

3

•  Great Noligwa

9

•  Mponeng

6

•  TauTona

2

This had a material impact on production at these mines. In particular, the Inspector issued Kopanang 11 Section 54 directives during the year. Each directive resulted in Kopanang suspending operations either fully or partially in order to comply with the inspector’s recommendations on safety. A working group comprising the inspectorate, the mining industry and organized labor has been formed to address the trend of increasing safety stoppages. AngloGold Ashanti is also enhancing safety programs, in line with the process of implementing an enhanced safety program, including improved incident investigationoverall ONE initiative and reporting systems,industry Best Practice, which could result in significant additional costs for the company.

In addition, AngloGold Ashanti is subject to health and safety regulations relating to occupational disease. The primary areas of focus in respect of occupational health of employees within the company’s operations are noise-induced hearing loss (NIHL)(“NIHL”) and occupational lung diseases (OLD)(“OLD”), which include pulmonary tuberculosis (TB)(“TB”) from various causes and silicosis in individuals exposed to silica dust. This issue has been particularly prevalent in South Africa and has also arisen at the company’s Continental Africa and Brazilian operations, albeit to a lesser extent. AngloGold Ashanti provides occupational health services to its employees at its occupational health centers and clinics, and continues to improve preventative occupational hygiene initiatives, such as implementing various dust control measures and supplying its employees with respiratory protectionprotective equipment. If the costs associated with providing such occupational health services, implementing such dust control measures or supplying such equipment increase significantly beyond anticipated or budgeted amounts, this could have an adverse effect on theAngloGold Ashanti’s results of operations of AngloGold Ashanti and its financial condition. Actual and alleged health and safety incidents or breaches of standards may also adversely impact the company’s reputation.

The South African government, by way of a cabinet resolution in 1999, proposed a possible combination and alignment of benefits of the Occupational Diseases in Mines and Works Act (ODMWA)(“ODMWA”) that provides for compensation to miners who have OLD, and the Compensation for Occupational Injuries and Diseases Act (COIDA)(“COIDA”), that provides for compensation in respect of job related injuries and compensation of non-miners who have OLD. It appears less likely that the proposed combination of the two acts will occur in the short to medium term, but some alignment of benefits may be considered in the future. COIDA provides for compensation payments to workers suffering permanent

disabilities from OLD, which are classified as pension liabilities if the permanent disability is above a certain threshold, or a lump sum compensation payment if the permanent disability is below a certain threshold. ODMWA only provides for a lump sum compensation payment to workers suffering from OLD as well as the payment of medical expenses over the claimant’s lifetime. If the proposed combination of COIDA and ODMWA were to occur, this could further increase the amount of statutory compensation that miners employed by AngloGold Ashanti could claim, which consequently could have an adverse effect on AngloGold Ashanti’s financial condition.

On November 23, 2010, the Chamber of Mines of South Africa applied to the North Gauteng High Court for a declaratory order as to whether or not the Compensation Commissioner may include in the levy to be paid by any specific mine under ODMWA any amount that is intended to be used for funding benefits payable to: (1) ex-mine workers who had never worked at that mine; or (2) ex-mine workers who used to work at the mine, but no longer work at the mine. On April 29, 2011, the Honorable Judge Zondo dismissed the Chamber’s application with costs. The judge concluded that the Compensation Commissioner has authority under ODMWA to address an historical or actuarial deficit in the Compensation Fund by increasing the levy payable by current mines and works to cover the shortfall in respect of all ex-mine workers. The Chamber is considering whether to appeal the judgment. Should the Chamber’s appeal be unsuccessful this could further increase the levy payable by AngloGold Ashanti to the ODMWA fund, which could have material adverse effect on its business, financial condition or results of operations.

In October 2006, Mr. Thembekile Mankayi instituted legal action against AngloGold Ashanti in the South Gauteng High Court, claiming approximately R2.6 million for damages allegedly suffered by him as a result of silicosis allegedly contracted while working on a mine of Vaal Reefs Mining and Exploration Company Limited (Vaal Reefs). Vaal Reefs was renamed AngloGold Limited in 1998 and AngloGold Ashanti Limited in 2004. On June 26, 2008, judgment was rendered in the company’s favor on the basis that mine employers are indemnified under ODMWA and COIDA against claims by employees against employers for damages relating to compensable diseases. Mr. Mankayi’slodged an appeal to the Supreme Court of AppealAppeal. The appeal was dismissed with costs. The effect of South Africa was dismissed. On August 17, 2010, the Constitutional Courtjudgment is that ODMWA levies may be increased in respect of South Africa heard Mr. Mankayi’s application for leavethe category of former employees referred to appeal to the Constitutional Court. The Constitutional Court rendered its decision on March 3, 2011, granting the application for leave to appeal and then addressing the matter as a full appeal. The Constitutional Court rejected the lower court’s decision that Mr. Mankayi’s claim was precluded by statutory compensation, and granted leave to Mr. Mankayi’s executor, as the plaintiff was deceased prior to this judgment in the Constitutional Court, to proceed with his case in the High Court and seek a claim for damages under common law against AngloGold Ashanti. This will comprise, amongst other elements, providing evidence that Mr. Mankayi contracted silicosis as a result of negligent conduct on the part of above.

AngloGold Ashanti is subject to numerous claims, including class actions or its predecessor. AngloGold Ashanti will continuesimilar group claims related to defend this case on its merits.

As a result of the Constitutional Court decision permitting miners withsilicosis and other OLD, to sue their current or former employers for damages outside the statutory compensation scheme, AngloGold Ashantiand could be subject to numerous similar claims, including a potential class action or similar group claim. AngloGold Ashanti is studying the details of the Constitutional Court judgment and will defend any subsequent claims, if and when filed, on their merits. In view of the limited information currently available, no reliable estimate can be made for this potential liability at this time. Should AngloGold Ashanti be unsuccessful in defending actions by any other individuals or groups that lodge similar claims in the future, such claims would have an adverse impact on AngloGold Ashanti’s financial condition which could potentially be material.

In light of the Constitutional Court judgment,future. AngloGold Ashanti has received notice of two applications for class certification relating to silicosis in which the company is calling for the industrya respondent. It has also received notice of individual claims. Please refer to engage with government (and other stakeholders) to seek an appropriate industry-wide solution. AngloGold Ashanti can provide no assurances that an industry-wide solution can be reached or that the terms thereof will not have a material adverse effect on AngloGold Ashanti’s financial condition.“Item 8: Financial Information – Legal Proceedings – South Africa – Silicosis litigation.”

In addition to OLD, AIDS and associated diseases remain major health care challenges faced by AngloGold Ashanti’s South African operations. Workforce prevalence studies indicate that HIV prevalence rates among AngloGold Ashanti’s South African workforce may be as high as thirty30 percent. AngloGold Ashanti continues to develop and implement programs to help those infected with HIV and prevent new infections from spreading. Since 2001, the company has offered a voluntary counseling and HIV testing program for employees in South Africa and, since 2003, has offered anti-retroviral therapy or ART, to HIV positive employees who met the current medical criteria and who desire this treatment.

Malaria and other tropical diseases also pose significant health risks at all of the company’s operations in Central, West and East Africa where such diseases may assume epidemic proportions because of ineffective national control programs. Malaria is a major cause of death in young children and pregnant women but also gives rise to fatalities and absenteeism in adult men. Other conditions such as heart disease, chronic diseases and obesity are of increasing incidence and concern.

Such diseases impair the health of workers and negatively affect productivity and profitability as a result of workers’ diminished focus or skill, absenteeism, treatment costs and allocated resources. AngloGold Ashanti cannot guarantee that any current or future medical program will be successful in preventing or reducing the injury and illness rates amongst its employees or in affecting consequent morbidity or mortality rates. AngloGold Ashanti may incur significant costs in addressing this issue in the future, which could also adversely impact the company’s results of operations and financial condition.

ANGLOGOLD ASHANTI GLOBAL OPERATIONS: 20112012

LOGO

LOGO

Operations

1.  Argentina  5. Guinea  8.  South Africa  9.  Tanzania
  Cerro Vanguardia (92.5%)   Siguiri (85%)    Vaal River    Geita
2.  Australia  6. Mali    Great Noligwa  

10.

  United States
  Sunrise Dam   Morila (40%)    Kopanang    Cripple Creek & Victor (CC&V)
3.  Brazil   Sadiola (41%)    Moab Khotsong    
  Serra Grande(1)   Yatela (40%)    Surface operations    
  AGA Mineração  7. Namibia    Mine Waste Solutions    
4.  Ghana   Navachab    West Wits    
  Iduapriem       Mponeng    
  Obuasi       Savuka    
         TauTona    

 

(1)   Effective July 1, 2012, AngloGold Ashanti increased its shareholding in Serra Grande from 50 percent to 100 percent.

 

Major Projects

11.

  Colombia  

12.

 DRC  

13.

  Australia    
  Gramalote (51%)   Kibali (45%)    Tropicana (70%)    
  La Colosa   Mongbwalu (86.2%)        

Percentages indicate the ownership interest of AngloGold Ashanti, whether held directly or indirectly. All operations and projects are 100%-owned unless otherwise indicated.

OPERATING PERFORMANCE

Group description

Headquartered in Johannesburg, South Africa, AngloGold Ashanti’sAshanti has 21 operations in 10 countries. Major development projects are divided intoTropicana in Australia, Kibali in the Democratic Republic of the Congo (DRC) and La Colosa in Colombia. Our extensive brownfield, greenfield and marine exploration programs extend to 14 countries, in both established and new gold-producing regions through managed and non- managed joint ventures, strategic alliances and wholly owned ground holdings. We have an equity interest in Rand Refinery, a gold refining and smelting complex in South Africa, and own and operate the Queiroz refinery in Brazil.

The group is managed according to four regions:geographic regions, namely:

South Africa, which comprises two mining areas and associated infrastructure operations innamely West Wits and Vaal River, which together comprise six deep-level mining operations and West Wits;surface operations. In July 2012, AngloGold Ashanti concluded the acquisition of First Uranium (Pty) Limited, the owner of Mine Waste Solutions (MWS), which operates in the same area of South Africa.

Continental Africa, which comprises the operations in Ghana, Guinea, Mali, Namibia and Tanzania;

Australasia – operationTanzania, as well as projects in Australia; andthe DRC.

Americas, comprising operations in Argentina, Brazil and the United States.States, as well as projects in Colombia. AngloGold Ashanti concluded the acquisition of the remaining 50 percent interest in Serra Grande in Brazil during the year.

Australasia, which currently focuses on a mine and project in Australia.

The above four regionsgroup also correspond to has a pipeline of greenfield, brownfield and marine exploration programs.

AngloGold Ashanti’s four business segments.operations and joint ventures employed, on average, 65,822 people (including contractors) in 2012 (2011: 61,242).

Performance

In 2011,2012, AngloGold Ashanti produced 4.333.94 million ounces of gold (2010: 4.52(2011: 4.33 million ounces) as well as 1.381.21 million pounds of uranium, 2.962.36 million ounces of silver and 206.54186.37 tonnes of sulfuric acid as by-products. In all, 61,242 people, including contractors, were employed.

Given the focus on optimizing operational performance and maintaining costs, AngloGold Ashanti continued to investinvested significantly in capital expenditure.expenditure as the group is building and developing new projects in Continental Africa (Kibali and Mongwbalu in the DRC), Australia (Tropicana), Americas (Cripple Creek & Victor expansion in the US and other projects in Brazil) and South Africa (most notably Mponeng). Capital expenditure, including equity accounted joint ventures, in 20112012 amounted to $1,527$2,154 million (2010: $1,015(2011: $1,527 million).

Safety

Regrettably, there were 1518 fatalities across the group’s operations in 2011.2012. The all injury frequency rate improved to 9.767.72 per million hours worked compared to 9.76 in 2011 and 11.50 in 2010 and 12.88 in 2009.2010.

OPERATIONS AT A GLANCEfor the years ended December 31

 

   Attributable tonnes
treated/milled (Mt)
  Average grade
recovered (g/t)
  

Attributable gold

Production (000oz)

  

Total cash costs

($/oz)

  Attributable Capital
Expenditure ($m)
 
   2011  2010  2009  2011  2010  2009  2011  2010  2009  2011  2010  2009  2011  2010  2009 

SOUTH AFRICA

                       

Vaal River

                       

Great Noligwa

  0.5    0.7    0.9    5.58    5.99    5.73    94    132    158    1,191    894    791    29    24    24  

Kopanang

  1.5    1.6    1.6    6.47    6.13    6.74    307    305    336    684    613    408    92    61    58  

Moab Khotsong

  0.9    1.0    0.8    9.39    9.03    9.36    266    292    247    688    586    421    147    120    104  

Tau Lekoa(1)

  -    0.6    1.2    -    3.32    3.32    -    63    124    -    905    718    -    10    17  

Surface operations

  10.7    10.2    9.7    0.48    0.54    0.53    164    179    164    665    486    378    5    3    3  

West Wits

                       

Mponeng

  1.6    1.7    1.9    9.71    9.48    8.66    500    532    520    547    452    331    172    122    109  

Savuka

  0.2    0.1    0.2    6.69    5.30    5.45    49    22    30    857    1,136    1,133    8    9    13  

TauTona(2)

  1.0    1.1    1.5    7.55    7.01    7.29    244    259    218    816    699    532    79    75    57  

CONTINENTAL AFRICA

                       

Ghana

                       

Iduapriem

  4.3    3.4    3.4    1.44    1.70    1.72    199    185    190    839    778    658    73    17    28  

Obuasi(2)

  2.0    2.6    4.6    4.82    5.16    5.18    313    317    381    859    760    630    132    109    94  

Guinea

                       

Siguiri (85 percent)

  9.7    8.8    8.8    0.79    0.97    1.11    249    273    316    871    656    513    15    10    22  

Mali

                       

Morila (40 percent)(5)

  1.8    1.7    1.7    1.70    1.70    2.47    99    95    137    818    716    526    1    1    4  

Sadiola (41 percent)(4)(5)

  2.0    1.8    1.7    1.90    2.04    2.52    121    118    135    835    686    489    14    8    4  

Yatela (40 percent)(3)(5)

  1.1    1.2    1.1    1.04    1.23    3.62    29    60    89    1,483    817    326    1    2    1  

Namibia

           .              

Navachab

  1.4    1.5    1.3    1.46    1.80    1.58    66    86    65    939    721    677    48    14    20  

Tanzania

                       

Geita

  3.9    4.7    4.5    3.98    2.36    1.89    494    357    272    488    697    985    58    38    19  

AUSTRALASIA

                       

Australia

                       

Boddington (33.33 percent)

                                                          146  

Sunrise Dam

  3.6    3.6    3.9    2.16    3.22    2.87    246    396    401    1,362    692    631    27    29    31  

AMERICAS

                       

Argentina

                       

Cerro Vanguardia (92.5 percent)

  1.0    1.0    0.9    6.23    6.11    6.51    196    194    192    403    366    359    73    38    17  

Brazil

                       

AGA Mineração(2)

  1.7    1.6    1.5    7.43    7.21    7.02    361    338    329    571    444    347    259    142    84  

Serra Grande (50 percent)

  0.6    0.6    0.5    3.59    4.05    4.52    67    77    77    851    481    429    22    26    33  

United States of America

                       

Cripple Creek & Victor(3)

  20.3    20.6    18.7    0.39    0.43    0.46    267    233    218    569    500    371    67    73    87  
(1)

Sold effective August 1, 2010.

(2)

The yields of TauTona, Obuasi and, AGA Mineração represent underground operations;

(3)

The yields of Yatela and Cripple Creek & Victor reflect recoverable gold placed/tonnes placed from heap leach operations.

(4)

Prior to December 29, 2009 AngloGold Ashanti’s shareholding in Sadiola was 38 percent;

(5)

Equity-accounted investments.

SOUTH AFRICA

LOGO

AngloGold Ashanti’s South African operations comprise six deep-level mines and a surface operation. They are:

The Vaal River operations – Great Noligwa, Kopanang, Moab Khotsong and the surface operation; and

The West Wits operations – Mponeng, Savuka and TauTona.

Performance

These operations produced 1.62 million ounces of gold in 2011, or 37 percent of group production, (Vaal River operations, 51 percent and West Wits operations, 49 percent) and 1.38 million pounds of uranium as a by-product. The South African operations employed an average of 32,082 people in 2011.

Total capital expenditure in South Africa in 2011 was $549 million (2010: $430 million). The bulk of this was spent at Mponeng $172 million, Moab Khotsong $147 million, Kopanang $92 million and TauTona $79 million.

In 2011, all South African mines felt the impact of Section 54 safety stoppages imposed by the state mines inspector, as well as power-price increases, the industry-wide wage strike and resultant payroll increase, and increases in the price of steel, oil and fuel.

Geology

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

Gold occurs in laterally extensive quartz pebble conglomerate horizons or reefs, generally less than two meters thick, which are widely considered to represent laterally extensive braided fluvial deposits. Separate fan systems were developed at different entry points and these are preserved as distinct goldfields. The most fundamental control to the gold distribution in the Basin remains the sedimentary features, such as facies variations and channel directions. Gold generally occurs in native form often associated with pyrite and carbon, with quartz being the main gangue mineral.

Safety

Regrettably, there were nine fatalities during the year. The all injury frequency rate (AIFR) improved to 15.56 per million hours worked in 2011 from 16.69 in 2010.

The South African operations’ ‘three-pillar’ strategy focuses on removing people from areas of risk, modifying behaviour and attitudes to risk and improving planning. Teams of employees have attended the Simunye training process. The introduction of the Safety Management Program is expected to assist in further improving safety through its requirements to ensure regular inspections, behavior observations, group meetings and frequent workplace risk assessments. Simunye translates as “we are ONE”, indicating its relation to Project ONE and the desired training outcome of safe and productive teams who are united in a common purpose.

Growth and improvement

Socio-economic development is an essential aspect of the South Africa region’s business strategy, both from the perspective of compliance to ensure the retention of mining licenses and because a downward trend in the region’s gold production profile, together with a strategy of removing employees from high-risk areas, will inevitably lead to significant reductions in the labor force over the medium term.

Following extensive stakeholder engagement, the region has designed a framework to integrate community development into core business activities, while providing support for national and international development policies and objectives, particularly those addressing youth unemployment.

South African Revised Mining Charter

The management teams of the South African operations have held and will continue to hold regular meetings with labor unions to track progress towards reaching the employment equity target of 40 percent of management roles held by historically disadvantaged South Africans.

Vaal River operations

Description

The Vaal River operations consist of Great Noligwa, Kopanang, Moab Khotsong as well as surface operations.

Geology

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

The Vaal Reef contains approximately 85 percent of the reserve tonnage with mining grades between 10 and 20g/t and comprises a series of oligomictic conglomerates and quartzite packages developed on successive unconformities. Several distinct facies have been identified, each with its unique gold distribution and grade characteristic.

The VCR has a lower grade than the Vaal Reef, and contains approximately 15 percent of the estimated reserves. The economic portion is mainly concentrated in the western part of the lease area and can take the form of a massive conglomerate, a pyritic sand unit with intermittent pebble layers or a thin conglomerate horizon. The reef is located at the contact between the overlying Kliprivierberg Lavas of the Ventersdorp SuperGroup and the underlying sediments of the Witwatersrand SuperGroup which creates a distinctive seismic reflector. The VCR is located up to one kilometer above the Vaal Reef.

The “C” Reef is a thin, small pebble conglomerate with a carbon-rich basal contact, located approximately 270 meters above the Vaal Reef. It has less than 1 percent of the estimated reserves with grades similar to the Vaal Reef, but more erratic. The most significant structural features are the north-east striking normal faults which dip to the north-west and south-east, resulting in zones of fault loss.

Vaal River – Summary of metallurgical operations

    West Gold
Plant
   East Gold
Acid and
Float Plant
   Noligwa
Gold Plant
   Mispah Gold
Plant
   Kopanang  
Gold Plant  
 

 Gold plants

          

  Capacity (000 tonnes/month)

   180    309    210    140    420   

 Uranium plants

          

  Capacity (000 tonnes/month)

             210         –    

 Pyrite flotation plants

          

  Capacity (000 tonnes/month)

        250    145         –    

 Sulfuric acid plants

          

  Production (tonnes/month)

        7,500              –    

Operating and production data for Vaal River Operations

    Great Noligwa   Kopanang   Moab
Khotsong
   Tau Lekoa(3)   

Vaal River

and West

Wits surface

 

2011

          

Pay limit (oz/t)

   0.58     0.48     0.57       0.01  

Pay limit (g/t)

   13.14     10.93     12.84       0.21  

Recovered grade (oz/t)

   0.163     0.189     0.274       0.014  

Recovered grade (g/t)

   5.58     6.47     9.39       0.48  

Gold production (000 oz)

   94     307     266       164  

Total cash costs ($/oz)(1)

   1,191     684     688       665  

Total production costs ($/oz)(1)

   1,447     951     1,071       689  

Capital expenditure ($ million)

   29     92     147       5  

Employees(2)

   2,884     5,468     4,618       745  

Outside contractors(2)

   83     424     1,963       -  

All injury frequency rate

   23.92     23.18     20.48          21.32  

2010

          

Pay limit (oz/t)

   0.36     0.41     0.49       0.01  

Pay limit (g/t)

   11.69     13.08     15.87       0.29  

Recovered grade (oz/t)

   0.175     0.179     0.263       0.016  

Recovered grade (g/t)

   5.99     6.13     9.03     3.32    0.54  

Gold production (000 oz)

   132     305     292     63    179  

Total cash costs ($/oz)(1)

   894     613     586     905    486  

Total production costs ($/oz)(1)

   1,152     879     997     937    520  

Capital expenditure ($ million)

   24     61     120     10    3  

Employees(2)

   3,225     5,484     4,651       374  

Outside contractors(2)

   90     454     1,801         

All injury frequency rate

   21.63     21.86     19.72          5.99  

2009

          

Pay limit (oz/t)

   0.43    0.40    0.60    0.21    0.007  

Pay limit (g/t)

   14.90    13.85    20.57    7.27    0.225  

Recovered grade (oz/t)

   0.167    0.197    0.273    0.097    0.015  

Recovered grade (g/t)

   5.73    6.74    9.36    3.32    0.53  

Gold production (000 oz)

   158    336    247    124    164  

Total cash costs ($/oz)(1)

   791    408    421    718    378  

Total production costs ($/oz)(1)

   994    598    749    766    390  

Capital expenditure ($ million)

   24    58    104    17    3  

Employees(2)

   4,612    5,612    4,334    2,700    228  

Outside contractors(2)

   127    447    1,735    414    6  

All injury frequency rate

   17.51    22.71    28.82    26.39    9.10  

Key statistics – Surface sources - Uranium

    2011                            2010                            2009 

Pay limit (lb/t)

   0.368                           0.316                           0.362  

Pay limit (g/t)

   0.167                           0.143                           0.164  

Recovered grade (lb/t)

   0.635                           0.622                           0.584  

Recovered grade (g/t)

   0.288                           0.282                           0.265  

Uranium production (000lbs)

   1,380                           1,462                           1,442  

Capital expenditure ($ million)

   29                           12                           5  

Employees(2)

   172                           185                           194  

Contractors(2)

   27                            28                            27  

(1)

Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures, see “Item 5A.: Operating results – Total cash costs and total production costs”.

(2)

Average for the year.

(3)

Tau Lekoa was sold effective August 1, 2010.

Vaal River – Great Noligwa

Description

Great Noligwa is a mature operation which adjoins Kopanang and Moab Khotsong and is located close to the town of Orkney, near the Vaal River. The Vaal Reef, the operation’s primary reef, and the Crystalkop Reef, a secondary reef, are mined from a twin-shaft system over eight main levels at an average depth of 2,400 meters. Given the geological complexity of the orebody at Great Noligwa, a pillar mining method is employed.

The mine shares a milling and treatment circuit with Moab Khotsong and Kopanang.

Performance

Great Noligwa produced 94,000 ounces at a total cash cost of $1,191 per ounce in 2011, compared with 132,000 ounces at a total cash cost of $894 per ounce the previous year. The strategy at the operations has shifted from conventional mining to pillar extraction, given its limited remaining life and the fact that mining has reached boundary limits.

The mine faced a challenging year in 2011, with a combination of factors curtailing production and pushing costs higher. These included a lack of mineable face length caused by the intersection of unexpected geological features, followed by difficulties encountered in quickly re-establishing and equipping pillars. Ore-pass blockages caused by poor ground conditions further limited output.

An 81 percent improvement in contribution from uranium by-product output helped mitigate some of those headwinds, following an increase in the price for the nuclear fuel and opportunistic sales to take advantage of the higher prices.

Growth and improvement

Great Noligwa is a mature mine with little opportunity to significantly increase the production base. Growth initiatives in 2012 will consist mainly of vamping operations in old working areas and extraction of higher-grade pillars. The mine’s Crystalkop reef will be used to test technology which, if successful, may be used on other group mines. In the meantime, the rollout of Project ONE at the mine aims to improve overall operating efficiencies by improving the capability and accountability of all crews and management, and enhancing planning and scheduling activities.

A high-grade block of ore, named Fish, within a large fault loss area, was initially identified in 2006. Access required extensive opening up, rehabilitation and re-equipping of old haulages in order to start development. Subsequent to initiation of access procedure, a seismic event caused extensive damage. The area was modelled from a rock engineering point of view during 2010 and a recommendation was made that a second escape was required to enable safe mining. Additional capital for this work was approved at the beginning 2011 and this is expected to be completed during 2013.

Although reef meters improved from 2010 levels, improved flexibility is only expected to be realized in 12 to 18 months. Being a pillar mine, flexibility is partially created by development and partially by re-establishment of previously abandoned face length which often poses delays and difficulty when accessing old workings. Alternate access methods are being explored with the help of external experts. Holing into old workings revealed increased requirements for re-support of the holing areas due to deteriorated ground conditions, further delaying development. Given its age and the large database of information on the orebody, grade estimation is not a significant risk. As far as practically possible, however, geological drilling into pillars that were abandoned in past years will be undertaken.

Pillar mining introduces a constraint on the mine call factor mainly due to multiple ore handling stages before the product is delivered to the plant, as well as the effect of dilution in negotiating geological structures. Recovered grade remains fairly constant and is only disrupted by unforeseen anomalies, if and when they occur.

Safety

Tragically, one fatality was recorded in January 2011 during scraper winch operations.

The mine recorded 500,000 fatality-free shifts during September 2011. The OHSAS 18001 and ISO 14001 certification was maintained. However, the all injury frequency rate was 23.92 per million hours worked compared with 21.63 the previous year.

Vaal River – Kopanang

Description

Kopanang is located in the Free State province, roughly 170 kilometers south-west of Johannesburg and approximately 10 kilometers southeast of the town of Orkney on a lease area of 35km2. The operation is west of neighbour Great Noligwa and bound to the south by the Jersey Fault. Gold is the primary output with uranium oxide as a by-product from a single shaft system to a depth of 2,600 meters.

Kopanang almost exclusively exploits the Vaal Reef, although minor amounts of gold are also extracted from the secondary Crystalkop Reef. Given the geologically complex orebody, scattered mining is used.

Performance

Kopanang produced 307,000 ounces at a total cash cost of $684 per ounce in 2011, compared with 305,000 ounces at a total cash cost of $613 per ounce the previous year.

Progress was made in reducing the number of mine-wide safety stoppages through a forum comprising government, labor and management. During 2011, 20 shifts were lost compared with 29 in 2010. In addition, a combination of pipe failures underground, engineering work required to rehabilitate a portion of the shaft, along with a shortage of key underground mining skills, limited the increase in production.

Despite these challenges, the cost increase was contained at 12 percent with the help of an improved by-product contribution and a 6 percent increase in reef yield. The latter resulted from the operation’s improved efficiency rate, or mine-call factor, less reef dilution and higher mining grades compared with 2010. Geological drilling targets were achieved, which improved confidence in planning for face length and reef meters. Reserve availability also increased, improving the flexibility of the operation. Overall productivity improved 3 percent from 2010, despite the skills shortage. Additional apprentices were employed and training increased in order to obviate this scarcity.

Growth and improvement

Production at Kopanang is expected to remain stable. In addition there is continued focus on improving mine-call factor, which rose by two percentage points in 2011. This measure of efficiency in extracting available gold has been historically low at Kopanang and efforts to improve it are focused on retrieving ‘old gold’ from abandoned working areas, reducing fragmentation and improving sampling quality.

Additional production crews will be used to sustain production targets when Simunye training continues. Pillar crews are expected to be in place by mid-year.

Life extension projects identified in 2011 include the Shaft Fault area, pillars and potential resources above 42 level, offlease opportunities and the Ventersdorp Contact Reef (VCR). Additional information will be obtained from ongoing exploration to convert resources to reserve. Reef was intersected west of the current mining front, above 42 level, returning encouraging values of 16.35g/t. Incorporation of new sampling data from drilling and underground chip sampling added to Mineral Resource during 2011.

The Shaft Fault remains a very prospective target area for new ounces and exploration will continue during 2012. Below 68 level drilling has commenced. The major structure, the Jersey Fault, has been intersected, resulting in more accurate modelling of the fault to identify reef target blocks.

Three surface drill rigs have also been mobilized to explore the Vaal Reef and VCR both on- and off-lease. This exploration plan will continue during 2012. The mining rights application for the Altona area has been lodged with the Department of Mineral Resources.

Six strategic thrusts – consistent daily blast, improving the quality of mining and the mine-call factor, meeting business expectations and life-of-mine extension, re-design of western mining front, and adoption of off-the-shelf technology to achieve productivity – have been identified to achieve targets and reduce unit costs.

Energy efficiency is expected to be addressed with the introduction of the cooling auxiliary project to reduce electricity usage by the refrigeration plants. This project also involves the implementation of compressed air valves to control pressure at the stations and to minimize power consumption during offpeak periods. In addition, water jets will be modified to reduce the pumping load, and thus energy demand.

Safety

Tragically, four fatalities occurred at the mine during the year. The first occurred in August when a rescue triage member was inundated by super-fine ore during silo maintenance. In October, a stope team leader was fatally injured in an accident during waterjet cleaning operations and in December a winch operator and an acting team leader were fatally injured in two separate fall of ground incidents. Specific new strategies for operating waterjets and for cleaning ore boxes and silos for maintenance purposes have been employed. Strategic plans to prevent falls of ground were also revised and rolled out. These accidents followed Kopanang’s achievement of more than 1 million fatality free shifts and more than a year without a fatality related to a fall of ground.

Kopanang maintained its OHSAS 18001 and ISO 14001 certifications during the year.

Vaal River – Moab Khotsong

Description

Moab Khotsong is AGA’s newest gold mine in South Africa. It is situated near Orkney, Klerksdorp and Viljoenskroon, about 180 kilometers southwest of Johannesburg. Stoping operations began in November 2003, with the mine expected to reach full production in 2013. Given the geological complexity of the Vaal Reef, scattered mining is employed.

The Zaaiplaats orebody in the Moab Khotsong lease area presents a significant growth opportunity and capital has been allocated to support its development in phases.

Performance

Moab Khotsong produced 266,000 ounces at a total cash cost of $688 per ounce in 2011, compared with 292,000 ounces at a total cash cost of $586 per ounce the previous year. The 9 percent decline in production and the resultant increase in costs were due to Section 54 safety-related stoppages enforced by the state mine inspector, as well as complex geological structures which complicated normal mining operations.

Notwithstanding a difficult operating environment, the mine achieved a strong development performance which helped create more face length than that depleted and, as a result, maintain flexibility in terms of the area to mine in future years. Ore Reserve development and long-inclined borehole drilling (LIB) proceeded according to plan in 2011.

In order to obtain critical information on a timely basis, a comprehensive risk-drilling program was revised to include macro drilling up to three cross-cuts ahead of the current development ends, thus improving grade prediction and development planning. This allowed more proactive mine design and the opening up of reef, while the development of new raises provided additional grade information. The active drilling program employs five LIB drilling and ten hydraulic drilling machines to ameliorate the risk of intersecting dip features within the 12-month mining plan.

Moab Khotsong improved overall efficiency, evidenced in the improvement of its mine-call factor by two percentage points to 84.2 percent.

Growth and improvement

The Simunye training component of Project ONE commenced midway through 2011 and will continue in 2012, with the aim of improving productivity rates. The continued ramp-up of Project ONE, and specifically its work management component, are expected to assist in mitigating cost inflation at the mine.

The key focus areas identified for Project ONE are the area mined in square meters, Ore Reserve development, reef development, tonnes hoisted and grade.

Project Zaaiplaats is designed to extend the operation’s life by exploiting the Zaaiplaats block southwest of the current mine, unlocking 5.4 million ounces of gold. Phase 1, which was approved in August 2010, is currently underway. It will establish the infrastructure required for phase 2 which in turn will create a drilling platform to further increase the geological (structural) confidence of a bigger portion of the Zaaiplaats orebody, while delivering first production from the project to bridge the gap between current mining activities and access to the main portion of the Zaaiplaats orebody.

Phase 1 is expected to conclude in 2012 with the establishment of the infrastructure to continue with phase 2. Phase 2 will follow with development of the eastern access. Redesign and supplementary studies will continue along the way, with changes incorporated from drilling information and practical experience of the use of trackless equipment. During phase 3, scheduled for 2014, full approval of the remaining phase of the Zaaiplaats project will be sought.

Phase 1 is currently in the implementation stage and access development has been completed ahead of schedule.

Construction of two 800 tonne ore-storage silos is in process and is expected to be completed in 2012. This crucial component of phase 1 will increase rock-handling capacity on 101 and 102 levels in anticipation of phase 2 and phase 3.

The Zaaiplaats project will use a modified approach to predevelopment to facilitate drilling platforms for gathering orebody and structural information, together with the possibility of earlier gold production given the anticipated drilling outcomes. A mechanized development contract is expected to be negotiated in 2012.

Safety

Tragically, a fatality was recorded at Moab Khotsong as a result of a tramming incident. Despite this, the mine sustained a year-on-year improvement in the fatal injury frequency rate, from 0.13 per million hours worked in 2010 to 0.06 in 2011. This improvement aligns the mine’s performance with industry milestones for 2013.

Moab Khotsong mine recorded 1.96 million fatality-free shifts in August 2011, a new record for this operation. There were also 2.5 million fall-of-ground fatality-free shifts, which milestone was achieved over a period of 18 months.

The mine retained its OHSAS 18001 and ISO 14001 certification during 2011.

Vaal River and West Wits – Surface operations

Description

The surface operation (metallurgy) extracts gold from marginal ore dumps and tailings storage facilities at surface as there is more metallurgical capacity than reef mined. Uranium is produced as a by-product. In addition, backfill product is produced for mining operations. Operating units are: Noligwa Gold Plant, which takes feed from the Vaal River mines and processes marginal ore-dump material; Mispah plant, which also treats marginal ore-dump materials; Kopanang Gold Plant, which treats marginal oredump material and Kopanang reef; West Gold Plant, which treats marginal ore-dump material; East Gold Plant, which treats feed from the Sulphur Pay dam and environmental clean-up material; Mponeng Gold Plant, dedicated to reef from the Mponeng mine; Savuka Gold Plant, which services TauTona and Savuka and treats dump material; South Uranium Plant, which operates in reverse leach mode with Noligwa Gold Plant; and Nufcor, which undertakes Calcining of South Uranium Plant’s final product. Metallurgy also has rail transport infrastructure, the Vaal River and West Wits Laboratories and tailings management facilities.

Performance

The surface operation produced 164,000 ounces of gold at a total cash cost of $665 per ounce in 2011, compared to 179,000 ounces at a total cash cost of $486 per ounce the previous year. Uranium production was 1.38 million pounds compared with 1.46 million pounds the previous year.

Following unseasonal rains, the water containment circuits were unable to manage the amount of water resulting in a number of overflows. A new water management regime was introduced to improve available stormwater dam capacity. Since its introduction, there have been no overflows. Later in the year, unseasonal late rainfall resulted in a water shortage which necessitated a stoppage of the East Gold Plant for three days. Short-term action minimized the impact. In addition, a pipeline is being installed which will make it possible to take some mildly saline water from neighboring third-party operations, currently discharged into the Koekemoerspruit, into AngloGold Ashanti’s metallurgical circuit. A second project has been undertaken which will allow well-field water to be pumped into the metallurgical circuit.

Surface operations experienced 12 reportable environmental incidents during 2011, of which eight were due to dam overflows. The water management philosophy has been revised taking into consideration the infrastructure and operational management of the total water balance. The actions that were put in place ensured that water could be managed during the wet fourth quarter. The replacement of the Mponeng residue pipeline and improvements in operational management have reduced the overall risk of major pipe failures.

The failure of the Mispah mill further impacted production, motivating the redesign of the lubrication system on this and similar mills. The unexpected decline of grade in marginal ore dumps is a concern and has been met with increased focus on optimizing mill use, while an additional dump was equipped for mining to improve flexibility. Poor reliability of oxygen and lime supply also affected production. An oxygen plant has now been built on site to ensure supply and a new lime-slaking facility has been constructed to facilitate the use of powdered instead of unslaked lime.

Growth and improvement

Project ONE – and in particular its business process framework component – has been rolled out at all plants in South Africa. As part of the second phase, processes are being optimized to ensure maximum benefits are derived. Data based process management is being used at all plants to determine the appropriate measures to be monitored to reduce variability. Encouraging results have been achieved at the South Uranium plant and Mispah plant. The methodologies employed have been implemented at all other plants.

There are three focus areas for growth and improvement, namely:

Uranium Expansion Project to upgrade infrastructure to transport Kopanang ore to the South Uranium Plant to recover additional uranium. Completion is scheduled for July 2012;

Replacement of the uranium solvent extraction section within the plant to ensure sustainable operations over the life of the operation. Completion is scheduled for the end of the third quarter 2013; and

Uranium tailings storage facility (TSF) project designed to recover uranium and gold from existing tailing storage facilities.

A project was initiated to conduct test work to improve understanding of each surface resource. The potential upgrade to material from marginal ore dumps is being investigated.

Community complaints were received regarding dust in the Vaal River area. A “best practice” guideline was developed regarding dust mitigation and is being implemented. The initial focus was on the western extension TSF which contributes most of the dust. Capital of $0.2 million was made available for phase 1, involving the installation of wind curtains and water spray systems on this TSF. This has been completed. Phase 2, which involves the grassing of high-risk areas on the TSF, is due for completion in 2012.

Safety

Metallurgy holds the following certifications:

ISO 14001 – Environment;

OHSAS 18001 – Occupational Health and Safety;

ICMI – Internal Cyanide Management Institute Certification; and

ISO/17025/IEC – International Standard for Testing Laboratories (Vaal River laboratory).

West Wits operations

Description

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

Geology

Two reef horizons are exploited at the West Wits operations, the Ventersdorp contact Reef (VCR) located at the top of the Central Rand Group and the Carbon Leader Reef (CLR) near the base. The separation between the two reefs increases from east to west from 400 tp 900 meters, due to unconformity in the VCR. TauTona and Savuka exploit both reefs, whereas Mponeng only mines the VCR. Faults of greater than 70 meters are rare. The CLR consists of one or more conglomerate units and varies from several centimeters to more than three meters in thickness. Regionally, the VCR dips at approximately 21 degrees but may vary between 5 degrees and 50 degrees, accompanied by changes in thickness of the conglomerate units. Where the conglomerate has the attitude of the regional dip, it tends to be thick, well-developed and accompanied by higher gold accumulations. Where the attitude departs significantly from the regional dip, the reef is thin, varying from several centimeters to more than three meters in thickness.

Operating and production data for West Wits operations

 

 
   Mponeng   Savuka   TauTona 

 

 

2011

      

Pay limit (oz/t)

   0.41       0.46       0.78    

Pay limit (g/t)

   9.16       10.36       17.63    

Recovered grade (oz/t)

   0.283       0.195       0.220    

Recovered grade (g/t)

   9.71       6.69       7.55    

Gold production (000 oz)

   500       49       244    

Total cash costs ($/oz)(1)

   547       857       816    

Total production costs ($/oz)(1)

   691       918       1,135    

Capital expenditure ($ million)

   172       8       79    

Employees(2)

   5,624       785       4,023    

Outside contractors(2)

   164       30       484    

All injury frequency rate

   15.39       8.39       13.36    

2010

      

Pay limit (oz/t)

   0.28      0.56      0.60   

Pay limit (g/t)

   9.14      17.86      19.27   

Recovered grade (oz/t)

   0.276      0.155      0.204   

Recovered grade (g/t)

   9.48      5.30      7.01   

Gold production (000 oz)

   532      22      259   

Total cash costs ($/oz)(1)

   452      1,136      699   

Total production costs ($/oz)(1)

   580      1,409      996   

Capital expenditure ($ million)

   122      9      75   

Employees(2)

   5,732      952      4,137   

Outside contractors(2)

   46      29      472   

All injury frequency rate

   15.93      7.69      19.03   

2009

      

Pay limit (oz/t)

   0.25      0.78      0.74   

Pay limit (g/t)

   8.53      26.74      25.33   

Recovered grade (oz/t)

   0.253      0.159      0.213   

Recovered grade (g/t)

   8.66      5.45      7.29   

Gold production (000 oz)

   520      30      218   

Total cash costs ($/oz)(1)

   331      1,133      532   

Total production costs ($/oz)(1)

   404      1,400      766   

Capital expenditure ($ million)

   109      13      57   

Employees(2)

   5,926      1,019      3,842   

Outside contractors(2)

   103      35      451   

All injury frequency rate

   14.31      13.23      15.84   

(1)

Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures, see “Item 5A.: Operating results – Total cash costs and total production costs”.

(2)

Average for the year.

West Wits – Mponeng

Description

Mponeng is located between the towns of Carletonville and Fochville on the border between Gauteng and the North West Province, southwest of Johannesburg. The operation, the world’s deepest mine, extracts the Ventersdorp Contact Reef (VCR) at depths between 2,400 meters and 3,900 meters through sequential-grid mining. The Mponeng lease area is constrained to the north by the TauTona and Savuka mines, to the east by Gold Fields’ Driefontein mine and to the west by Harmony’s Kusasalethu. Mponeng comprises a twin-shaft system housing two surface shafts and two sub-shafts. Ore is treated and smelted at the mine’s gold plant.

Performance

Mponeng produced 500,000 ounces at a total cash cost of $547 per ounce in 2011, compared with 532,000 ounces at a total cash cost of $452 per ounce the previous year. The decline in production was due to a combination of factors which interrupted normal operations at various periods throughout the year and higher than- anticipated temperatures in the deeper mining areas. An upgrade and expansion of the ice plant on surface, which contributed to higher costs, was necessitated by the increased cooling requirements as underground operations at Mponeng deepened. Work on this upgrade began in 2010 and was completed in 2011.

The Mponeng operating teams contended with the breakdown of a winder and also trackless equipment used for the deepening project. An increase in the number of Section 54 safety stoppages, ordered by the state mine inspector, caused considerable disruption during the year. Management teams have intensified efforts to avoid these stoppages by continuing to improve overall safety at the mine and ensuring compliance with all relevant safety regulations. Improving development performance remains a key area of focus.

Growth and improvement

Mponeng hosts the most significant of the group’s South African investments in its below 120 deepening project, which will extend the life of this operation. This project, which will access the Carbon Leader and Ventersdorp Contact reefs below the current 120 level, is being tackled in a phased approach with the development of a decline from the existing infrastructure to gain quicker access to the ore and improve payback, project returns and future expansion options.

The CLR portion of the project will ultimately access 11.3 million ounces and the VCR another 3.2 million ounces. Phase 1 refers to the VCR below 120 project, currently being implemented to develop four declines from 120 level to the 126/127 levels to exploit the VCR orebody. It includes the installation of the supporting infrastructure (refrigeration, backfill, decline equipping, etc) required to service a 10,000m2/month production plan.

The feasibility study is underway for phase 2, which will focus on the CLR on two levels from 120 level down to 126 level. The access design showing best fit with existing infrastructure and schedule, as well as the best returns and potential for expansion, is the construction of a central ramp, supported by an extension of the SS2 shaft for long-term transportation of men and material. The rock will be trucked up the ramp from 126 and 123 level to 119 level and hoisted to surface through the SS1 shaft rock hoisting system. Phase 2 is expected to be mined at a rate of 12,000m2 per month. The dedicated decline ramp from 120 level will provide fast access to ounces and will minimize the dependence of phase 2 on phase 1 infrastructure, making phase 1 infrastructure available for a phase 3 project opportunity. Phase 2 will be implemented following board approval which is anticipated during 2012.

At the existing Mponeng operation, additional exploration was undertaken to gain greater knowledge of the orebody and its geological structures in order to improve planning, scheduling and confidence in production targets. Along with this program, a decision has been taken to minimize ongoing mining activities in the lower-grade eastern sections of the mine.

The grade mined at Mponeng was marginally higher than that achieved in 2010 following the decision to move crews from the eastern areas of the mine, where values were found to decline significantly. The mine call factor improved marginally to 79.2 percent.

The introduction of Project ONE at Mponeng will focus on safety transformation to reduce injury rates and eliminate disruptive stoppages; improvement of compliance with mining cycles; improving blast frequency; and optimizing vertical transport. Gains in these areas are expected to result in ongoing productivity improvements at the mine through improvements in face advance, mitigating occasional shortages in certain underground mining skills. Rail-bound drill rigs will also be introduced to accelerate development rates and – as with all the mines in the South Africa region – work crews will undergo the Simunye training program.

New technologies that are introduced at Mponeng to increase productivity are the use of high pressure drill rigs and drill jigs that achieve better development advancement compared to conventional mining equipment. Ore handling improvements at Mponeng are achieved through the use of bigger hoppers that transport higher tonnage of ore and the use of front driven trains. Wi-fi communication was installed underground to assist with better scheduling of handling of material and ore to save time and cost.

Water and waste management in the West Wits region is another key area of focus. Construction of storm water diversion trenches, containment evaporation ponds, waste water control dams and the upgrade of the salvage yard were initiated in 2011. The only work completed in 2011 was the salvage yard upgrade and about 70 percent of the storm water diversion trenches.

During 2011 the majority of the cooling towers were converted from potable to service water use as part of the goal of cutting potable water consumption to 120,000 kiloliters a month. This was surpassed, with use now stabilized at between 80,000 kiloliters and 100,000 kiloliters a month.

A similar focus will be placed on energy use in 2012, with targets set for the reduction of compressed-air and pumping costs. The flow meters installed at each level help to minimize pumping during Eskom’s high-demand times, thus assisting with reduced power consumption.

Safety

Tragically, two fatalities were recorded at Mponeng. In May 2011, an employee died when a seismic event of 0.6 magnitude resulted in a fall of ground. In August 2011, another employee died when a seismic event of local magnitude 2.0 again led to an extensive fall of ground.

Management believes that the improved planning and scheduling that stem from Project ONE, as well as the more cohesive and productive teams resulting from the Simunye training, will help achieve further improvements in safety. Crews have also been initiated into the Simunye training process. The introduction of the safety management program is expected to assist in further improving safety through its requirements to ensure regular inspections, behavior observations, group meetings and frequent workplace risk assessments.

During 2011, the all injury frequency rate improved to 15.39 per million hours worked, from 15.93 in 2010 and the mine also achieved 500,000 fatality-free shifts. Improved engagement with the entire workforce regarding every aspect of their responsibilities and daily tasks will be an ongoing responsibility for management.

Mponeng has the following certification:

ISO 14001 – Environments; and

OHSAS 18001 – Occupational health and safety.

The company plans to have employees and contractors at Mponeng undergo hazardous substance training during 2012.

West Wits – Savuka

Description

Savuka is situated on the West Wits line in the province of Gauteng, close to the town of Carletonville and approximately 70 kilometers southwest of Johannesburg. The Carbon Leader Reef (CLR) is mined at depths varying between 3,137 meters and 3,457 meters below surface and the Ventersdorp Contact Reef (VCR) at a depth of 1,808 meters below surface.

Savuka shares a processing plant with neighbouring TauTona.

Performance

Savuka produced 49,000 ounces at a total cash cost of $857 per ounce in 2011, compared with 22,000 ounces at a total cash cost of $1,136 per ounce the previous year. The mine was placed on care and maintenance during 2011 following a shaft accident that damaged underground infrastructure in May 2009. Limited operations continued throughout 2011 using previously developed reserves. Parts of the Savuka deposit will be accessed from the neighbouring Mponeng operation.

Growth and improvement

The mine’s infrastructure was mothballed at the end of 2011. Ongoing maintenance is required in order to continue water pumping activities for AngloGold Ashanti’s remaining mines in the immediate vicinity.

Safety

Savuka has received the following certifications:

ISO 14001 – Environment; and

OHSAS 18001 – Occupational health and safety.

West Wits – TauTona

Description

TauTona lies on the West Wits Line, just south of Carletonville in Gauteng, about 70 kilometers southwest of Johannesburg. Mining takes place at depths of 1,850 meters to 3,450 meters. The mine has a three-shaft system, supported by secondary and tertiary shafts, and is in the process of converting from longwall to scattered-grid mining. The change in mining method was necessitated by the increasingly complex geology being encountered and the unsuitability of the current method for mining through the Pretorius fault. This change is also expected to improve safety.

Performance

TauTona produced 244,000 ounces at a total cash cost of $816 per ounce in 2011, compared with 259,000 ounce at a total cash cost of $699 per ounce the previous year.

A decision was taken early in 2011, following a significant seismic event, to cease mining of the Ventersdorp Contact Reef (VCR) shaft pillar and remove it from the immediate mine plan in the interests of safety. This decision contributed to the decline in output.

The increase in costs resulted from lower production, replacement of equipment and additional shifts needed to claw back some of the lost production.

Production crews were deployed to focus on increased sweeping and vamping of old production areas to capture valuable ore-chips and gold displaced after blasting and left behind after work areas were vacated. This helped improve the overall mine-call factor of the operation. Increased geological drilling enhanced the overall knowledge of the orebody and contributed to the improved grade in the second half of the year.

Growth and improvement

In line with the rollout of the Project ONE business improvement initiative across the South African operations in 2011, continued focus will be placed on productivity improvements through improved scheduling and planning, as well as continued training of work crews through the Simunye initiative.

One of the chief initiatives expected to be implemented in 2012 is a vertical transport optimization project to accelerate the delivery of consumables and other essential items to work crews, in order to increase production time at the face. Similarly, management expects that the Carbon Leader transfer system will significantly reduce times for horizontal transport, or tramming, due to the reduction in tramming kilometers and elimination of inter-level transfers.

The following energy projects are currently being undertaken:

Installation of a pre-cooling tower at the surface fridge plant – this project was started and completed in 2011. The pre-cooling tower results in improved power consumption in ambient temperatures, as the fridge plant does not have to be activated.

Compressed air automation – this project is expected to be completed in the third quarter of 2012 and should also result in lower power consumption.

Energy recovery turbine – this project is expected to be completed by March 2012.

There will be continued emphasis on the management of seismicity to further improve safety and limit production interruption.

Following the success achieved in 2011, additional geological drilling will be undertaken to enhance knowledge of geological structures. Plans and schedules will be revised accordingly. At year-end, more than half the mine had converted to scattered grid mining and increased efforts were made to achieve development targets to improve future underground flexibility.

AngloGold Ashanti has also reached an agreement to drill in the IC2 block, an area belonging to Gold Fields that is adjacent to TauTona’s existing workings and can be more quickly accessed from there. Drilling started in December 2011 and is expected to be completed by the end of 2012. Scoping work is also underway to determine the viability of mining parts of the Savuka orebody from TauTona, by establishing a link between the two mines.

Safety

There were no fatalities in 2011. The all injury frequency rate improved significantly to 13.36 per million hours worked, as AngloGold Ashanti employees at all levels focused on implementation of the safety transformation plan and the basic tenets of Project ONE. The mine achieved more than 1 million shifts without a fatality and more than three years without a fatality related to falls of ground.

TauTona has received the following certification:

 ISO 14001 – Environment; and

 OHSAS 18001 – Occupational Health and Safety.

   Attributable tonnes
treated/milled (Mt)
  Average grade
recovered (g/t)
  

Attributable gold

production (000oz)

  

Total cash costs

($ per ounce)

  Attributable capital
expenditure ($m)
 
   2012  2011  2010  2012  2011  2010  2012  2011  2010  2012  2011  2010  2012  2011  2010 

SOUTH AFRICA

                       

Vaal River

                       

Great Noligwa

  0.5    0.5    0.7    5.72    5.58    5.99    84    94    132    1,226    1,191    894    27    29    24  

Kopanang

  0.9    1.5    1.6    5.40    6.47    6.13    164    307    305    1,018    684    613    93    92    61  

Moab Khotsong

  0.6    0.9    1.0    8.16    9.39    9.03    162    266    292    1,043    688    586    159    147    120  

Tau Lekoa(1)

  -    -    0.6    -    -    3.32    -    -    63    -    -    905    -    -    10  

Surface operations

  10.8    10.7    10.2    0.42    0.48    0.54    144    164    179    833    665    486    8    5    3  

Mine Waste Solutions(2)

  7.2    -    -    0.12    -    -    28    -    -    1,036    -    -    7    -    -  

West Wits

                       

Mponeng

  1.3    1.6    1.7    9.40    9.71    9.48    405    500    532    640    547    452    194    172    122  

Savuka

  0.2    0.2    0.1    6.09    6.69    5.30    37    49    22    1,027    857    1,136    20    8    9  

TauTona(3)

  0.8    1.0    1.1    7.63    7.55    7.01    189    244    259    921    816    699    73    79    75  

CONTINENTAL AFRICA

Ghana

LOGOIduapriem

4.64.33.41.221.441.70180199185922839778957317

Obuasi(3)

2.12.02.64.794.825.162803133171,189859760185132109

Guinea

Siguiri (85 percent)

10.19.78.80.760.790.97247249273935871656281510

Mali

Morila (40 percent)(5)

1.81.81.71.411.701.70819995765818716111

Sadiola (41 percent)(5)

1.92.01.81.641.902.041001211181,22083568637148

Yatela (40 percent)(4)(5)

1.11.11.21.061.041.232929601,7931,483817212

Namibia

Navachab

1.41.41.51.591.461.807466861,014939721154814

Tanzania

Geita

4.83.94.73.473.982.36531494357652488697815838

AUSTRALASIA

Australia

Sunrise Dam

3.43.63.62.392.163.222582463961,1781,362692352729

AMERICAS

Argentina

Cerro Vanguardia (92.5 percent)

1.71.01.06.486.236.11219196194644403366707338

Brazil

AGA Mineração(3)

2.21.71.66.077.437.21388361338711571444162259142

Serra Grande(6)

0.90.60.63.363.594.05986777827851481332226

United States of America

Cripple Creek & Victor(4)

20.920.320.60.400.390.432472672336405695001006773
(1)

Sold effective August 1, 2010.

(2)

Effective July 20, 2012, AngloGold Ashanti has eight mining operations in its Continental Africa region:acquired 100 percent of First Uranium (Pty) Limited which, owns MWS.

(3)

IduapriemThe yields of TauTona, Obuasi and Obuasi in Ghana;AGA Mineração represent underground operations.

(4)

Siguiri in Guinea;

Morila, SadiolaThe yields of Yatela and Yatela in Mali;Cripple Creek & Victor reflect recoverable gold placed/tonnes placed from heap leach operations.

(5)

Navachab in Namibia; andEquity-accounted investments.

(6)

Geita in Tanzania.

Effective July 1, 2012 AngloGold Ashanti also conducts an active greenfield exploration program, principallyincreased its holding from 50 percent to 100 percent.

Rounding of figures may result in computational discrepancies.

SOUTH AFRICA

LOGO

AngloGold Ashanti’s South African operations comprise six deep-level mines and surface operations including MWS. They are:

The Vaal River operations – Great Noligwa, Kopanang, Moab Khotsong and the surface operations; and

The West Wits operations – Mponeng, Savuka and TauTona.

    Gold production
(000oz)
   

Average number of  

employees  

 

  Operations

  

  1.   South Africa

    

        Vaal River

    

        Great Noligwa

   84     3,063    

        Kopanang

   164     6,014    

        Moab Khotsong

   162     6,645    

        Surface operations

   144     1,147    

        Mine Waste Solutions(1)

   28     727    

        West Wits

    

        Mponeng

   405     6,262    

        Savuka

   37     1,157    

        TauTona

   189     4,472    
           

(1)

On July 20, 2012, AngloGold Ashanti acquired First Uranium (Pty) Limited, which owns MWS. MWS is a recently commissioned retreatment operation in South Africa’s Vaal River area in the Democratic Republicimmediate vicinity of the Congo (DRC), focused on the Mongbwalu concessionAngloGold Ashanti’s other tailings facilities.

South Africa Key Statistics

    Unit  2012  2011  2010  

  Operation

        

  Tonnes treated/milled

  Mt  22.3  16.4  17.0  

  Pay limit

  oz/t  0.40  0.54  0.53  
  g/t  12.41  11.98  12.02  

  Recovered grade

  oz/t  0.219  0.232  0.212  
  g/t  7.50  7.95  7.28  

  Gold production

  000oz  1,213  1,624  1,784  

  Total cash costs(1)

  $/oz  873  695  598  

  Total production costs(1)

  $/oz  1,101  920  819  

  Capital expenditure

  $m  619  549  430  

  Safety

        

  Number of fatalities

    11  9  10  

  AIFR

  Per million hours worked  13.24  15.57  16.69  

  People

        

  Average no of employees: Total

    34,186  32,082  35,660  

Permanent employees

    29,740  28,176  31,723  

Contractors

     4,446  3,906  3,937  

(1)

Total cash costs and the Kibali joint venture with Randgold Resources and the DRC government. This is in addition to brownfield exploration being conducted in and around its existing operations.total production costs are non-GAAP measures. For further information on the group’s exploration program in Continental Africa,these non-GAAP measures, see “Item 4B.: Business overview5AGlobal exploration”.

Performance

Combined production from Continental African operations increased by 5 percent to 1.57 million ounces of gold in 2011, equivalent to 36 percent of group production. Declines in production at the Siguiri, Obuasi, Yatela and Navachab operations were offset by increases at Geita, Iduapriem, Sadiola and Morila. Production at Geita rose by 38 percent. In all, these operations employed 16,539 people, including contractors, 778 more than in 2010. Total attributable capital expenditure for the region was $418 million (2010: $232 million). The bulk of this was spent at the Obuasi and Iduapriem operations in Ghana, at Geita in Tanzania and at Navachab in Namibia.

Safety

Regrettably, three contractors were involved in fatal occupational accidents during 2011. The AIFR for the year was 3.03 per million hours worked, a significant improvement on the 5.26 recorded in 2010.

GHANA - Summary of metallurgical operations

   OBUASI  

        IDUAPRIEM

PLANT

 
   Sulfide Treatment
Plant
  

Tailings

Treatment Plant

  

Oxide Treatment

Plant

  

Capacity (000 tonnes/month)

  200    200    150    375  

Ghana – Iduapriem

Description

Iduapriem, wholly owned by AngloGold Ashanti since September 2007, comprises the Iduapriem and Teberebie properties on a 110km2 concession. The mine is situated in the western region of Ghana, some 70 kilometers north of the coastal city of Takoradi and 10 kilometers southwest of Tarkwa.

Iduapriem is an open-pit mine and its processing facilities include a Carbon-in-pulp (CIP) plant.

Geology

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

Operating and production data for Iduapriem

000,000,000,000000,000,000,000000,000,000,000
    2011   2010   2009 

Pay limit (oz/t)

   0.03     0.04     0.04   

Pay limit (g/t)

   0.92     1.47     1.45   

Recovered grade (oz/t)

   0.042     0.050     0.050   

Recovered grade (g/t)

   1.44     1.70     1.72   

Gold production (000 oz)

   199     185     190   

Total cash costs ($/oz)(1)

   839     778     658   

Total production costs ($/oz)(1)

   1,080     1,027     795   

Capital expenditure ($ million)

   73     17     28   

Employees(2)

   741     729     727   

Outside contractors(2)

   802     754     720   

All injury frequency rate

   6.61     9.73     12.26   

(1)

Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures, see “Item 5A.: Operating resultsResults – Total cash costs and total production costs”.

(2)

Performance in the South Africa Region in 2012

Safety and health

Regrettably, in the South Africa region, there were 11 fatalities in 2012 (2011: 9). The number of fatalities remains of serious concern to the company. TauTona achieved 4 million fall-of-ground fatality free shifts in November and Kopanang achieved 1 million fatality free shifts in December, both notable achievements. For the region as a whole, an all injury frequency rate of 13.24 per million hours worked was reported as compared to 15.57 in 2011.

Production

The South Africa Region milled 22.3 million tonnes of ore in 2012, up by 36 percent on the previous year, primarily due to the acquisition of MWS effective July 20, 2012. The Vaal River operations accounted for 582,000 ounces (48 percent) of the South Africa Region’s production and the West Wits operations for 631,000 ounces (52 percent). Combined, this was equivalent to 31 percent of group production. In addition, the Vaal River operations produced 1.21 million pounds of uranium as a by-product.

Total cash costs for the South Africa region were $873 per ounce, compared with $695 per ounce in 2012. Mponeng, with a cash cost of $640 per ounce, was the lowest cost producer in the region with Great Noligwa, which is approaching the end of its operating life, being the highest at $1,226 per ounce. Unit cost increases were largely influenced by reduced production, and higher wages and input prices (energy and fuel). The primary cost components in 2012 were: labor $363 per ounce; consumables $253 per ounce; services $68 per ounce; and other inputs $189 per ounce.

The operating environment in South Africa remained challenging, with safety-related stoppages continuing to be disruptive, especially in the first half of the year. An industry-wide strike which started in the third quarter and continued into the fourth quarter, halted all mines and plants in South Africa for about six weeks. The total loss of production as a result of the strike and the slow ramp-up to full production, necessitated by geotechnical concerns resulting from the stoppage, was about 235,000 ounces. Seismic activity at the West Wits operations was also problematic and geological limitations, coupled with lower mining grades at the Vaal River operations and above-inflation cost pressure, presented an ongoing challenge.

Capital expenditure

Capital expenditure in the South Africa Region totalled $619 million, an increase of 12.7 percent on the $549 million spent in 2011. The bulk of this was spent at Mponeng ($194 million), Moab Khotsong ($159 million), Kopanang ($93 million) and TauTona ($73 million).

People

The South Africa operations employed an average of 34,186 people during the year (2011: 32,082), of whom 4,446 (13 percent) were contractors and 29,740 (87 percent) permanent employees. This was equivalent to 52 percent of the group’s total workforce. Productivity per employee for the year was 4.19 ounces/total employees costed (2011: 5.85 ounces/total employees costed) – the lowest in the group – a function of work stoppages, decreasing grades and the increasing labor intensity of deep level underground mining operations in South Africa.

Environment

The reduction in reportable environmental incidents in 2010 and 2011 was maintained in 2012, with most of these incidents in 2012 taking place at the newly acquired MWS operations. Since taking ownership of MWS in July 2012, considerable resources have been dedicated to ensuring this asset meets AngloGold Ashanti’s environmental operating standards. The potential for inter-mine flooding and water legacy issues continued to be environmental challenges.

Ore reserve

At December 31, 2012, South Africa had a total attributable Ore Reserve of 31.57 million ounces (2011: 32.43 million ounces), equivalent to 43 percent of the group’s Ore Reserve.

Growth

Notable progress was made with the Mponeng deepening below 120 level project, which will extend Mponeng’s life of mine. The first phase of this project, which accesses the VCR, is on track to begin production in April 2014. Phase 2, which will access the CLR below the 120 level, was approved by the AngloGold Ashanti board in March 2012. Infrastructure development is under way with production from the second phase scheduled to begin in 2016.

The Moab Khotsong business plan, without growth projects, is expected to produce some 3 million ounces of gold. Zaaiplaats will provide additional ounces and serve as a gateway for opportunities beyond the initial target block. Phase 1 of the Zaaiplaats project, approved in July 2010 and currently in implementation, is dedicated to establishing the infrastructure for Phase 2, which will create a drilling platform to increase geological confidence within the greater Zaaiplaats orebody while providing some initial gold production. Phase 3 is currently in prefeasibility study phase. A full study, to begin in the first quarter of 2013 and to run for about a year, includes various options of accessing the orebody through either Moab Khotsong or Kopanang, while accessing other mining blocks adjacent and contiguous to Project Zaaiplaats.

CONTINENTAL AFRICA

LOGO

AngloGold Ashanti has eight mining operations in its Continental Africa region:

Iduapriem and Obuasi in Ghana;

Siguiri in Guinea;

Morila, Sadiola and Yatela in Mali;

Navachab in Namibia; and

Geita in Tanzania.

    Gold production
(000oz)
   Average number of    
employees    
 

  Operations

    

  1.   Ghana

    

Iduapriem

   180     1,549      

Obuasi

   280     5,373      

  2.   Guinea

    

Siguiri

   247     3,643      

  3.   Mali

    

Morila

   81     319      

Sadiola

   100     783      

Yatela

   29     407      

  4.   Namibia

    

Navachab

   74     953      

  5.   Tanzania

    

Geita

   531     3,594      

Continental Africa - Key Statistics

    Unit  2012  2011  2010  

  Operation

        

  Tonnes treated/milled

  Mt  27.8  26.3  25.7  

  Pay limit

  oz/t  0.041  0.036  0.040  
  g/t  1.273  1.235  1.371  

  Recovered grade

  oz/t  0.055  0.055  0.052  
  g/t  1.70  1.87  1.79  

  Gold production

  000oz  1,522  1,570  1,491  

  Total cash costs(1)

  $/oz  911  752  720  

  Total production costs(1)

  $/oz  1,093  960  872  

  Capital expenditure

  $m  712  418  232  

  Safety

        

  Number of fatalities

    5  3  5  

  AIFR

  Per million hours worked  2.26  3.03  5.26  

  People

        

  Average no of employees: Total

    16,621  16,539  15,761  

Permanent employees

    10,014  9,783  9,684  

Contractors

     6,607  6,756  6,077  

(1)

Average for the period.

Performance

Gold production for the year totaled 199,000 ounces, an 8 percent increase on production in 2010, due in large part to the increase in volumes milled. Record monthly throughput of 404,000 tonnes was achieved in August 2011. This was despite a deterioration in the average grade over the year to 1.44g/t, which was 15 percent lower year-on-year.

A highlight of the year was the commissioning of the new tailings storage facility (TSF) in the first half of the year – a timely development given the declining capacity of the interim tailings storage facility.

A critical operating challenge was the repeated failure of the newly installed high pressure valves, installed on the plant tailings discharge line going into the new TSF facility tailings pumps. This resulted in a halt to production at the plant as the pumps operate off the same pipeline. A separate pipeline is to be installed from the pumps and is expected to be commissioned in May 2012. In the interim, the existing valves will be closely monitored and maintained. Another challenge during the year was the heavy rainfall, which required plant throughput to be curtailed in order to manage the new TSF freeboard (the maximum level to which the water is allowed to rise).

Total cash costs per ounce increased by 8 percent from the previous year to $839 per ounce, owing primarily to higher fuel and power costs. Total capital expenditure for the year was $73 million, including $60 million for the TSF and $2 million relating to the Ajopa project.

Growth and improvement

Work begantotal production costs are non-GAAP measures. For further information on the implementation of the BPF component of Project ONE in August 2010 at the CIP plant. Performance relating to the process is being measured and monitored and has currently reached the stabilization stage. Plant output is also being measured and recorded. Analysis and optimization was initiated to identify the key causes of production losses in the plant. As a result, several control actions have emerged from this and these have been developed and championed by team leaders for the crushing and CIP plants.

The emphasis in 2012 will be to stabilize and minimize downtime at the crushing plant, to improve the primary crusher feeding rate.

In 2012, the BPF is expected to be introduced into the mining operation. While the mine has limited growth prospects on surface, the sustained increase in the gold price has led to renewed interest in evaluating the considerable low-grade resource in the Tarkwaian conglomerates beyond the economic limits of the existing pits.

A scoping study will examine the expansion of the open pit operation by increasing throughput. Long-hole drilling is also planned to determine if there is an economic resource sufficient to support underground mining.

The Ajopa project is now scheduled to start in mid-2012 and is expected to cost an estimated $12 million. Ajopa hosts an Ore Reserve estimated at 4.97 million tonnes at a grade of 2.05g/t, equivalent to around 363,000 ounces of gold.

A new cyanide sparging plant was commissioned in August 2011 as part of the infrastructure development required for compliance with the cyanide code.

Safety

For the third consecutive year, occupational injuries have continued to decline. The focus in the year was on contractor engagement in safety programs, fatigue management and the implementation of risk-based medical surveillance. Emergency response planning and crisis management were reviewed in the year, while safety campaigns continued in order to focus and procure commitment from all employees.

An OHSAS 18001 certification audit was conducted during August 2011 and the next recertification will be concluded during 2014. An ISO 14001 recertification audit will be conducted during 2012.

Ghananon-GAAP measures, see “Item 5AObuasi

Description

Obuasi, wholly owned by AngloGold Ashanti, is located in the Ashanti Region of Ghana, approximately 60 kilometers south of Kumasi. Mining operations are primarily underground, to a depth of 1.5 kilometers. However, some surface mining in the form of open pit and tailings reclamation also occurs. Obuasi currently treats sulfide ores from underground at the south plant, following the decommissioning of the tailings treatment plant in October 2010. The south plant also treats sulfide tailings and has a capacity of 360,000 tonnes per month.

Geology

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

Two main ore types are mined:

quartz veins which consist mainly of quartz with free gold in association with lesser amounts of various metal sulfides such as iron, zinc, lead and copper. The gold particles are generally fine-grained and occasionally are visible to the naked eye. This ore type is generally non-refractory; and

sulfide ore which is characterized by the inclusion of gold in the crystal structure of a sulfide material. The gold in these ores is fine-grained and often locked in arsenopyrite. Higher gold grades tend to be associated with finer grained arsenopyrite crystals. Other prominent minerals include quartz, chlorite and sericite. Sulfide ore is generally refractory.

Operating and production data for Obuasi

000,000,000,000000,000,000,000000,000,000,000
    2011   2010   2009 

Pay limit (oz/t)(1)

   0.19     0.19     0.21 

Pay limit (g/t)

   5.85     6.60     7.26 

Recovered grade (oz/t)(1)

   0.141     0.150     0.151 

Recovered grade (g/t)

   4.82     5.16     5.18 

Gold production (000 oz)

   313     317     381 

Total cash costs ($/oz)(2)

   859     760     630 

Total production costs ($/oz)(2)

   1,288     1,003     848 

Capital expenditure ($ million)

   132     109     94 

Employees(3)

   4,163     4,225     4,408 

Outside contractors(3)

   1,375     1,497     1,351 

All injury frequency rate

   2.37     2.86     4.73 

(1)

Pay limits and recovered grade refer to underground ore resources.

(2)

Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures, see “Item 5A.: Operating resultsResults – Total cash costs and total production costs”.

(3)

Average for the period.

Safety

Regrettably, in the Continental Africa Region, there were five fatalities in 2012 (2011: 3), at Obuasi (2) and Iduapriem (1) in Ghana, at Geita (1) in Tanzania and at Mongbwalu (1) in the DRC. The all injury frequency rate for the region improved to 2.26 per million hours worked in 2012 from 3.03 in 2011. Full investigations into the fatal accidents have been conducted and steps taken to mitigate their re-occurrence.

Production

Combined gold production from these operations decreased to 1.52 million ounces in 2012 (2011: 1.57 million ounces), equivalent to 39 percent of group production. The most significant contributors to the region’s production were Geita (35 percent), Obuasi (18 percent), Siguiri (16 percent) and Iduapriem (12 percent).

Total cash costs rose by 21 percent to $911 per ounce, (2011: $752 per ounce), largely as a result of poor performance at Obuasi, where the development contractor was replaced during the fourth quarter; and rising costs at Sadiola, where recoveries have suffered as mining moves from oxide to sulfide ore.

Capital expenditure

Total capital expenditure for the region was $712 million (2011: $418 million), an increase of 70 percent. The bulk of this was spent at Obuasi ($185 million) and Kibali ($263 million).

People

The region employed an average of 16,621 people in 2012 (2011: 16,539 people) made up of 10,014 (60 percent) permanent employees and 6,607 (40 percent) contractors. The average level of productivity for the region was 10.97 ounce per total employees costed, with productivity the highest at Morila (35.72 ounces per total employees costed) and Geita (19.20 ounces per total employees costed) mines.

Environment

One of the most significant challenges in this region in recent years has been the management of water, particularly in respect of legacy issues. The completion of a new tailings dam at Iduapriem and commissioning of two water treatment plants at Obuasi in Ghana have significantly improved water management, and enabled the mine to comply with permitting frameworks.

Ore Reserve

The total attributable Continental Africa Region Ore Reserve is 27.60 million ounces (2011: 28.02 million ounces). This amounts to 37 percent of the group’s Ore Reserve.

Growth

Work on a decline access to reach a number of active mining blocks is currently expected to start in 2013 and should start delivering production within about 12 months. In addition, investigations have begun into a new surface decline down to the 50 level to access Obuasi Deeps. Open-pit mining has already started at the Sibi pit. Again some economies of scale are expected from the use of the existing tailings storage facility (TSF), which is stable and has adequate capacity up to 2018.

The Sadiola Sulphide Project (SSP) was delayed by the coup in Mali during the year. Critical to its progress was the conclusion of a power purchase agreement in November. The SSP is designed to provide the operation with access to deeper more conformable sulfide material and will also absorb some skills and expertise from the Yatela operation, as it reaches the end of its life.

AUSTRALASIA

LOGO

    Gold production
(000oz)
   

Average number of  

employees  

 

  Operations

    

  1.   Australia

    

        Sunrise Dam

   258     494    

AngloGold Ashanti’s Australaisian assets comprise the wholly owned Sunrise Dam and the 70 percent-owned Tropicana Gold Project which was under construction during 2012.

Australasia - Key Statistics

    Unit  2012  2011  2010  

  Operation

        

  Tonnes treated/milled

  Mt  3.4  3.6  3.6  

  Pay limit

  oz/t  0.08  0.10  0.14  
  g/t  2.42  3.00  4.32  

  Recovered grade

  oz/t  0.070  0.063  0.099  
  g/t  2.39  2.16  3.40  

  Gold production

  000oz  258  246  396  

  Total cash costs(1)

  $/oz  1,178  1,362  692  

  Total production costs(1)

  $/oz  1,310  1,528  773  

  Capital expenditure (including Tropicana)

  $m  355  102  40  

  Safety

        

  Number of fatalities

        –  

  AIFR (including Tropicana)

  Per million hours worked  6.33  18.11  13.10  

  People

        

  Average no of employees: Total

    494  509  494  

Permanent employees

    110  101  93  

Contractors

     384  408  401  

(1)

Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures, see “Item 5A – Operating Results – Total cash costs and total production costs”.

Safety and health

Safety performance continued to be an area of focus with no fatalities reported. The AIFR improved to 6.33 per million hours worked (2011:18.11).

Production

Production from Australasia rose by 5 percent to 258,000 ounces in 2012 as operations at Sunrise Dam recovered from flood-related disruption (excessive rainfall, pit flooding and pit-wall failure) the previous year. Total cash costs decreased by 14 percent to $1,178 per ounce (2011: $1,362 per ounce) as volumes rose. An insurance payout of A$30 million related to the 2011 pit wall failure was offset against cash costs in 2012. Cash costs during the year were also positively impacted by improved grades from the North Wall Cutback area of the pit. The region contributed 6 percent to group production in 2012.

Capital expenditure

Total capital expenditure at Sunrise Dam was $35 million. This amount excludes expenditure at Tropicana of $315 million.

People

A total of 494 people (2011: 509 people), 110 (22 percent) permanent employees and 384 contractors (78 percent) were employed at Sunrise Dam in 2012. Productivity continued to be high, reporting 43.46 ounces per total employees costed in 2012 (2011: 38.93 ounces per total employees costed), the highest level in the group.

Skills shortages remain an area of concern in the region and are a driver of high employee turnover and costs. Efforts have been made to extend employment to local indigenous people and the community engagement team works closely with the human resources department to generate training and employment opportunities, address employee retention, mentor and support, and to provide supervision and leadership.

Environment

Energy is becoming a challenging global factor and Sunrise Dam is participating in a regional plan to integrate renewable energy sources such as gas, wind, solar thermal, biomass and solar panels, thereby reducing its reliance on non-renewable energy and lessening AngloGold Ashanti’s carbon footprint. Australia has taken a firm stance on environmental legislation and has imposed stricter emission limits and carbon pricing mechanisms. The Clean Energy Future Scheme, which came into effect from July 2012, introduced a carbon pricing scheme to regulate carbon emissions. AngloGold Ashanti will be required to pay A$23 per tonne of CO2 generated. This is due to increase by A$2.5 per tonne annually until 2015, from when it will be controlled by a market trading scheme. AngloGold Ashanti is actively engaging with the Australian government on the balancing of profitable business practices with responsible environmental strategies to overcome these adverse factors.

Ore reserve

At the end of 2012, the total attributable Ore Reserve for the Australasia Region was 3.92 million ounces (2011: 4.26 million ounces). This makes up around 5 percent of the group’s Ore Reserve.

Growth

Attributable production for the region will increase by the end of 2013 as Tropicana comes on stream. Mining of the Crown Pillar from the base of the Sunrise Dam pit will contribute high- grade ore to mill feed as the operation focuses on lifting underground ore production rates over 2 million tonnes per annum. Brownfields drilling at Sunrise Dam is targeting extensions to the Vogue discovery located below the currently mined Cosmo and adjacent Dolly underground domains. Vogue remains open along strike and at depth and offers an opportunity for either extensive bulk or selective mining close to existing underground mine infrastructure. At Tropicana a prefeasibility study to examine the potential open pit and underground development options at Havana Deeps is expected to be completed in the second half of 2013. At this time the Ore Reserve for the mine will be updated.

THE AMERICAS

LOGO

The Americas is an important growth area for AngloGold Ashanti with operations in Argentina, Brazil and the United States.

 

 
   Gold production
(000oz)
   Average number of  
employees  
 

 

 

  Operations

    

  1.    Argentina

    

         Cerro Vanguardia

   219     1,884    

 

 

  2.    Brazil

    

         AGA Mineração

   388     4,239    

         Serra Grande

   98     1,081    

 

 

  3.    United States

    

         Cripple Creek & Victor

   247     692    

 

 

Americas - Key Statistics

    Unit       2012       2011       2010   

  Operation

              

  Tonnes treated/milled

   Mt       25.7       23.6       23.8    

  Pay limit

   oz/t       0.024       0.026       0.025    
   g/t       0.822       0.891       0.843    

  Recovered grade

   oz/t       0.034       0.034       0.034    
   g/t       1.16       1.15       1.17    

  Gold production

   000oz       952       891       842    

  Total cash costs(1)

   $/oz       759       601       501    

  Total production costs(1)

   $/oz       1,017       841       707    

  Capital expenditure

   $m        382        452        309    

  Safety

              

  Number of fatalities

       1       2       –    

  AIFR

   Per million hours worked        4.34        6.33        5.66    

  People

              

  Average no of employees: Total

       7,896       7,389       6,582    

  Permanent employees

       5,509       5,273       4,737    

  Contractors

           2,387        2,116        1,845    

(1)

Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures, see “Item 5A – Operating Results – Total cash costs and total production costs”.

Safety and health

Regrettably, there was a fatal accident at the Cerro Vanguardia mine in January 2012, the first fatal accident at the mine since July 2002. The all injury frequency rate for the region improved to 4.34 per million hours worked.

Production

Combined production from the operations in this region increased by 7 percent to 952,000 ounces (2011: 891,000 ounces) in 2011. These operations now contribute about 24 percent towards group production (2011: 21 percent).

The increase in total cash costs was largely a result of inflationary effects in all countries, especially Argentina; lower by-product credits in Argentina and Brazil; higher costs for equipment maintenance and some contract and technical services in Argentina and the United States; and higher labor and operational development costs in Brazil. The Americas Region had the lowest regional cost within AngloGold Ashanti with CC&V ($640 per ounce) and Cerro Vanguardia ($644 per ounce) being the lowest and third lowest, respectively, of all group operations.

Capital expenditure

Capital expenditure was largely invested in the implementation of various projects such as the Córrego do Sítio Sulphide project in Brazil (14 percent), the MLE/MLE2 projects in the United States (22 percent), and the heap leaching project in Argentina (5 percent). Other mine development in Argentina and Brazil (19 percent), and other capital expenditure (38 percent) complete the balance of the capital investments in the region.

People

An average of 7,896 people in total were employed in the region during the year, 7 percent more than the 7,389 people employed in 2011. This number was made up of 5,509 (70 percent) permanent employees and 2,387 (30 percent) contractors. This figure excludes the more than 1,200 people employed in Colombia and at the greenfield operations in the region. The Americas Region employs around 12 percent of group employees.

Productivity at these operations is relatively high, at 17.47 ounces per total employees costed in 2012 (2011: 20.70 ounces per total employees costed).

Environment

AGA Mineração won the Environmental Management Award presented by the state of Minas Gerais. Severe drought again had a significant impact on production at CC&V during the year.

Ore reserve

At the end of 2012, the total attributable Ore Reserve for the Americas Region, was 11.01 million ounces (2011: 10.89 million ounces). This makes up around 15 percent of the group’s Ore Reserve.

Growth

Plans are under way to increase production from the Americas Region. At the Brazilian operations, the Córregio do Sítio sulfide project at AGA Mineração is scheduled to reach full production in 2013, with optimization programs to be introduced at the Cuiabá and Lamego operations. In the United States at CC&V, following approval of the second mine life extension project, development has begun.

REVIEW OF PROJECTS

LOGO

In addition to the Mponeng Below 120 project and the Zaaiplaats project in Moab Khotsong, both the South Africa, other growth projects not yet in production are:

Projects

Continental Africa: Democratic Republic of the Congo (DRC)

1

Kibali

2

PerformanceMongbwalu

Australasia: Australia

3

Obuasi achieved its production targets in 2011, despite facing significant operating challenges. This achievement followed focused intervention from the multi-disciplinary taskforce appointed to effect the turnaround of the operation. Additional planning, design and scheduling of work is required to further improve operational performance. Ore Reserve development improved in 2011. Nevertheless, the ability of the mine to adapt to changing circumstances remains a key challenge for this operation. Underground tonnages came in at 1.84 million tonnes (2010: 1.80 million tonnes).Tropicana

Production declined by just over 1 percent, as planned, to 313,000 ounces as the taskforce worked at formulating a strategy to realize the full potential for the Obuasi operations. The south treatment plant was stopped for a total of 51 milling hours in October 2011, due to water levels on the south tailings storage facility.

Gains in efficiencies and volumes failed to translate into improved total cash costs, which were 13 percent higher year-on-year at $859 per ounce. The higher costs reflected the effects of lower grades and increases in the price of steel, oil, fuel and other consumables.

Growth and improvement

Americas: Colombia

4

The Obuasi taskforce has made good progress in putting measures in place to effect a turnaround at the operation. A 12-hour shift was introduced and fully rolled out at all underground and processing functions to provide more productive time at work. The BPF component of Project ONE has been fully rolled out in mining, processing and transport.Gramalote

5

A development contract is currently being finalized with the existing contractor, under a new framework and structure, and new equipment for development was purchased and is ready for use. Ageing infrastructure at the mine and plant is being repaired or replaced where necessary.La Colosa

Although there is some indication of higher costs initially on implementation of the BPF, trends indicate that appropriate maintenance should result in cost reductions and improved performance of the mining fleet and infrastructure. In the medium term, this should have a positive impact on mining flexibility and lead to increased throughput and higher production.

Underground drilling to explore the Obuasi Deeps below 50 level and the southern extensions of the current mining areas above 50 level continued in the year.

Safety

Regrettably, three contractor employees lost their lives in occupational accidents during 2011 at Obuasi mine. The Obuasi management team conducted investigations into the circumstances that contributed to these incidents. Measures have been put in place to help ensure that such incidents are not repeated.

Continental Africa: Kibali, DRC

Description

The Kibali greenfields project is currently in the development and construction phase, after receiving board approval in May 2012. Pre-development work began in early 2011 and first gold production is anticipated in late 2013. The Kibali mine will comprise an integrated open-pit and underground mining operation, feeding a larger 6 million tonnes per annum processing plant which will include a full flotation section for treating sulfide ore. The complex will ultimately be supplied by four hydropower stations supported by thermal power during low rainfall periods and as back-up. The development and construction of Kibali has been divided into two phases:

Phase 1 includes the initial open-pit operations, metallurgical plant, the first phase of the tailings storage facility, the first of the hydropower stations, the back-up power plant and all shared infrastructure.

Phase 2 extends over the entire four-year period, and focuses mainly on the development of the underground mine, including a twin decline and vertical shaft system.

Location

Kibali lies in the northeastern area of the DRC, adjacent to the town of Doko, a staging point for the project and some 9 kilometers from the town of Watsa and 180 kilometers by road from Arua, on the Ugandan border.

Ownership structure

Joint venture between AngloGold Ashanti (45 percent), Randgold Resources Limited (45 percent) with Société des Mines d’Or de Kilo-Moto (SOKIMO), a state-owned gold company owning the balance. Randgold Resources is the operator and project manager.

Kibali – performance in 2012

Safety and health

Lost-time injuries are receiving continued focus with continuous safety training and awareness initiatives in place. A transport management plan has been implemented to address vehicle safety, speeding and dust suppression. The Congolese Safety Officers will be utilized to help monitor and enforce vehicle safety.

Malaria incidence remains high, with 2,951 cases reported for the project to date. The Malaria Vector Control program has been updated to include bush clearing and bi-monthly spraying of all accommodation and work sites. A medical outpost facility has been established and is operating at the remote Nzoro camp.

Mining and processing developments

2012 was key in the development of Kibali, and was marked by a significant ramp- up in construction activity. Mining in the open-pit began in July 2012 and the boxcut for the project’s underground twin-decline section is nearing completion. The mill and hydro-turbine manufacture is complete. The development of twin-declines and the sinking of the vertical shaft for the underground mine is tracking behind schedule, while the additional open-cut satellite ore source potential could offset the risk of delays. Two 7 megawatt mills were delivered to the Kibali mine in November 2012. In parallel with the construction of the metallurgical plant which began in August 2012, construction of the steelwork for the CIL plant and the primary crusher and conveyor facilities is progressing. Additional earthwork capability has been mobilized to address delays in site establishment. Capital expenditure was $263 million (45 percent attributable) during the year and increased significantly in the fourth quarter with the start of decline activities and mobilization of the shaft and metallurgical infrastructure.

Exploration developments

Grade control drilling program continued during the year at the KCD deposit, with 91,734 meters completed. Drilling results confirmed areas of high grade shoots.

Continental Africa: Mongbwalu, DRC

Description

Preparatory work at this greenfield project has been completed. Belgian mining companies operated on a relatively small scale in the area for about 50 years before leaving in 1961, while SOKIMO began mining in 1966. The venture held 18 mining licenses which was reduced to 15 licenses totalling 3,784km² after the retrocession to SOKIMO of a total of 1,823km². The Akwé Exploration Licence (399km²) is being transferred to Ashanti Goldfields Kilo (AGK). The initial project will be designed and built with a view to increasing its size as the aggressive regional exploration program identifies new sources of ore. Further exploration was authorized in early 2013 along with a study to optimize the Mongbwalu project.

Location

Located in northeastern DRC, near to the town of Bunia and to the southeast of the group’s Kibali joint venture project. The concession area is in the highly prospective Kilo gold belt.

Ownership structure

Operated by AGK, a joint venture between AngloGold Ashanti Limited (86.22 percent) and SOKIMO, a state-owned gold mining company.

Mongbwalu – performance in 2012

Safety and health

Safety remains an area of concern and the development of a safety culture is an important area of focus. Among the initiatives undertaken during the year were: daily toolbox talks; inspections; weekly focus topics; helicopter hoist training; hazard and risk management training; gap analysis of all company and contractor vehicles; intermediate incident investigation program; vehicle driving training; and a fit-for-work medical examination process was put in place for all employees and all contractors.

A contractor lost his life, following an incident during 2012.

Indoor residual spraying to combat malaria was started in the camps in July 2012. The Malaria Vector Control program has been updated to include bush clearing and bi-monthly spraying of all accommodation and work sites, and may be extended to communities within the project target area.

Exploration progress and developments

The drilling program has confirmed the prospectivity in the region. Several intersections were encountered with gold grades of more than 7 grams per tonne and four deposits identified within two to three kilometers of the proposed mine. Further drilling is required to ascertain the extent of the orebody and the best means of accessing it. Common plant and infrastructure for a second operation could demonstrate the economies of scale which could precipitate a more profitable operation than was originally planned.

A novel development on site has been the application of portable drill rigs, transported across the concession by helicopter. In terms of environmental impact, this is a positive development, reducing the need for access roads and their rehabilitation, while also improving the effectiveness of the drill rigs, with more meters drilled per rig. Given the topography of the area, along with the dense vegetation, this practice has rendered the area far more accessible than conventional methods.

Australasia: Tropicana, Australia

Description

The Tropicana project is at an advanced stage of construction and development. Mining operations will be conducted from open pit mining of the Tropicana and Havanna deposits while surface infrastructure includes a processing plant, accommodation facilities and telecommunications services. The group’s exploration program in the area is vast, covering 13,500km2 along a strike length of 600 kilometers.

Location

Situated in the highly prospective Western Australia, the Tropicana project lies some 330 kilometers north north-east of Kalgoorlie and is 200 kilometers east of Sunrise Dam.

Ownership structure

70 percent owned by AngloGold Ashanti, with the balance held by joint venture partner in the project, Independence Group NL.

Tropicana – performance in 2012

Safety and health

AIFR at Tropicana further improved to 3.03 per million hours worked in 2012 from 5.55 in 2011. The high lost-time injury frequency rate (LTIFR) incidence in the production area remains a concern and an area of focus in spite of the improvement for the year, with the LTIFR reducing from 5.31 in 2011 to 1.01 in 2012. Further concerted effort is needed in this area to achieve the group’s safety strategy and AIFR objective of less than nine per million hours worked. Continuous safety training and awareness initiatives are in place to drive the required high safety standards throughout the project.

Mining and processing developments

The Tropicana gold project progressed well during 2012, despite external challenges from the competitive construction sector in Western Australia and the pressure this placed on skills. The 220 kilometers-long site access road to site was completed in the first half of the year, as was the sealing and approval for the airstrip. This was followed later in the year by completion of the village. The power station contract was also awarded. The mining contractor was mobilized on site and mining started early in the second half of the year. By the end of the year, all remaining tender contracts had been awarded, all within capital forecast estimates. Capital expenditure was $315 million during the year.

Americas: Gramalote, Colombia

Description

This advanced exploration project is expected to be the first major gold mine development in Colombia, and the group’s first operating gold mine there.

Location

110 kilometers northeast of Medellin in the municipality of San Roque, in the department of Antioquia.

Ownership structure

Joint venture between AngloGold Ashanti (51 percent) and Vancouver-based B2Gold Corporation (49 percent).

Gramalote – performance in 2012

Safety and health

There was a significant improvement in safety performance at Gramalote with the implementation of an array of strategies focused on safe work practices. An AIFR was recorded of 5.65 per million hours worked, a dramatic improvement on the AIFR of 16.14 recorded in 2011. The development of occupational health surveillance systems in Colombia was undertaken in the fourth quarter of 2011.

Mining and processing development

The project prefeasibility study was concluded in the fourth quarter of 2012. While the results of this work demonstrated the social, environment and technical viability of the project, several identified optimizations regarding capital and operating aspects of the project remain to be validated. Accordingly, the project team launched an enhanced engineering phase which continues to validate project enhancement opportunities.

Exploration progress and developments

A total of 23,000 meters of drilling has been completed. This has focused on geotechnical, condemnation and resource conversion. The exploration potential in the district is likely high, with a large tenement position that has only been explored in less than 10 percent of its area. CGL is advancing a comprehensive exploration program led by geophysical and geochemical surveys to assist on defining exploration targets that is expected to confirm the mining district (and project) estimated endowment.

Americas: La Colosa, Colombia

Description

La Colosa, which lies in steep terrain in Colombia’s central Cordillera region, is the largest greenfield discovery made by AngloGold Ashanti. The project is at the prefeasibility stage, currently evaluating alternative mining methods, plant locations and related infrastructure. The drilling program is progressing to define the size and extent of the Mineral Resource that has not been constrained in the northwest and is partially open at depth.

Location

14 kilometers west of the town of Cajamarca, in the department of Tolima.

Ownership structure

Exploration rights wholly held by AngloGold Ashanti.

La Colosa – performance in 2012

Safety and health

There was an improvement in safety performance, with the AIFR declining to 4.19 in 2012 from 19.33 in 2011. Continuous training and leadership involvement will be required to maintain and improve on this success. A health baseline study has been initiated with the goal of ensuring that data is available to design and submit a solid health impact assessment to the authorities, within an environmental impact analysis.

Mining and processing developments

Technical work has been undertaken to collect and analyze the information required for pit optimization, geotechnical and hydrogeological studies. The results are being used for pit design, pit slope stability, risk analysis, and capital and operational expenditure estimates. Trade-off studies of mining methods are in progress and extensive metallurgical test work was conducted in 2012. Comminution test work included tests for high pressure grinding rolls (HPGRs) and semi-autogenous (SAG) grinding. An economic evaluation of HPGR versus SAG milling was completed and indicated the favoured route to be conventional SAG/ball milling. Recovery test work included tests for gravity separation, whole ore leaching and flotation/concentrate leaching. An economic trade-off study indicated the preferred flow sheet to be whole ore leaching, with limited benefits of gravity separation. The process engineering phase started in the fourth quarter of 2012.

Developments during the year

Project efforts in 2012 continued to be driven by expansion of the Mineral Resource coupled with on-going efforts to address key social issues within the various stakeholder groups. Key decisions related to ore transportation and the relocation of infrastructure facilities out of the forest reserve area have dramatically changed the definition of the project’s direct and indirect area of influence, and the scope of the environmental and social studies. Additional trade-off studies were necessary to optimize estimates of capital and operating expenditure.

Technical evaluations also continued with the collection and analysis of geotechnical and hydrogeological information required for mine definition, trade-off studies on mining methods and alternatives, metallurgical test work and process definition, and infrastructure design.

GLOBAL EXPLORATION

LOGO

GREENFIELDS EXPLORATION

AngloGold Ashanti holds a total of 69,565km2 of greenfield tenements over which exploration activities are undertaken through joint ventures, strategic alliances or as wholly-owned ground holdings.

During 2012, exploration activities were conducted in 14 countries with over 364,994 meters of diamond, reverse circulation and aircore drilling completed, compared to 213,441 meters in 2011. Drilling programs aimed to test new high-priority targets in Australia, Brazil, Tanzania, the DRC and the Solomon Islands, and continued to delineate existing discoveries in Guinea, Egypt and Colombia.

In the Americas, the principal area of focus has been to advance exploration on a number of key projects in Colombia, including an advanced-stage diamond drill campaign at the Nuevo Chaquiro target, Quebradona project (AngloGold Ashanti/B2Gold joint venture). The Nuevo Chaquiro target is a newly identified porphyry-related, copper-gold mineralized system located within the Western Cordillera of Colombia.

In 2012, about 20,700 meters of diamond drilling has tested this porphyry copper and gold mineralized stockwork zone. Long intersections of copper mineralization with gold credits indicate good continuity within the zone and it has been intersected at depths from about 400 meters to over 900 meters below surface.

In Brazil, a joint venture was signed with Graben Mineração to explore its tenement holding in the highly prospective Juruena Belt while generative work continued in Argentina and the United States.

In sub-Saharan Africa, drilling continued to delineate significant mineralization at the Saraya and Kounkoun prospects, both located within 50 kilometers of the Siguiri mine in Guinea. At the Saraya prospect 9,230 meters was drilled to infill and define the extensions of the mineralized zone from which ore-grade mineralization was intersected in several holes. The zone has now been delineated over 1,300 meters in strike and from surface to 200 meters in depth. At Kounkoun about 56,000 meters was drilled with numerous shallow oxide ore-grade gold intersections indicating further good potential. In the DRC and Tanzania, preliminary diamond drill testing of coincident gold-in-soil and geophysical anomalies was completed.

In the Middle East and North Africa, exploration is conducted through a regional strategic alliance with Dubai-based Thani Investments. The alliance has made significant progress in advancing its Hutite orogenic gold discovery in Egypt and has also made further discoveries such as the Pandora epithermal system, in partnership with Stratex International, in Djibouti. Early stage exploration activities continued in both Ethiopia and Eritrea while project generation activities continued in Saudi Arabia where a number of tenement applications have been made.

In the Solomon Islands, the joint venture with XDM Resources Limited has been expanded to include additional projects within the prospective New Georgia Belt, consolidating the island chain. Exploration is now focused on the discovery of large porphyry and epithermal gold deposits. Generative exploration activities were completed at Kele, Mase, Tirua and Paraso while diamond drilling was also completed at Kele, Tirua and Mase.

In Western Australia, the Tropicana joint venture continues to systematically explore the highly prospective Tropicana Belt through auger surface geochemical sampling and follow-up aircore, reverse circulation and diamond drilling. At the wholly owned Viking project, immediately southwest of the Tropicana JV, aircore and diamond drilling at the Beaker prospect has intercepted potentially significant gold mineralisation. In South Australia, diamond drill testing of conceptual iron oxide copper-gold (IOCG) targets was completed at the Coronation Bore prospect, in joint venture with Stellar Resources.

Brownfields exploration

South Africa

A total of 22 surface holes were drilled during the year, six at Moab Khotsong, three at Mponeng (WUDLs) and 12 shallower surface holes were completed to the west of Kopanang, while one is still currently being drilled.

At Moab Khotsong, borehole MGR8 continued advancing its long deflection to the north. It was stopped due to budgetary constraints in the last quarter, but the site was not rehabilitated as the hole will continue as soon as funding is available. The drilling of the long deflection to the south in MGR6 continued. MHH2 advanced to a depth of 2,880 meters and progress was delayed by a series of in-hole technical difficulties. Diamond drilling started at MCY6 and advanced the hole to 1,998 meters. A high speed drilling program started to confirm the structure in the center of the main Zaaiplaats block, borehole MMB6 progressed to 2,541 meters and borehole MMB7 advanced to 1,134 meters.

A new generation, high resolution 3-D seismic survey was completed over the Project Zaaiplaats Phase 3 area.

Three holes are currently being drilled on the WUDLs Mining Rights extension of Mponeng Mine. These holes are all targeting the Ventersdorp Contact Reef. All the holes experienced significant loss of drill fluids and required multiple grouting operations. UD51 by year end had reached a depth of 3,582 meters in the Klipriviersberg lavas. UD59 advanced to 2,446 meters in the Klipriviersberg lavas and UD60 drilled to 1,556 meters.

The drilling of a series of shallow surface holes (500 meters – 1,400 meters) to the west of Kopanang continued during the year. A total of six holes targeting the Ventersdorp Contact Reef and six holes targeting the Vaal Reef were completed during the year.

Argentina

At Cerro Vanguardia, the drilling programs for Mineral Resource expansion and exploration continued during the year. Follow up drilling for vein extensions along strike and at depth was able to expand mill ore. Exploration and Mineral Resource modeling were able to identify opportunities for material to be processed at the heap leach facility. Exploration activities and drilling were completed based on geophysical surveys and target identification studies conducted at the El Volcan project during the year.

Brazil

In the Iron Quadrangle, the Mineral Resource development drilling programs continued at the Cuiabá and Lamego mines with renewed emphasis on support to long-term planning and Mineral Resource definition. The surface drilling programs at the Córrego do Sítio project continued to expand the oxide Mineral Resource, while underground drilling at Córrego do Sítio focused on developing the Sangue do Boi sulfide Mineral Resource for production. Exploration work beyond the production centers included follow up underground drilling at Raposos. Regional exploration programs were conducted at the Pari and Morro da Gloria projects.

At Serra Grande, the second year of fast track exploration program was completed with additional expansion of the Mineral Resource. The program was focused on additions in the Pequizão, Mina Nova, Mina III and Structure NW/Cajueiro targets. Geophysical surveys and soil sampling campaigns continued to be useful methods for target identification in preparation for drilling programs at the Cajueiro, Structure NW and Boa Vista (Votorantim Metais JV) regional targets.

Colombia

Exploration in the Gramalote area was focused on infill drilling to support the update of the Mineral Resource estimation for the Gramalote Central deposit. Drilling programs were also conducted for nearby satellite targets at Monjas West, Trinidad, and El Limon. As part of the prefeasibility study, additional infrastructure and geotechnical drill holes were completed to support highwall design and condemnation drilling for the proposed plant site, waste rock, and tailings storage facilities.

At La Colosa, the Mineral Resource development drilling program continued with four drills operating through most of the year. The geological model was updated during the year to support a significant Mineral Resource addition that came through expansion of the deposit to the northwest and at depth. Other drilling continued as support for site characterization and infrastructure site selection studies.

United States

The Mineral Resource development drilling program continued during the year at CC&V. Work focused on infill drilling to improve the definition of material within the current mine designs that will feed the planned mill facility. Other drilling was directed toward identifying expansion opportunities for the current open pit operations through highwall cutbacks. Selective drilling was also conducted to test deeper targets below or adjacent to planned open pit designs that may provide additional mill feed material potential.

Tanzania

At Geita, Mineral Resource upgrade and extension drilling was completed at the Geita Hill, Nyankanga and Star & Comet operations. Limited pre-resource drilling programs were undertaken to test exploration targets. The infill drilling campaigns aimed at increasing the confidence level of the Mineral Resource base and to allow for Mineral Resource to Ore Reserve conversion. A total of 440 holes for 85,221 meters were completed, with 67,738 samples submitted for gold assay.

As a result of this extensive drilling campaign, positive analytical results were received for holes drilled at Nyankanga Cut 7 OP, Geita Hill East and West, Star & Comet – Ridge 8 Gap, Ridge 8, Nyankanga Block 1 & 2, Kukuluma, Matandani and Area 3 West areas. However, poor analytical results were received for the Geita Hill Waste Dump sterilization program.

Drilling of down-dip extensions outside of the existing Nyankanga pit shell continue to support and extend underground potential at Geita.

Pit-scale structural mapping was completed at Nyankanga, Geita Hill and Star & Comet. This detailed mapping has provided resolution to the understanding of the geological model over the respective areas. Induced polarization (IP), gravity and electromagnetic geophysical surveys were also undertaken during the year and assisted with target generation.

Guinea

At Siguiri, exploration activities focused on the Block 1 license area with a total of 144,908 meters drilled during the year. Infill Mineral Resource drilling of 86,552 meters took place along the main northsouth trending Siguiri mineralized area, as well as an aggressive reconnaissance drilling program of 34,145 meters over soil anomalies and structural targets.

Significant drilling activities took place in the Sintroko-Sokunu, Tailings Facility, Silakoro, Kami- Kossise-Kozan, Sanu Tinti-Eureka-Kalamagna, Balato, and Kintinian areas. Fresh rock drilling centred on the hard rock mineralization potential below the pits of Kami NE, Kozan South, Kalamagna Pit 1, Sanu Tinti and Bidini and confirms the continuation of the mineralized ore zones below the oxide- fresh rock interface. In total, 8,824 meters were drilled for fresh rock exploration purposes.

The target generation program in Block 1 continued to center on IP surveys over selected soil geochemical and structural target areas. IP surveys were completed at Silakoro, Sintroko South and Komatiguiya. Gravity surveys were also completed over Silakoro and Sintroko South target areas. No surface geochemical soil sampling took place.

Ghana

At Obuasi, a total of 12,169 meters was drilled, with 4,805 meters from underground exploration and 7,364 meters from surface exploration activities. Surface exploration focused on the Rusty Monkey target, with 16 holes completed for a total of 5,659 meters.

Underground exploration continued to focus on the BSVS project area below 50 Level, with drilling designed to upgrade the existing Mineral Resource and test the down dip extensions of quartz and sulfide mineralization hosted within the carbonaceous and graphitic shear zones present in the area below Block 10 to -1390RL. Above 50 Level, drilling also commenced in Sansu 3 area during November to upgrade the Mineral Resource in Red Zone 9 area.

Field mapping and sampling to generate drill targets and enhance and refine geological understanding continued throughout the year.

A total of 13,227 meters of drilling was completed at Iduapriem. The focus was on Mineral Resource conversion drilling to facilitate the on-going Iduapriem expansion study, specifically at Block 3W and Blocks 7 and 8. A sterilization drilling program of 3,084 meters was carried out at the proposed location of the Ajopa waste dump from August to October 2012.

The geological modelling of Blocks 1, 2, 3, 3W, 4 and 5 to investigate the potential underground extraction of mineralization below the open pittable Mineral Resource has been completed.

DRC

At Mongbwalu, a total of 30,000 meters of brownfield exploration drilling was carried out. Drilling focused on infill Mineral Resource drilling within the main Adidi-Mongbwalu Mine area. Sterilization drilling was undertaken over both the portal, plant and camp areas. Additionally, over 18,000 meters of greenfield drilling was completed in the year under review. Limited reconnaissance drilling was completed in the Adidi North and Tchangaboli areas.

Total diamond drilling at Kibali was 18,000 meters. At the KCD deposit, a data review identified an area at the down plunge termination of the 5000 lode stope designs that has potential for Mineral Resource conversion and extension. Results to date are encouraging and compare positively with the current interpolated block model values; however, a potential loss was identified in the 3000 lode with some intersections lower than those predicted by the block model. The KCD deposit remains open down plunge and there are further opportunities for the conversion of Inferred Mineral Resource, most notably in the 9000 lode.

Within a 10 kilometer radius of the main Sessenge-KCD deposit, there are a number of satellite deposits which are considered to have significant upside, either having very limited drilling or drilling only to relatively shallow depths. Kombokolo, Gorumbwa, Pakaka, Agbarabo and Mengu Hill are priority targets which form part of the endowment development plan for near mine site targets.

At Gorumbwa, drilling results confirmed the current model and further defined the depletion of underground Mineral Resource by historic mining activities. The drilling has the potential to allow for the conversion of a significant proportion of the current Mineral Resource into Ore Reserve and suggests further open pit potential.

At Mengu Village and Mengu Hill, an 18-hole shallow pitting program was designed and completed in November to test for the up-plunge continuation of mineralization beyond available drill data. Results received to date have confirmed the presence of a significant mineralized system.

Mali

A total of 119,554 meters of reverse circulation (RC) and diamond drilling were completed at Sadiola and Yatela.

At Sadiola, 48,490 meters of RC drilling was concentrated at Tambali, FE Gap, S12, Sadiola NE and the sub-laterite targets of Mandakoto and Sekokoto. Diamond drilling of the deep sulfide targets below the Sadiola Sulphide Project was conducted. Further core drilling focused on sulfide exploration below FE 3 and 4 and Tambali pits and follow-up drilling for geology and structural interpretation at Tabakoto and S12. Sterilization drilling of 9,854 meters was successfully conducted at Tambali and over the proposed TSF and SSP infrastructure.

The S12 target at Sadiola, west of the FE3 pits, was one of the most prospective areas drilled during the year. Good results have been returned from both oxide and shallow sulfide intersections, with further drilling planned. Follow up drilling at Mandakoto confirmed the extension of northeast-southwest mineralization. At Tambali, drilling around the planned pit areas indicates the potential for extension of the current oxide Mineral Resource and sulfide potential at depth.

Exploration at Yatela consisted of 59,192 meters RC drilling at Yatela NE, KW18, Alamoutala, Yatela Diorite, Badji and Yiri. Diamond drilling totaled 2,608 meters. Approximately 11 percent of the RC drilling was conducted over proposed waste dump areas for sterilization purposes.

An IP geophysical survey at Sadiola-Yatela commenced in June and has been partially completed, with some delays experienced due to logistical factors and weather. Hyperspectral core imaging of 93,000 meters of core was completed and will provide alteration based vectors for exploration targeting and predictive metallurgy.

A comprehensive termite mound sampling program was undertaken over the entire Sadiola concession during 2012. The program has been successful in highlighting prospective areas on the lease along the FE trend and northeast extensions of the Sadiola mineralization. Termite mound sampling was also started at Yatela and will continue next year. Portable XRF analysis of all termite mound samples is ongoing to provide multi-element data and identify potential pathfinder elements for target generation.

A three-year research program by the Centre for Exploration Targeting (CET) from the University of Western Australia commenced in early 2012. The objective of this project is to review and enhance the geological understanding of the Sadiola-Yatela deposit. This will inform further exploration programs within the area.

Namibia

At Navachab, 23,741 meters of drilling was completed over several areas, with the emphasis on the expansion project, Main Pit down-plunge extension area, and the Okahandja targets.

Drilling of the expansion project consisted of 7,105 meters diamond drilling for Mineral Resource upgrades and 4,846 meters RC drilling, mainly for sterilization purposes, over the waste dump area. A total of 7,495 meters of diamond drilling was completed in the lower schist down-plunge target at the Main Pit.

Off-mine exploration focused on the Okahandja target area, with 2,127 meters of drilling to test the geophysical and soil geochemical targets generated at Agagia. Soil geochemical sampling was conducted at the Cox Montis target.

Australia

At Tropicana, a revised Mineral Resource estimate was prepared. Open Pit Resources are now reported within an A$1,500 per ounce pit shell. The study will consider the trade-off between open pit and underground mining options and will provide recommendations as to the optimal mining approach. Study work has commenced with metallurgical testing underway and a mining and geotechnical review.

Drilling of 38,336 meters for the Havana Deeps prefeasibility study was completed during the year while 14,221 meters of drilling of near-mine targets continued during the year. Drilling completed on the Havana-Tropicana trend, the Springbok/Hat Trick area and Boston Shaker.

Exploration at Sunrise Dam focused on growing the Mineral Resource base so that Sunrise Dam has the platform from which it can deliver its business plan each year. This was achieved through the specific work that includes:

in-mine exploration (35,739 meters), which extends the known Mineral Resource in areas proximal to existing development; and

near-mine exploration, which determines an understanding of the potential for Sunrise Dam, through specific geological characterization, and explores the areas around the mine and within enveloping tenure of 2,932 meters. This forms part of the mine life expansion project of 47,569 meters and includes the Vogue Mineral Resource of 28,897 meters.

A total of 115,137 meters was drilled in 420 drill holes. Drilling (66 percent) focused on deep extensions and longer-term Mineral Resource growth of the Vogue, Carey Shear and Astro-Sunrise Shear Lodes, whilst 33 percent of the drilling focused on in-mine exploration and mineral resource extension.

ANGLOGOLD ASHANTI / DE BEERS JOINT VENTURE

In South African Sea Areas (SASA), a drilling program was concluded in February with a total of 87 boreholes drilled. All but 3.5 percent of samples taken over the 260 x 60 kilometers exploration area contained gold. This suggests that the exploration is taking place within a significant gold province but that this search now needs to be narrowed down geologically to target areas of higher potential.

A full review of all data collected to date was conducted by the joint venture around mid-year and a number of work flows were identified for completion prior to a further review.

In Nome, the environmental baseline studies field work was successfully completed and the first draft report issued. Side scan sonar, swath bathymetry and 2D seismics survey were completed (3,997 line kilometers). Interpretation of the geophysical data has been completed and an initial geophysical model developed.

A ship-based sonic core drilling campaign was completed during the summer season and 454 meters of core retrieved. This core was transported to Cape Town where initial logging and sampling has started. A conceptual economic study was completed and indicated that a positive business case was possible.

4C.

Good strides were made with employee safety and occupational health, with the Continental Africa region safety strategy being implemented and 22 safety standards executed. The emphasis has been on the creation and communication of a deliverable vision for fatality elimination by identifying and increasing the focus on high-potential near-fatal events. Through training and awareness creation, there has been an attempt at reinforcing safe behavior, and the AIFR for the year was 2.37, an improvement of 17 percent on the previous year. This was bolstered also by the employee engagement process aimed at improving communication and performance, which was rolled out in phases during 2011.ORGANIZATIONAL STRUCTURE

GROUP STRUCTURE

AngloGold Ashanti’s operations are divided into the following regions:

South Africa – operations in Vaal River and West Wits;

Continental Africa – operations in Ghana, Guinea, Namibia and Tanzania and joint venture operations in the DRC and Mali;

Australasia – operation in Australia; and

Americas – operations in Argentina, Brazil and the United States.

The above four regions also correspond to AngloGold Ashanti’s four business segments.

Management of the group is entrusted to AngloGold Ashanti’s executive committee which is chaired by the Chief Executive Officer. See “Item 6.: Directors, executive management and employees”.

Support is provided to the executive committee in managing AngloGold Ashanti’s corporate activities at both the central and local levels. Activities managed centrally include strategic and business planning, marketing, corporate finance, treasury, exploration, technology and innovation, corporate secretarial and corporate affairs. Specialized services directed from the center but managed by local operations include mining, engineering, metallurgy, mineral resource management, safety and health, the environment and human resources.

SUBSIDIARIES

AngloGold Ashanti has investments in principal subsidiaries and joint venture interests, see “Item 19.: Exhibits – Exhibit 19.8 List of AngloGold Ashanti Limited subsidiaries” for details.

The OHSAS 18001 certification was successfully completed during January 2012, and an ISO 14001 recertification audit will be held in 2012.
4D.

PROPERTY, PLANTS AND EQUIPMENT

AngloGold Ashanti’s operating mines are all accessible by road.

SOUTH AFRICA - GEOLOGY

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

Gold occurs in laterally extensive quartz pebble conglomerate horizons or reefs, generally less than two meters thick, which are widely considered to represent laterally extensive braided fluvial deposits. Separate fan systems were developed at different entry points and these are preserved as distinct goldfields. The most fundamental control to the gold distribution in the Basin remains the sedimentary features, such as facies variations and channel directions. Gold generally occurs in native form often associated with pyrite and carbon, with quartz being the main gangue mineral.

Operations in the South Africa region are powered by electricity from Eskom Holdings Limited which supplies 95 percent of the electricity used in South Africa.

Vaal River operations

Description

The Vaal River operations consist of Great Noligwa, Kopanang, Moab Khotsong as well as surface operations.

Geology

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

The Vaal Reef contains approximately 85 percent of the reserve tonnage with mining grades between 10 and 20g/t and comprises a series of oligomictic conglomerates and quartzite packages developed on successive unconformities. Several distinct facies have been identified, each with its unique gold distribution and grade characteristic.

The VCR has a lower grade than the Vaal Reef, and contains approximately 15 percent of the estimated reserves. The economic portion is mainly concentrated in the western part of the lease area and can take the form of a massive conglomerate, a pyritic sand unit with intermittent pebble layers or a thin conglomerate horizon. The reef is located at the contact between the overlying Kliprivierberg Lavas of the Ventersdorp SuperGroup and the underlying sediments of the Witwatersrand SuperGroup which creates a distinctive seismic reflector. The VCR is located up to one kilometer above the Vaal Reef.

The “C” Reef is a thin, small pebble conglomerate with a carbon-rich basal contact, located approximately 270 meters above the Vaal Reef. It has less than 1 percent of the estimated reserves with grades similar to the Vaal Reef, but is more erratic. The most significant structural features are the north-east striking normal faults which dip to the north-west and south-east, resulting in zones of fault loss.

Vaal River – Summary of metallurgical operations

    West Gold
Plant
   East Gold
Acid and
Float Plant
   Noligwa
Gold Plant
   Mispah Gold
Plant
   Kopanang  
Gold Plant  
 

 Gold plants

          

  Capacity (000 tonnes/month)

   180    309    263    140    420   

 Uranium plants

          

  Capacity (000 tonnes/month)

             263         –    

Vaal River – Great Noligwa

Description

Great Noligwa, which began operations in 1972, is a mature operation which adjoins Kopanang and Moab Khotsong and is located close to the town of Orkney, near the Vaal River. The Vaal Reef, the operation’s primary reef, and the Crystalkop Reef, a secondary reef, are mined from a twin-shaft system over eight main levels at an average depth of 2,400 meters. Given the geological complexity of the orebody at Great Noligwa, a pillar mining method is employed.

The mine shares a milling and treatment circuit with Moab Khotsong and Kopanang.

Vaal River – Kopanang

Description

Kopanang is located in the Free State province, roughly 170 kilometers south-west of Johannesburg and approximately 10 kilometers southeast of the town of Orkney on a lease area of 35km2. The operation which started in 1984 is west of neighbour Great Noligwa and bound to the south by the Jersey Fault. Gold is the primary output with uranium oxide as a by-product from a single shaft system to a depth of 2,600 meters.

Kopanang almost exclusively exploits the Vaal Reef, although minor amounts of gold are also extracted from the secondary Crystalkop Reef. Given the geologically complex orebody, scattered mining is used.

Vaal River – Moab Khotsong

Description

Moab Khotsong started operations in 2003 and is AGA’s newest gold mine in South Africa. It is situated near Orkney, Klerksdorp and Viljoenskroon, about 180 kilometers southwest of Johannesburg. Stoping operations began in November 2003, with the mine expected to reach full production in 2013. Given the geological complexity of the Vaal Reef, scattered mining is employed.

The Zaaiplaats orebody in the Moab Khotsong lease area presents a significant growth opportunity and capital has been allocated to support its development in phases.

Surface operations

Description

Surface operations (metallurgy) extract gold from marginal ore dumps and tailings storage facilities on surface at various Vaal River and West Wits operations where there is more metallurgical capacity than reef mined. Uranium is produced as a by-product. In addition, backfill product is used as support in mining operations. The surface operation includes the rail transport infrastructure, the Vaal River and West Wits Laboratories and tailings management facilities. Although there is more than one surface operation they are technically reported as one.

Mine Waste Solutions

Description

MWS is a gold and uranium tailings recovery operation located in the western portion of the Witwatersrand Basin, some 160 kilometers from Johannesburg approximately 8 kilometers from the town of Klerksdorp near Stilfontein in the North West Province. It has been operational since 1964 and was previously owned by First Uranium Corp.

The Project consists of 14 tailings dams, which are made up of deposits from three gold and uranium mines that operated for 50 years.

The tailings dams are scattered over an area that stretches approximately 13.5 kilometers north to south and 14 kilometers east to west. The footprints of the 14 tailings dams cover an area of approximately 1,100 hectares.

The MWS gold plants have the capacity to treat tailings of 1,93 million tonnes per month. The uranium plant has a design capacity of 135,000 tonnes per months and plan construction is expected to be completed by the last quarter of 2013.

Geology

MWS lies within the Witwatersrand Basin, an Archaean sedimentary basin which was deposited over a protracted time period, whose surface expression is an elongate structure that extends longitudinally for approximately 300 kilometers northeast-southwest by 100 kilometers northwest-southeast.

The tailings dams are comprised of tailings material which originated from the processing of underground ore from Buffelsfontein Gold mine (“BGM”) and the now defunct Stilfontein Gold Mine (“SGM”). Both BGM and SGM predominately extracted gold from conglomerate refs of the Witwatersrand Basin. The material contained in the tailings dams is generally fine.

West Wits operations

Description

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

Geology

Two reef horizons are exploited at the West Wits operations, the Ventersdorp contact Reef (VCR) located at the top of the Central Rand Group and the Carbon Leader Reef (CLR) near the base. The separation between the two reefs increases from east to west from 400 to 900 meters, due to unconformity in the VCR. TauTona and Savuka exploit both reefs, whereas Mponeng only mines the VCR. Faults of greater than 70 meters are rare. The CLR consists of one or more conglomerate units and varies from several centimeters to more than three meters in thickness. Regionally, the VCR dips at approximately 21 degrees but may vary between 5 degrees and 50 degrees, accompanied by changes in thickness of the conglomerate units. Where the conglomerate has the attitude of the regional dip, it tends to be thick, well-developed and accompanied by higher gold accumulations. Where the attitude departs significantly from the regional dip, the reef is thin, varying from several centimeters to more than three meters in thickness.

West Wits – Mponeng

Description

Mponeng, in operation since 1986, is located between the towns of Carletonville and Fochville on the border between Gauteng and the North West Province, southwest of Johannesburg. The operation, the world’s deepest mine, extracts the Ventersdorp Contact Reef (VCR) at depths between 2,400 meters and 3,900 meters through sequential-grid mining. The Mponeng lease area is constrained to the north by the TauTona and Savuka mines, to the east by Gold Fields’ Driefontein mine and to the west by Harmony’s Kusasalethu mine. Mponeng comprises a twin-shaft system housing two surface shafts and two sub-shafts. Ore is treated and smelted at the mine’s gold plant. The plant has a monthly capacity of 165 000 tonnes.

West Wits – TauTona

Description

TauTona lies on the West Wits Line, just south of Carletonville in Gauteng, about 70 kilometers southwest of Johannesburg. In operation since 1961, mining takes place at depths of 1,850 meters to 3,450 meters. The mine has a three-shaft system, supported by secondary and tertiary shafts, and is in the process of converting from longwall to scattered-grid mining. The change in mining method was necessitated by the increasingly complex geology being encountered and the unsuitability of the current method for mining through the Pretorius fault. This change is also expected to improve safety.

West Wits – Savuka

Description

Savuka is situated on the West Wits line in the province of Gauteng, close to the town of Carletonville and approximately 70 kilometers southwest of Johannesburg. The Carbon Leader Reef (CLR) is mined at depths varying between 3,137 meters and 3,457 meters below surface and the Ventersdorp Contact Reef (VCR) at a depth of 1,808 meters below surface.

Savuka shares a processing plant with neighbouring TauTona and has been operational since 1962. The gold plant has a monthly capacity of 160 000 tonnes.

The West Wits team conducted an investigation into the incorporation of Savuka, which is nearing the end of its working life, into either TauTona or Mponeng. Post year-end, the investigation concluded that the optimal, most efficient solution to accessing Savuka’s remaining Ore Reserves would be via TauTona’s infrastructure.

From January 1, 2013 Savuka and TauTona operate as a single mine.

CONTINENTAL AFRICA

GHANA - Summary of metallurgical operations

   Obuasi  

        Iduapriem

Plant

 
   Sulfide Treatment
Plant
  

Tailings

Treatment Plant

  

Capacity (000 tonnes/month)

  195    180    385  

Ghana – Iduapriem

Description

Iduapriem, wholly owned by AngloGold Ashanti since September 2007, comprises the Iduapriem and Teberebie properties on a 110km2 concession. The mine, which began operations in 1992, is situated in the western region of Ghana, some 70 kilometers north of the coastal city of Takoradi and 10 kilometers southwest of Tarkwa.

Iduapriem is an open-pit mine and its processing facilities include a Carbon-in-pulp (CIP) plant.

Geology

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

Ghana – Obuasi

Description

Obuasi, wholly owned by AngloGold Ashanti since 2004, is located in the Ashanti Region of Ghana, approximately 60 kilometers south of Kumasi. Mining operations are primarily underground, to a depth of 1.5 kilometers. However, some surface mining in the form of open pit and tailings reclamation also occurs. Obuasi originally opened in 1897.

Geology

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

Two main ore types are mined:

quartz veins which consist mainly of quartz with free gold in association with lesser amounts of various metal sulfides such as iron, zinc, lead and copper. The gold particles are generally fine-grained and occasionally are visible to the naked eye. This ore type is generally non-refractory; and

sulfide ore which is characterized by the inclusion of gold in the crystal structure of a sulfide material. The gold in these ores is fine-grained and often locked in arsenopyrite. Higher gold grades tend to be associated with finer grained arsenopyrite crystals. Other prominent minerals include quartz, chlorite and sericite. Sulfide ore is generally refractory.

Power is supplied to the mines by the Volta River Authority.

GUINEA

Guinea – Siguiri

Description

Siguiri, a multiple open-pit oxide gold mine which opened in 1997, is AngloGold Ashanti’s sole operation in the Republic of Guinea. It is located in the district of Siguiri, around 850 kilometers northeast of the country’s capital Conakry. Conventional mining activities are performed by contractors in multiple open pits using conventional techniques. On surface, Siguiri’s gold processing plant treats about 30,000960,000 tonnes daily.per month. Power to the mine is self-generated.

AngloGold Ashanti holds an 85 percent interest in Siguiri and the balance of 15 percent is held by the Government of Guinea.

Geology

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

laterite or CAP mineralization which occurs as aprons of colluvial or as palaeo-channels of alluvial lateritic gravel adjacent to, and immediately above; and

in situin-situ quartz-vein related mineralization hosted in meta-sediments with the better mineralization associated with vein stockworks that occurs preferentially in the coarser, brittle siltstones and sandstones.

The mineralized rocks have been deeply weathered to below 100 meters in places to form saprolite or SAP mineralization. With the percentage of available CAP ore decreasing, a carbon-in-pulp (CIP) plant is used to treat predominantly SAP ore.

Operating and production data for Siguiri

000,000,000,000000,000,000,000000,000,000,000
    2011   2010   2009 

Pay limit (oz/t)

   0.01     0.02     0.02 

Pay limit (g/t)

   0.51     0.66     0.71 

Recovered grade (oz/t)

   0.023     0.028     0.032 

Recovered grade (g/t)

   0.79     0.97     1.11 

Gold production (000 oz) – 100 percent

   293     321     372 

Gold production (000 oz) – 85 percent

   249     273     316 

Total cash costs ($/oz)(1)

   871     656     513 

Total production costs ($/oz)(1)

   992     733     601 

Capital expenditure ($ million) – 100 percent

   18     12     26 

Employees(2)

   1,718     1,531     1,492 

Outside contractors(2)

   1,948     1,639     1,481 

All injury frequency rate

   1.27     6.15     5.54 

(1)

Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures, see “Item 5A.: Operating results – Total cash costs and total production costs”.

(2)

Average for the period.

Performance

Attributable gold production declined by 9 percent to 249,000 ounces. Lower-than-anticipated grades had the most significant impact on production. A number of challenges were encountered during the year, mainly with regard to the increasing number of illegal miners in the Siguiri mining areas. Mining operations were also hampered in the year by a community protest over issues relating to electricity supply, land compensation and employment, which interrupted production for three days, while mining the Sanutinti push back hampered excavator productivity, with the wet ground conditions encountered resulting in increased mining costs. Other challenges were the lower grade in the saprolite stockpile, which also contained some hard oxide materials, causing delays in material supply.

Throughput tonnes in 2011 were 10 percent higher year-on-year at 9.7 million tonnes (2010: 8.8 million tonnes), helping to mitigate the impact of lower grades. Recoveries in the plant were marginally down to 89 percent, attributable mainly to the lower grades and higher throughput, and a leach tank maintenance program.

The lower volumes drove costs up, with unit cash costs 33 percent higher at $871 per ounce (2010: $656 per ounce). Higher labor costs and fuel prices also contributed to increased cash costs.

Growth and improvement

In mid-2011, a program was initiated to accelerate the upgrade of the inferred oxide resource to an indicated resource. This program aims to partly replace depletions in the Ore Reserve. An assay laboratory upgrade and expansion is planned for 2012.

The BPF component of Project ONE is being implemented across the operation after the successful implementation at the plant resulted in a 1 million-tonne increase in throughput on an annual basis. A modular mining fleet management system was installed on trucks and primary loaders to improve productivity and reduce costs. The process is currently being implemented in the mining and geology department to reduce unit costs by working more efficiently.

A new growth strategy provides for the expansion of the current plant. The expanded plant will have the capacity to treat 18 million tonnes of material annually by 2017, reaching capacity in 2018. To support this expansion strategy, significant exploration projects to find new reserves are underway.

Environmental management remains a critical area of focus and ongoing initiatives are in place to control dust and emissions, and also to ensure compliance with all the relevant legislation. Siguiri contributed to the management of dust by the watering of linking roads between villages at a total cost of $619,000. No reportable environmental incidents were recorded in the year. A pipeline from the tailings facility, which previously contributed to the bulk of incidents, is expected to be replaced in 2012.

Safety

The all injury frequency rate dropped to 1.27 per million hours worked from 6.15 in 2010.

OHSAS 18001 recertification will be conducted during 2012. The ISO 14001 certification was successfully completed and is valid until July 2012.

MALI

AngloGold Ashanti has interests in three gold mining operations in Mali, namely, Sadiola, Yatela and Morila. It manages two of these operations, Sadiola and Yatela.

Mali – Morila (attributable 40 percent)

Description

The Morila mine has operated for 13 years and is situated 180 kilometers southeast of Bamako, the capital of Mali. The operation treats low-grade stockpiles while the plant, which incorporates a conventional carbon-in-leach process with an upfront gravity section to extract the free gold, has annual throughput capacity of 4.3 million tonnes. Since mining was concluded in 2009 with the depletion of the orebody, operations at Morila currently involve processing of the stockpile which stood at 1.85 million tonnes (marginal ore and marginal waste) as at year-end. Power is supplied by a subcontractor.

AngloGold Ashanti has an effective 40 percent stake in Morila, as does Randgold Resources Limited (which manages the mine). The Government of Mali owns the remaining 20 percent.

Geology

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

Operating and production data for Morila

000,000,000,000000,000,000,000000,000,000,000
    2011   2010   2009 

Pay limit (oz/t)

   0.02     0.02     0.04 

Pay limit (g/t)

   0.60     0.67     1.21 

Recovered grade (oz/t)

   0.050     0.050     0.072 

Recovered grade (g/t)

   1.70     1.70     2.47 

Gold production (000 oz) 100 percent

   248     238     342 

Gold production (000 oz) 40 percent

   99     95     137 

Total cash costs ($/oz)(1)

   818     716     526 

Total production costs ($/oz)(1)

   859     768     577 

Capital expenditure ($ million) 100 percent

   3     3     10 

Capital expenditure ($ million) 40 percent

   1     1     4 

Employees(2)

   435     476     518 

Outside contractors(2)

   385     415     535 

(1)

Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures, see “Item 5A.: Operating results – Total cash costs and total production costs”.

(2)

Average for the year.

Performance

In line with improvements, attributable gold production rose 4 percent to 99,000 ounces. Tonnages were 4 percent higher, reaching 4.5 million tonnes. The plant was also more effectively utilized in 2011, after the primary crusher breakdown in January 2010. However, crushing and milling improvements will be difficult to sustain given the limits of the carbon-in-leach operation. Total cash costs increased by 14 percent, with direct operating costs adversely affected by large price increases for diesel and reagents.

Growth and improvement

A large part of stay-in-business capital of $1 million was expended on process enhancements at the plant, mainly in order to maintain capacity. Feasibility studies were undertaken during the year to investigate possible extensions to and reclamation of the tailings storage facilities. During the year, work by the mineral resources team on the tailings storage facility retreatment project indicated that the mine’s life could be extended. A final decision has not yet been taken in this regard.

Closure preparations continue, including implementation of the social plan. An employee assistance fund has been created and is managed by the unions. An agri-business project aims to sustain livelihoods post closure, although some land ownership issues still require resolution. Management is in negotiations with the local authorities and government to this end. Other pilot projects include animal husbandry, poultry farming, honey production and fish breeding, along with the establishment of a micro credit facility (CAMIDE).

Safety

Safety statistics for Morila are reported by Randgold Resources, the operator, and are not included in AngloGold Ashanti’s statistics.

Mali – Sadiola (attributable 41 percent effective December 29, 2009, previously 38 percent)

Description

The Sadiola mine is situated in western Mali, some 77 kilometers south-southwest of the regional capital Kayes. The mine is a joint venture between AngloGold Ashanti (41 percent) and IAMGOLD (41 percent) and the government of Mali (18 percent). The mine has been operating under the current ownership structure since 1996. Mining activities take place in five open pits. On-site surface infrastructure includes a 4.9 million tonnes per annum carbon-in-leach gold plant where the ore is eluted and smelted. Sadiola’s future lies in the expansion of the Sadiola main pit and a new plant, construction of whichplant. Power to the Sadiola and Yatela mines is planned to start in 2012.self-generated.

Geology

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

Operating and production data for Sadiola

000,000,000,000000,000,000,000000,000,000,000
    2011   2010   2009     

Pay limit (oz/t)

   0.02     0.04     0.04     

Pay limit (g/t)

   0.53     1.28     1.46     

Recovered grade (oz/t)

   0.055     0.060     0.074     

Recovered grade (g/t)

   1.90     2.04     2.52     

Gold production (000 oz) 100 percent

   295     287     354     

Gold production (000 oz) 41 percent(1)

   121     118     135     

Total cash costs ($/oz)(2)

   835     686     489     

Total production costs ($/oz)(2)

   868     737     585     

Capital expenditure ($ million) 100 percent

   34     20     10     

Capital expenditure ($ million) 41 percent(1)

   14     8     4     

Employees(3)

   846     790     705     

Outside contractors(3)

   998     981     827     

All injury frequency rate

   2.44     1.65     2.31     

(1)

Effective December 29, 2009, the company increased its interest from 38 percent to 41 percent.

(2)

Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures, see “Item 5A.: Operating results – Total cash costs and total production costs”.

(3)

Average for the year.

Performance

Gold production increased to 121,000 ounces in 2011 (2010: 118,000 ounces) with tonnes treated increasing to 2 million tonnes from 1.8 million tonnes, countering a 7 percent decline in grade recovered to 1.90g/t.

Total cash costs were 22 percent higher at $835 per ounce (2010: $686 per ounce), driven by increases in fuel prices and higher dollar prices for a number of consumables.

Growth and improvement

Productivity initiatives focused on a number of activities, from truck and shovel utilization to haul road optimization, along with the implementation of the fleet management system which provides a dispatch and high-level data capture system for analysis.

In the plant, a crusher has been installed to pre-treat feed material which should enhance throughput and reduce delays owing to damage caused by rocks and other hard material through the plant.

The BPF component of Project ONE was activated at Sadiola in the fourth quarter of 2011. The operation is currently stabilizing and with better planning, resourcing and scheduling, it is anticipated that plant availability will improve, which should have a positive impact on production. Sadiola’s focus will be on mining the FE3 and FE4 pits in 2012. Mining is then expected to extend into the Tambali and level 3 pits.

Preparatory work on the detailed design of the plant and operational readiness for the Sadiola Sulfide Project has begun. This project will give access to the deeper sulfide material and includes construction of a new plant.

The Environmental Study and Impact Assessment (ESIA) has been approved for the project and work on the associated powerline is currently in progress. Long-lead items, including mining equipment, have been ordered and are expected to start arriving on site in 2012. Operations at the Sadiola Sulfide Project are expected to begin towards the end of 2012. The project is awaiting final board approval in 2012.

Safety

An increase in finger injuries prompted a finger safety campaign at Sadiola. A comprehensive and integrated safety program focused on leadership, the reinforcement of risk assessments in the planning phases and on refresher training for safety officers.

The mine maintained its OHSAS 18001 certification in 2011. ISO 14001 recertification is scheduled for 2012.

Mali – Yatela (attributable 40 percent)

Description

Yatela, operational since 2001, is 80 percent owned by the Sadiola Exploration Company Limited, a joint venture between AngloGold Ashanti and IAMGOLD, giving each a 40 percent stake in Yatela. The balance of 20 percent is owned by the government of Mali.

The Yatela mine is situated in western Mali, some 25 kilometers north of Sadiola and approximately 50 kilometers south-southwest of the regional capital Kayes. Ore extraction has been conducted from a number of pits including the Yatela main pit, Alamoutala, four Alamoutala satellite pits, KW18 and the North-west Extension.

Miningin which mining in most of these pits has been completed.

For the remaining years of the life of mine, the focus will be on a final cutback in Yatela Main pit (Pushback 8) as well as a new pit north of the Yatela Main pit. The ore mined is treated on heap-leach pads together with carbon loading. The carbon is then transported to Sadiola for elution and smelting.

Geology

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

Operating and production data for Yatela

000,000,000,000000,000,000,000000,000,000,000
    2011   2010   2009     

Pay limit (oz/t)

   0.02     0.01     0.04     

Pay limit (g/t)

   0.55     0.45     1.52     

Recovered grade (oz/t)

   0.030     0.036     0.106     

Recovered grade (g/t)

   1.04     1.23     3.62     

Gold production (000 oz) 100 percent

   73     150     222     

Gold production (000 oz) 40 percent

   29     60     89     

Total cash costs ($/oz)(1)

   1,483     817     326     

Total production costs ($/oz)(1)

   1,552     883     416     

Capital expenditure ($ million) 100 percent

   2     5     3     

Capital expenditure ($ million) 40 percent

   1     2     1     

Employees(2)

   323     308     298     

Outside contractors(2)

   620     570     505     

All injury frequency rate

   1.52     2.28     5.54     

(1)

Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures, see “Item 5A.: Operating results – Total cash costs and total production costs”.

(2)

Average for the year.

Performance

The mine plan was adjusted in 2011 to allow for the completion of the Yatela main pit. Mining, which has now been completed, was then advanced in the Alamoutala main and satellite pits. As Yatela approaches closure, the grade of the ore has declined incrementally. The increase in tonnages mined failed to compensate for the lower grades, which had a knock-on effect on gold production which declined to an attributable 29,000 ounces.

Total cash costs rose to $1,483 per ounce as a result of higher input costs, including efforts to extend the life of mine and the hauling of material over a relatively long distance from Alamoutala to the Yatela plant.

Growth and improvement

Yatela plans to mine at two pits, the Yatela main pit and Yatela North during 2012. Mining in the main pit was delayed in 2011 with the re-optimization of the main pit in order to reduce stripping ratios and maintain practical mining widths. There is an intense focus on optimizing residual opportunities.

Management has focused on putting in place steps to foster sustainable development in surrounding communities as the mine approaches closure. Voluntary retirements were encouraged during the year, and the only positions which have been filled are those critical to production targets. The temporary labor complement is also being reduced by 5 percent annually, and no contracts are being renewed. A closure consultant was appointed in 2011. The rehabilitation target to date is 312 hectares, of which 214 hectares have been rehabilitated. This is below target as a result of changes in the mine plan and the unavailability of equipment.

Safety

The all injury frequency rate (AIFR) was 1.52 per million hours worked in 2011. Intensive efforts remain focused on safety campaigns and risk assessments. The mine maintained its ISO 14001 certification in 2011. ISO 14001 recertification is scheduled for 2013.

NAMIBIA

Namibia – Navachab

Description

The Navachab gold mine is situated near the town of Karibib, some 170 kilometers northwest of the capital Windhoek and 171 kilometers inland on the southwest coast of Africa.

Navachab, which began operations in 1989, is an open-pit mine with a processing plant which includes a mill as well as CIP and electro-winning facilities, all with a monthly capacity of 120,000 tonnes.

Geology

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

Operating and production data for Navachab

    2011         2010         2009 

Pay limit (oz/t)

   0.06         0.07         0.051  

Pay limit (g/t)

   2.00         2.53         1.55  

Recovered grade (oz/t)

   0.043         0.052         0.046  

Recovered grade (g/t)

   1.46         1.80         1.58  

Gold production (000 oz)

   66         86         65  

Total cash costs ($/oz)(1)

   939         721         677  

Total production costs ($/oz)(1)

   1,121         779         723  

Capital expenditure ($ million)

   48         14         20  

Employees(2)

   790         687         578  

All injury frequency rate

   2.00        25.60          26.30  

(1)

Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures, see “Item 5A.: Operating results – Total cash costs and total production costs”.

(2)

Average for the year.

*

2011 only includes medical treatment cases and lost-time injuries and excludes all first aid and dressing cases.

Performance

Gold production of 66,000 ounces was 23 percent lower than the 86,000 ounces produced the previous year, largely as a result of the reduced volumes of concentrate supplied by the DMS plant. The reduced level of gold production and inflation resulted in a 30 percent increase in total cash costs to $939 per ounce.

A mining fleet has been contracted for a three-year period to complete the required near-surface waste stripping of the main pit expansion cut back to extract ore and increase mining volumes. Although the start of this contract was delayed, waste stripping began during the year, resulting in a 16 percent increase in tonnes mined.

Growth and improvement

The BPF component of Project ONE was rolled out at Navachab during the second half of the year in an effort to generate improved efficiencies across the operation.

Work has begun on a prefeasibility study, scheduled for completion by mid-2012, to determine the viability of achieving planned production targets as well as optimal mine and process options. The proposed expansion is expected to improve economies of scale and focus on cost control and continuous improvement initiatives. It is also expected to create additional jobs.

Exploration during the year focused on pit expansion drilling so as to increase confidence in the orebody, to follow up on geochemical anomalies and to optimize asset use.

Safety

The annual safety plan was implemented, supported by a road show, safety awareness campaigns and observer training, which is ongoing. There were no fatalities during 2011. The AIFR improved dramatically, declining from 25.60 per million hours worked in 2010 to 2.0 in 2011.

Navachab received ISO 14001 certification during 2011. The OHSAS 18001 certification audit was completed. Nonconformances identified are continuously addressed.

TANZANIAAUSTRALASIA

Tanzania – GeitaAustralia

Sunrise Dam

3.43.63.62.392.163.222582463961,1781,362692352729

DescriptionAMERICAS

Argentina

Cerro Vanguardia (92.5 percent)

1.71.01.06.486.236.11219196194644403366707338

Brazil

AGA Mineração(3)

2.21.71.66.077.437.21388361338711571444162259142

Serra Grande(6)

0.90.60.63.363.594.05986777827851481332226

United States of America

Cripple Creek & Victor(4)

20.920.320.60.400.390.432472672336405695001006773
(1)

Sold effective August 1, 2010.

(2)

Effective July 20, 2012, AngloGold Ashanti acquired 100 percent of First Uranium (Pty) Limited which, owns MWS.

(3)

The Geitayields of TauTona, Obuasi and AGA Mineração represent underground operations.

(4)

The yields of Yatela and Cripple Creek & Victor reflect recoverable gold mineplaced/tonnes placed from heap leach operations.

(5)

Equity-accounted investments.

(6)

Effective July 1, 2012 AngloGold Ashanti increased its holding from 50 percent to 100 percent.

Rounding of figures may result in computational discrepancies.

SOUTH AFRICA

LOGO

AngloGold Ashanti’s South African operations comprise six deep-level mines and surface operations including MWS. They are:

The Vaal River operations – Great Noligwa, Kopanang, Moab Khotsong and the surface operations; and

The West Wits operations – Mponeng, Savuka and TauTona.

    Gold production
(000oz)
   

Average number of  

employees  

 

  Operations

  

  1.   South Africa

    

        Vaal River

    

        Great Noligwa

   84     3,063    

        Kopanang

   164     6,014    

        Moab Khotsong

   162     6,645    

        Surface operations

   144     1,147    

        Mine Waste Solutions(1)

   28     727    

        West Wits

    

        Mponeng

   405     6,262    

        Savuka

   37     1,157    

        TauTona

   189     4,472    
           

(1)

On July 20, 2012, AngloGold Ashanti acquired First Uranium (Pty) Limited, which owns MWS. MWS is locateda recently commissioned retreatment operation in South Africa’s Vaal River area in the Lake Victoria goldfieldsimmediate vicinity of the Mwanza region of Tanzania, about 120 kilometers from MwanzaAngloGold Ashanti’s other tailings facilities.

South Africa Key Statistics

    Unit  2012  2011  2010  

  Operation

        

  Tonnes treated/milled

  Mt  22.3  16.4  17.0  

  Pay limit

  oz/t  0.40  0.54  0.53  
  g/t  12.41  11.98  12.02  

  Recovered grade

  oz/t  0.219  0.232  0.212  
  g/t  7.50  7.95  7.28  

  Gold production

  000oz  1,213  1,624  1,784  

  Total cash costs(1)

  $/oz  873  695  598  

  Total production costs(1)

  $/oz  1,101  920  819  

  Capital expenditure

  $m  619  549  430  

  Safety

        

  Number of fatalities

    11  9  10  

  AIFR

  Per million hours worked  13.24  15.57  16.69  

  People

        

  Average no of employees: Total

    34,186  32,082  35,660  

Permanent employees

    29,740  28,176  31,723  

Contractors

     4,446  3,906  3,937  

(1)

Total cash costs and 4 kilometers west of the town of Geita. The mine is wholly owned and managed by AngloGold Ashanti.

The Geita gold mine is a multiple open pit operation with underground potential and is currently serviced by a 5.2 million tonnes per annum CIL processing plant.

Geology

Geita is an Archaean mesothermal mainly BIF-hosted deposit. Mineralization is located where auriferous fluids, whichtotal production costs are interpreted to have moved along shears oftennon-GAAP measures. For further information on BIF-diorite contacts, reacted with the BIF. Some lower-grade mineralization can occur in the diorite as well (usually in association with BIF-hosted mineralization), and approximately 20 percent of the gold is hosted in the diorite.

these non-GAAP measures, see “Item 5A – Operating and production data for Geita

    2011         2010          2009 

Pay limit (oz/t)

   0.06   ��     0.07         0.09 

Pay limit (g/t)

   2.06         2.38         3.08 

Recovered grade (oz/t)

   0.116         0.069         0.055 

Recovered grade (g/t)

   3.98         2.36         1.89 

Gold production (000 oz)

   494         357         272 

Total cash costs ($/oz)(1)

   488         697         985 

Total production costs ($/oz)(1)

   674         874         1,191 

Capital expenditure ($ million)

   58         38         19 

Employees(2)

   1,721         1,874         1,990 

Outside contractors(2)

   1,820         1,391         1,196 

All injury frequency rate

   3.60          5.38          5.56 

(1)

Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures, see “Item 5A.: Operating resultsResults – Total cash costs and total production costs”.

(2)

Average for the year.

Performance

Geita produced 494,000 ounces at a total cash cost of $488

Performance in the South Africa Region in 2012

Safety and health

Regrettably, in the South Africa region, there were 11 fatalities in 2012 (2011: 9). The number of fatalities remains of serious concern to the company. TauTona achieved 4 million fall-of-ground fatality free shifts in November and Kopanang achieved 1 million fatality free shifts in December, both notable achievements. For the region as a whole, an all injury frequency rate of 13.24 per million hours worked was reported as compared to 15.57 in 2011.

Production

The South Africa Region milled 22.3 million tonnes of ore in 2012, up by 36 percent on the previous year, primarily due to the acquisition of MWS effective July 20, 2012. The Vaal River operations accounted for 582,000 ounces (48 percent) of the South Africa Region’s production and the West Wits operations for 631,000 ounces (52 percent). Combined, this was equivalent to 31 percent of group production. In addition, the Vaal River operations produced 1.21 million pounds of uranium as a by-product.

Total cash costs for the South Africa region were $873 per ounce, compared with $695 per ounce in 2012. Mponeng, with a cash cost of $640 per ounce, was the lowest cost producer in the region with Great Noligwa, which is approaching the end of its operating life, being the highest at $1,226 per ounce. Unit cost increases were largely influenced by reduced production, and higher wages and input prices (energy and fuel). The primary cost components in 2012 were: labor $363 per ounce; consumables $253 per ounce; services $68 per ounce; and other inputs $189 per ounce.

The operating environment in South Africa remained challenging, with safety-related stoppages continuing to be disruptive, especially in the first half of the year. An industry-wide strike which started in the third quarter and continued into the fourth quarter, halted all mines and plants in South Africa for about six weeks. The total loss of production as a result of the strike and the slow ramp-up to full production, necessitated by geotechnical concerns resulting from the stoppage, was about 235,000 ounces. Seismic activity at the West Wits operations was also problematic and geological limitations, coupled with lower mining grades at the Vaal River operations and above-inflation cost pressure, presented an ongoing challenge.

Capital expenditure

Capital expenditure in the South Africa Region totalled $619 million, an increase of 12.7 percent on the $549 million spent in 2011. The bulk of this was spent at Mponeng ($194 million), Moab Khotsong ($159 million), Kopanang ($93 million) and TauTona ($73 million).

People

The South Africa operations employed an average of 34,186 people during the year (2011: 32,082), of whom 4,446 (13 percent) were contractors and 29,740 (87 percent) permanent employees. This was equivalent to 52 percent of the group’s total workforce. Productivity per employee for the year was 4.19 ounces/total employees costed (2011: 5.85 ounces/total employees costed) – the lowest in the group – a function of work stoppages, decreasing grades and the increasing labor intensity of deep level underground mining operations in South Africa.

Environment

The reduction in reportable environmental incidents in 2010 and 2011 compared with 357,000 ounces at a total cash cost of $697 per ounce the previous year. The turnaround in Geita operating performance continued in 2011, following the rollout of the Project ONE business improvement initiative as a pilot site. Progress continues to be made in all areas, not least of all fleet reduction and improved plant availability and recoveries. In 2011, over 55.8 million tonnes were mined, compared with 45.5 million tonnes the previous year.

The overall production performance for the year was further aided by higher grades mined at the Nyankanga Cut 6 and operation of the ball mill in single stage, which offset extended downtime of the SAG mill during unscheduled shutdowns in May and June to repair the feed end and during October to replace the mill gearbox.

The fleet rationalization program continued to deliver productivity improvements in engineering stores, fuel and labor cost. This included completion of the larger light-weight truck tray project, the resultant phasing out of aged trucks and reducing the fleet from 34 to 27 trucks, and manpower rationalization resulting from improved training and performance. Improved drill and blast performance contributed to improved mining performance and significant cost reductions. Average broken stocks have increased from 150,000bcm to 500,000bcm while the number of drilling rigs decreased from 14 to 8. Powder factors reduced from 0.95kg\bcm to 0.72kg\bcm while achieving improved material fragmentation. Continued progress was made on the reagent optimization started in 2010, with improved gravity recovery and optimization of the CIL circuit further contributing to lower reagent consumption. The tire life optimization program also achieved success through improved tire management, equipment operator training and improved haul road conditions. Mining operations were undertaken in three areas. Mining recommenced at the Star and Comet satellite pit, using contractors, after production was stopped in early 2010. Nyankanga pit cutback 5 was completed and cutback 7 began. Cutback 6 was the main source of ore for 2011 and this is expected to continue in 2012. Geita Hill pit cutback 1 was completed in late 2011 with mining progressing in cutback 2.

Growth and improvement

From the base year 2010, production and productivity have already increased by more than 20 percent. The target is to maintain production at 500,000 ounces a year and focus on improving employee productivity through focused specialized training to improve employee capability in role. The success achieved at Geita is largely due to the implementation of the BPF component of Project ONE. The operation is now strongly cash positive, with a plan focussing on stability and delivery. The key area of focus is asset reliability, with the team on site receiving strong support from the teams conducting the group-wide asset integrity audit. Capital expenditure has been approved, among others, for the replacement of the SAG-mill.

Work is also ongoing to create opportunities for mine-life extension from surface and underground sources, as well as for on-lease growth by establishing sustainable satellite- and refractory-ore open-pit projects that complement proposed underground projects. Emphasis will be placed on cash flow margins and returns on invested capital.

Key initiatives to reduce real costs which have been incorporated in Geita’s strategy include the implementation of the fleet rationalization, reagent optimization, tire life optimization and contracting mining for satellite pits.

Other cost containment and production improvement initiatives include: improvement of mining practices to reduce ore loss to the waste dump; stabilizing and improving SAG-mill feed once a new mill is installed, from 612 tonnes per hour, to 650 tonnes per hour; optimizing the gravity circuit to increase gold recovery through improved availability of the plant; achieving higher fleet productivity by raising shift output; and optimizing liner design.

Challenges include scarce critical skills, particularly engineers, geologists and technicians. An internal pipeline of skills has been created, with 15 people a year enrolled in a graduate training program and 60 people on an integrated technical mining training program. Succession planning, talent management and increased focus on placing Tanzanians in key roles and reducing expatriate recruitments are areas of focus for management.

During the year, the company engaged with the local miners’ union, Tamico, and the International Chemical Engineering and Mining Union Federation (ICEM) to improve the relationship with the workforce at Geita. The parties concluded there was a need to renegotiate the existing recognition agreement to improve union access to the mine. The access agreement negotiations with Tamico commenced in 2012.

Over the past two years detailed geological work has been undertaken in Nyankanga, Geita Hill and Star & Comet pits in order to better understand controls of mineralization in each pit. In Nyankanga, mineralization is associated with the Nyankanga main fault zone while at Geita Hill pit, mineralization is associated with the axial planar cleavage of a large synformantiform fold pair. In the Star and Comet pit, mineralization is controlled by the contact between quartz feldspar porphyry and banded iron formation and a major shear zone cross cutting the middle of the pit.

The Geita town water project will begin once environmental approval has been granted in 2012. Completion of the front end of the project, from the treatment plant and pumping station to the water reservoir, is expected in July 2012.

A budget of $2.6 million for cyanide destruction infrastructure has been approved for 2012. In the meantime, a tailings dilution system is being used to reduce the levels of cyanide at discharge points. Weak acid dissociable (WAD) cyanide at the pool has remained as low as 0.01ppm. Geita’s Cyanide Code compliance audit was held in December, with compliance targeted by the end of 2012. The approval and procurement of a new incinerator for the disposal of hazardous material took place in 2011 and the facility is expected to be commissioned in 2012.

Safety

Geita recorded an AIFR of 3.60 per million hours worked in 2011, an improvement on the 5.38 recorded in 2010. Continued focus is placed on high-potential incidents analysis and follow-up remedial action. Geita demonstrates that safety is its first value through management leadership, the holding of regular safety meetings, training, development of standards and safe-work procedures and risk management through conducting frequent risk assessments.

Emergency response and health facilities were improved during the period and additional equipment purchased to ensure emergency preparedness.

Fatigue has been identified as a critical safety area to be proactively managed. The fatigue program started in 2009 was upgraded in 2010, and training on fatigue management continued throughout 2011.

ISO 14001 certification for the environmental management system was maintained in 2012, with most of these incidents in 2012 taking place at the newly acquired MWS operations. Since taking ownership of MWS in July 2012, considerable resources have been dedicated to ensuring this asset meets AngloGold Ashanti’s environmental operating standards. The potential for inter-mine flooding and water legacy issues continued to be environmental challenges.

Ore reserve

At December 31, 2012, South Africa had a total attributable Ore Reserve of 31.57 million ounces (2011: 32.43 million ounces), equivalent to 43 percent of the group’s Ore Reserve.

Growth

Notable progress was made with the Mponeng deepening below 120 level project, which will extend Mponeng’s life of mine. The first phase of this project, which accesses the VCR, is on track to begin production in April 2014. Phase 2, which will access the CLR below the 120 level, was approved by the AngloGold Ashanti board in March 2012. Infrastructure development is under way with production from the second phase scheduled to begin in 2016.

The Moab Khotsong business plan, without growth projects, is expected to produce some 3 million ounces of gold. Zaaiplaats will provide additional ounces and serve as a gateway for opportunities beyond the initial target block. Phase 1 of the Zaaiplaats project, approved in July 2010 and currently in implementation, is dedicated to establishing the infrastructure for Phase 2, which will create a drilling platform to increase geological confidence within the greater Zaaiplaats orebody while providing some initial gold production. Phase 3 is currently in prefeasibility study phase. A full study, to begin in the first quarter of 2013 and to run for about a year, includes various options of accessing the orebody through either Moab Khotsong or Kopanang, while accessing other mining blocks adjacent and contiguous to Project Zaaiplaats.

CONTINENTAL AFRICA

LOGO

AngloGold Ashanti has eight mining operations in its Continental Africa region:

Iduapriem and Obuasi in Ghana;

Siguiri in Guinea;

Morila, Sadiola and Yatela in Mali;

Navachab in Namibia; and

Geita in Tanzania.

    Gold production
(000oz)
   Average number of    
employees    
 

  Operations

    

  1.   Ghana

    

Iduapriem

   180     1,549      

Obuasi

   280     5,373      

  2.   Guinea

    

Siguiri

   247     3,643      

  3.   Mali

    

Morila

   81     319      

Sadiola

   100     783      

Yatela

   29     407      

  4.   Namibia

    

Navachab

   74     953      

  5.   Tanzania

    

Geita

   531     3,594      

Continental Africa - Key Statistics

    Unit  2012  2011  2010  

  Operation

        

  Tonnes treated/milled

  Mt  27.8  26.3  25.7  

  Pay limit

  oz/t  0.041  0.036  0.040  
  g/t  1.273  1.235  1.371  

  Recovered grade

  oz/t  0.055  0.055  0.052  
  g/t  1.70  1.87  1.79  

  Gold production

  000oz  1,522  1,570  1,491  

  Total cash costs(1)

  $/oz  911  752  720  

  Total production costs(1)

  $/oz  1,093  960  872  

  Capital expenditure

  $m  712  418  232  

  Safety

        

  Number of fatalities

    5  3  5  

  AIFR

  Per million hours worked  2.26  3.03  5.26  

  People

        

  Average no of employees: Total

    16,621  16,539  15,761  

Permanent employees

    10,014  9,783  9,684  

Contractors

     6,607  6,756  6,077  

(1)

Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures, see “Item 5A – Operating Results – Total cash costs and total production costs”.

Safety

Regrettably, in the Continental Africa Region, there were five fatalities in 2012 (2011: 3), at Obuasi (2) and Iduapriem (1) in Ghana, at Geita (1) in Tanzania and at Mongbwalu (1) in the DRC. The all injury frequency rate for the region improved to 2.26 per million hours worked in 2012 from 3.03 in 2011. Full investigations into the fatal accidents have been conducted and steps taken to mitigate their re-occurrence.

Production

Combined gold production from these operations decreased to 1.52 million ounces in 2012 (2011: 1.57 million ounces), equivalent to 39 percent of group production. The most significant contributors to the region’s production were Geita (35 percent), Obuasi (18 percent), Siguiri (16 percent) and Iduapriem (12 percent).

Total cash costs rose by 21 percent to $911 per ounce, (2011: $752 per ounce), largely as a result of poor performance at Obuasi, where the development contractor was replaced during the fourth quarter; and rising costs at Sadiola, where recoveries have suffered as mining moves from oxide to sulfide ore.

Capital expenditure

Total capital expenditure for the region was $712 million (2011: $418 million), an increase of 70 percent. The bulk of this was spent at Obuasi ($185 million) and Kibali ($263 million).

People

The region employed an average of 16,621 people in 2012 (2011: 16,539 people) made up of 10,014 (60 percent) permanent employees and 6,607 (40 percent) contractors. The average level of productivity for the region was 10.97 ounce per total employees costed, with productivity the highest at Morila (35.72 ounces per total employees costed) and Geita (19.20 ounces per total employees costed) mines.

Environment

One of the most significant challenges in this region in recent years has been the management of water, particularly in respect of legacy issues. The completion of a new tailings dam at Iduapriem and commissioning of two water treatment plants at Obuasi in Ghana have significantly improved water management, and enabled the mine to comply with permitting frameworks.

Ore Reserve

The total attributable Continental Africa Region Ore Reserve is 27.60 million ounces (2011: 28.02 million ounces). This amounts to 37 percent of the group’s Ore Reserve.

Growth

Work on a decline access to reach a number of active mining blocks is currently expected to start in 2013 and should start delivering production within about 12 months. In addition, investigations have begun into a new surface decline down to the 50 level to access Obuasi Deeps. Open-pit mining has already started at the Sibi pit. Again some economies of scale are expected from the use of the existing tailings storage facility (TSF), which is stable and has adequate capacity up to 2018.

The Sadiola Sulphide Project (SSP) was delayed by the coup in Mali during the year. Critical to its progress was the conclusion of a power purchase agreement in November. The SSP is designed to provide the operation with access to deeper more conformable sulfide material and will also absorb some skills and expertise from the Yatela operation, as it reaches the end of its life.

AUSTRALASIA

LOGO

    Gold production
(000oz)
   

Average number of  

employees  

 

  Operations

    

  1.   Australia

    

        Sunrise Dam

   258     494    

AngloGold Ashanti’s Australaisian assets comprise the wholly owned Sunrise Dam and the 70 percent-owned Tropicana Gold Project which was under construction during 2012.

Australasia - Key Statistics

    Unit  2012  2011  2010  

  Operation

        

  Tonnes treated/milled

  Mt  3.4  3.6  3.6  

  Pay limit

  oz/t  0.08  0.10  0.14  
  g/t  2.42  3.00  4.32  

  Recovered grade

  oz/t  0.070  0.063  0.099  
  g/t  2.39  2.16  3.40  

  Gold production

  000oz  258  246  396  

  Total cash costs(1)

  $/oz  1,178  1,362  692  

  Total production costs(1)

  $/oz  1,310  1,528  773  

  Capital expenditure (including Tropicana)

  $m  355  102  40  

  Safety

        

  Number of fatalities

        –  

  AIFR (including Tropicana)

  Per million hours worked  6.33  18.11  13.10  

  People

        

  Average no of employees: Total

    494  509  494  

Permanent employees

    110  101  93  

Contractors

     384  408  401  

(1)

Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures, see “Item 5A – Operating Results – Total cash costs and total production costs”.

Safety and health

Safety performance continued to be an area of focus with no fatalities reported. The AIFR improved to 6.33 per million hours worked (2011:18.11).

Production

Production from Australasia rose by 5 percent to 258,000 ounces in 2012 as operations at Sunrise Dam recovered from flood-related disruption (excessive rainfall, pit flooding and pit-wall failure) the previous year. Total cash costs decreased by 14 percent to $1,178 per ounce (2011: $1,362 per ounce) as volumes rose. An insurance payout of A$30 million related to the 2011 pit wall failure was offset against cash costs in 2012. Cash costs during the year were also positively impacted by improved grades from the North Wall Cutback area of the pit. The region contributed 6 percent to group production in 2012.

Capital expenditure

Total capital expenditure at Sunrise Dam was $35 million. This amount excludes expenditure at Tropicana of $315 million.

People

A total of 494 people (2011: 509 people), 110 (22 percent) permanent employees and 384 contractors (78 percent) were employed at Sunrise Dam in 2012. Productivity continued to be high, reporting 43.46 ounces per total employees costed in 2012 (2011: 38.93 ounces per total employees costed), the highest level in the group.

Skills shortages remain an area of concern in the region and are a driver of high employee turnover and costs. Efforts have been made to extend employment to local indigenous people and the community engagement team works closely with the human resources department to generate training and employment opportunities, address employee retention, mentor and support, and to provide supervision and leadership.

Environment

Energy is becoming a challenging global factor and Sunrise Dam is participating in a regional plan to integrate renewable energy sources such as gas, wind, solar thermal, biomass and solar panels, thereby reducing its reliance on non-renewable energy and lessening AngloGold Ashanti’s carbon footprint. Australia has taken a firm stance on environmental legislation and has imposed stricter emission limits and carbon pricing mechanisms. The Clean Energy Future Scheme, which came into effect from July 2012, introduced a carbon pricing scheme to regulate carbon emissions. AngloGold Ashanti will be required to pay A$23 per tonne of CO2 generated. This is due to increase by A$2.5 per tonne annually until 2015, from when it will be controlled by a market trading scheme. AngloGold Ashanti is actively engaging with the Australian government on the balancing of profitable business practices with responsible environmental strategies to overcome these adverse factors.

Ore reserve

At the end of 2012, the total attributable Ore Reserve for the Australasia Region was 3.92 million ounces (2011: 4.26 million ounces). This makes up around 5 percent of the group’s Ore Reserve.

Growth

Attributable production for the region will increase by the end of 2013 as Tropicana comes on stream. Mining of the Crown Pillar from the base of the Sunrise Dam pit will contribute high- grade ore to mill feed as the operation focuses on lifting underground ore production rates over 2 million tonnes per annum. Brownfields drilling at Sunrise Dam is targeting extensions to the Vogue discovery located below the currently mined Cosmo and adjacent Dolly underground domains. Vogue remains open along strike and at depth and offers an opportunity for either extensive bulk or selective mining close to existing underground mine infrastructure. At Tropicana a prefeasibility study to examine the potential open pit and underground development options at Havana Deeps is expected to be completed in the second half of 2013. At this time the Ore Reserve for the mine will be updated.

THE AMERICAS

LOGO

The Americas is an important growth area for AngloGold Ashanti with operations in Argentina, Brazil and the United States.

 

 
   Gold production
(000oz)
   Average number of  
employees  
 

 

 

  Operations

    

  1.    Argentina

    

         Cerro Vanguardia

   219     1,884    

 

 

  2.    Brazil

    

         AGA Mineração

   388     4,239    

         Serra Grande

   98     1,081    

 

 

  3.    United States

    

         Cripple Creek & Victor

   247     692    

 

 

Americas - Key Statistics

    Unit       2012       2011       2010   

  Operation

              

  Tonnes treated/milled

   Mt       25.7       23.6       23.8    

  Pay limit

   oz/t       0.024       0.026       0.025    
   g/t       0.822       0.891       0.843    

  Recovered grade

   oz/t       0.034       0.034       0.034    
   g/t       1.16       1.15       1.17    

  Gold production

   000oz       952       891       842    

  Total cash costs(1)

   $/oz       759       601       501    

  Total production costs(1)

   $/oz       1,017       841       707    

  Capital expenditure

   $m        382        452        309    

  Safety

              

  Number of fatalities

       1       2       –    

  AIFR

   Per million hours worked        4.34        6.33        5.66    

  People

              

  Average no of employees: Total

       7,896       7,389       6,582    

  Permanent employees

       5,509       5,273       4,737    

  Contractors

           2,387        2,116        1,845    

(1)

Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures, see “Item 5A – Operating Results – Total cash costs and total production costs”.

Safety and health

Regrettably, there was a fatal accident at the Cerro Vanguardia mine in January 2012, the first fatal accident at the mine since July 2002. The all injury frequency rate for the region improved to 4.34 per million hours worked.

Production

Combined production from the operations in this region increased by 7 percent to 952,000 ounces (2011: 891,000 ounces) in 2011. These operations now contribute about 24 percent towards group production (2011: 21 percent).

The increase in total cash costs was largely a result of inflationary effects in all countries, especially Argentina; lower by-product credits in Argentina and Brazil; higher costs for equipment maintenance and some contract and technical services in Argentina and the United States; and higher labor and operational development costs in Brazil. The Americas Region had the lowest regional cost within AngloGold Ashanti with CC&V ($640 per ounce) and Cerro Vanguardia ($644 per ounce) being the lowest and third lowest, respectively, of all group operations.

Capital expenditure

Capital expenditure was largely invested in the implementation of various projects such as the Córrego do Sítio Sulphide project in Brazil (14 percent), the MLE/MLE2 projects in the United States (22 percent), and the heap leaching project in Argentina (5 percent). Other mine development in Argentina and Brazil (19 percent), and other capital expenditure (38 percent) complete the balance of the capital investments in the region.

People

An average of 7,896 people in total were employed in the region during the year, 7 percent more than the 7,389 people employed in 2011. This number was made up of 5,509 (70 percent) permanent employees and 2,387 (30 percent) contractors. This figure excludes the more than 1,200 people employed in Colombia and at the greenfield operations in the region. The Americas Region employs around 12 percent of group employees.

Productivity at these operations is relatively high, at 17.47 ounces per total employees costed in 2012 (2011: 20.70 ounces per total employees costed).

Environment

AGA Mineração won the Environmental Management Award presented by the state of Minas Gerais. Severe drought again had a significant impact on production at CC&V during the year.

Ore reserve

At the end of 2012, the total attributable Ore Reserve for the Americas Region, was 11.01 million ounces (2011: 10.89 million ounces). This makes up around 15 percent of the group’s Ore Reserve.

Growth

Plans are under way to increase production from the Americas Region. At the Brazilian operations, the Córregio do Sítio sulfide project at AGA Mineração is scheduled to reach full production in 2013, with optimization programs to be introduced at the Cuiabá and Lamego operations. In the United States at CC&V, following approval of the second mine life extension project, development has begun.

REVIEW OF PROJECTS

LOGO

In addition to the Mponeng Below 120 project and the Zaaiplaats project in Moab Khotsong, both the South Africa, other growth projects not yet in production are:

Projects

Continental Africa: Democratic Republic of the Congo (DRC)

1

Kibali

2

Mongbwalu

Australasia: Australia

3

Tropicana

Americas: Colombia

4

Gramalote

5

La Colosa

Continental Africa: Kibali, DRC

Description

The Kibali greenfields project is currently in the development and construction phase, after receiving board approval in May 2012. Pre-development work began in early 2011 and first gold production is anticipated in late 2013. The Kibali mine will comprise an integrated open-pit and underground mining operation, feeding a larger 6 million tonnes per annum processing plant which will include a full flotation section for treating sulfide ore. The complex will ultimately be supplied by four hydropower stations supported by thermal power during low rainfall periods and as back-up. The development and construction of Kibali has been divided into two phases:

Phase 1 includes the initial open-pit operations, metallurgical plant, the first phase of the tailings storage facility, the first of the hydropower stations, the back-up power plant and all shared infrastructure.

Phase 2 extends over the entire four-year period, and focuses mainly on the development of the underground mine, including a twin decline and vertical shaft system.

Location

Kibali lies in the northeastern area of the DRC, adjacent to the town of Doko, a staging point for the project and some 9 kilometers from the town of Watsa and 180 kilometers by road from Arua, on the Ugandan border.

Ownership structure

Joint venture between AngloGold Ashanti (45 percent), Randgold Resources Limited (45 percent) with Société des Mines d’Or de Kilo-Moto (SOKIMO), a state-owned gold company owning the balance. Randgold Resources is the operator and project manager.

Kibali – performance in 2012

Safety and health

Lost-time injuries are receiving continued focus with continuous safety training and awareness initiatives in place. A transport management plan has been implemented to address vehicle safety, speeding and dust suppression. The Congolese Safety Officers will be utilized to help monitor and enforce vehicle safety.

Malaria incidence remains high, with 2,951 cases reported for the project to date. The Malaria Vector Control program has been updated to include bush clearing and bi-monthly spraying of all accommodation and work sites. A medical outpost facility has been established and is operating at the remote Nzoro camp.

Mining and processing developments

2012 was key in the development of Kibali, and was marked by a significant ramp- up in construction activity. Mining in the open-pit began in July 2012 and the boxcut for the project’s underground twin-decline section is nearing completion. The mill and hydro-turbine manufacture is complete. The development of twin-declines and the sinking of the vertical shaft for the underground mine is tracking behind schedule, while the additional open-cut satellite ore source potential could offset the risk of delays. Two 7 megawatt mills were delivered to the Kibali mine in November 2012. In parallel with the construction of the metallurgical plant which began in August 2012, construction of the steelwork for the CIL plant and the primary crusher and conveyor facilities is progressing. Additional earthwork capability has been mobilized to address delays in site establishment. Capital expenditure was $263 million (45 percent attributable) during the year and increased significantly in the fourth quarter with the start of decline activities and mobilization of the shaft and metallurgical infrastructure.

Exploration developments

Grade control drilling program continued during the year at the KCD deposit, with 91,734 meters completed. Drilling results confirmed areas of high grade shoots.

Continental Africa: Mongbwalu, DRC

Description

Preparatory work at this greenfield project has been completed. Belgian mining companies operated on a relatively small scale in the area for about 50 years before leaving in 1961, while SOKIMO began mining in 1966. The venture held 18 mining licenses which was reduced to 15 licenses totalling 3,784km² after the retrocession to SOKIMO of a total of 1,823km². The Akwé Exploration Licence (399km²) is being transferred to Ashanti Goldfields Kilo (AGK). The initial project will be designed and built with a view to increasing its size as the aggressive regional exploration program identifies new sources of ore. Further exploration was authorized in early 2013 along with a study to optimize the Mongbwalu project.

Location

Located in northeastern DRC, near to the town of Bunia and to the southeast of the group’s Kibali joint venture project. The concession area is in the highly prospective Kilo gold belt.

Ownership structure

Operated by AGK, a joint venture between AngloGold Ashanti Limited (86.22 percent) and SOKIMO, a state-owned gold mining company.

Mongbwalu – performance in 2012

Safety and health

Safety remains an area of concern and the development of a safety culture is an important area of focus. Among the initiatives undertaken during the year were: daily toolbox talks; inspections; weekly focus topics; helicopter hoist training; hazard and risk management training; gap analysis of all company and contractor vehicles; intermediate incident investigation program; vehicle driving training; and a fit-for-work medical examination process was put in place for all employees and all contractors.

A contractor lost his life, following an incident during 2012.

Indoor residual spraying to combat malaria was started in the camps in July 2012. The Malaria Vector Control program has been updated to include bush clearing and bi-monthly spraying of all accommodation and work sites, and may be extended to communities within the project target area.

Exploration progress and developments

The drilling program has confirmed the prospectivity in the region. Several intersections were encountered with gold grades of more than 7 grams per tonne and four deposits identified within two to three kilometers of the proposed mine. Further drilling is required to ascertain the extent of the orebody and the best means of accessing it. Common plant and infrastructure for a second operation could demonstrate the economies of scale which could precipitate a more profitable operation than was originally planned.

A novel development on site has been the application of portable drill rigs, transported across the concession by helicopter. In terms of environmental impact, this is a positive development, reducing the need for access roads and their rehabilitation, while also improving the effectiveness of the drill rigs, with more meters drilled per rig. Given the topography of the area, along with the dense vegetation, this practice has rendered the area far more accessible than conventional methods.

Australasia: Tropicana, Australia

Description

The Tropicana project is at an advanced stage of construction and development. Mining operations will be conducted from open pit mining of the Tropicana and Havanna deposits while surface infrastructure includes a processing plant, accommodation facilities and telecommunications services. The group’s exploration program in the area is vast, covering 13,500km2 along a strike length of 600 kilometers.

Location

Situated in the highly prospective Western Australia, the Tropicana project lies some 330 kilometers north north-east of Kalgoorlie and is 200 kilometers east of Sunrise Dam.

Ownership structure

70 percent owned by AngloGold Ashanti, with the balance held by joint venture partner in the project, Independence Group NL.

Tropicana – performance in 2012

Safety and health

AIFR at Tropicana further improved to 3.03 per million hours worked in 2012 from 5.55 in 2011. The high lost-time injury frequency rate (LTIFR) incidence in the production area remains a concern and an area of focus in spite of the improvement for the year, with the LTIFR reducing from 5.31 in 2011 to 1.01 in 2012. Further concerted effort is needed in this area to achieve the group’s safety strategy and AIFR objective of less than nine per million hours worked. Continuous safety training and awareness initiatives are in place to drive the required high safety standards throughout the project.

Mining and processing developments

The Tropicana gold project progressed well during 2012, despite external challenges from the competitive construction sector in Western Australia and the pressure this placed on skills. The 220 kilometers-long site access road to site was completed in the first half of the year, as was the sealing and approval for the airstrip. This was followed later in the year by completion of the village. The power station contract was also awarded. The mining contractor was mobilized on site and mining started early in the second half of the year. By the end of the year, all remaining tender contracts had been awarded, all within capital forecast estimates. Capital expenditure was $315 million during the year.

Americas: Gramalote, Colombia

Description

This advanced exploration project is expected to be the first major gold mine development in Colombia, and the group’s first operating gold mine there.

Location

110 kilometers northeast of Medellin in the municipality of San Roque, in the department of Antioquia.

Ownership structure

Joint venture between AngloGold Ashanti (51 percent) and Vancouver-based B2Gold Corporation (49 percent).

Gramalote – performance in 2012

Safety and health

There was a significant improvement in safety performance at Gramalote with the implementation of an array of strategies focused on safe work practices. An AIFR was recorded of 5.65 per million hours worked, a dramatic improvement on the AIFR of 16.14 recorded in 2011. The development of occupational health surveillance systems in Colombia was undertaken in the fourth quarter of 2011.

Mining and processing development

The project prefeasibility study was concluded in the fourth quarter of 2012. While the results of this work demonstrated the social, environment and technical viability of the project, several identified optimizations regarding capital and operating aspects of the project remain to be validated. Accordingly, the project team launched an enhanced engineering phase which continues to validate project enhancement opportunities.

Exploration progress and developments

A total of 23,000 meters of drilling has been completed. This has focused on geotechnical, condemnation and resource conversion. The exploration potential in the district is likely high, with a large tenement position that has only been explored in less than 10 percent of its area. CGL is advancing a comprehensive exploration program led by geophysical and geochemical surveys to assist on defining exploration targets that is expected to confirm the mining district (and project) estimated endowment.

Americas: La Colosa, Colombia

Description

La Colosa, which lies in steep terrain in Colombia’s central Cordillera region, is the largest greenfield discovery made by AngloGold Ashanti. The project is at the prefeasibility stage, currently evaluating alternative mining methods, plant locations and related infrastructure. The drilling program is progressing to define the size and extent of the Mineral Resource that has not been constrained in the northwest and is partially open at depth.

Location

14 kilometers west of the town of Cajamarca, in the department of Tolima.

Ownership structure

Exploration rights wholly held by AngloGold Ashanti.

La Colosa – performance in 2012

Safety and health

There was an improvement in safety performance, with the AIFR declining to 4.19 in 2012 from 19.33 in 2011. Continuous training and leadership involvement will be required to maintain and improve on this success. A health baseline study has been initiated with the goal of ensuring that data is available to design and submit a solid health impact assessment to the authorities, within an environmental impact analysis.

Mining and processing developments

Technical work has been undertaken to collect and analyze the information required for pit optimization, geotechnical and hydrogeological studies. The results are being used for pit design, pit slope stability, risk analysis, and capital and operational expenditure estimates. Trade-off studies of mining methods are in progress and extensive metallurgical test work was conducted in 2012. Comminution test work included tests for high pressure grinding rolls (HPGRs) and semi-autogenous (SAG) grinding. An economic evaluation of HPGR versus SAG milling was completed and indicated the favoured route to be conventional SAG/ball milling. Recovery test work included tests for gravity separation, whole ore leaching and flotation/concentrate leaching. An economic trade-off study indicated the preferred flow sheet to be whole ore leaching, with limited benefits of gravity separation. The process engineering phase started in the fourth quarter of 2012.

Developments during the year

Project efforts in 2012 continued to be driven by expansion of the Mineral Resource coupled with on-going efforts to address key social issues within the various stakeholder groups. Key decisions related to ore transportation and the relocation of infrastructure facilities out of the forest reserve area have dramatically changed the definition of the project’s direct and indirect area of influence, and the scope of the environmental and social studies. Additional trade-off studies were necessary to optimize estimates of capital and operating expenditure.

Technical evaluations also continued with the collection and analysis of geotechnical and hydrogeological information required for mine definition, trade-off studies on mining methods and alternatives, metallurgical test work and process definition, and infrastructure design.

GLOBAL EXPLORATION

LOGO

GREENFIELDS EXPLORATION

AngloGold Ashanti holds a total of 69,565km2 of greenfield tenements over which exploration activities are undertaken through joint ventures, strategic alliances or as wholly-owned ground holdings.

During 2012, exploration activities were conducted in 14 countries with over 364,994 meters of diamond, reverse circulation and aircore drilling completed, compared to 213,441 meters in 2011. Drilling programs aimed to test new high-priority targets in Australia, Brazil, Tanzania, the DRC and the Solomon Islands, and continued to delineate existing discoveries in Guinea, Egypt and Colombia.

In the Americas, the principal area of focus has been to advance exploration on a number of key projects in Colombia, including an advanced-stage diamond drill campaign at the Nuevo Chaquiro target, Quebradona project (AngloGold Ashanti/B2Gold joint venture). The Nuevo Chaquiro target is a newly identified porphyry-related, copper-gold mineralized system located within the Western Cordillera of Colombia.

In 2012, about 20,700 meters of diamond drilling has tested this porphyry copper and gold mineralized stockwork zone. Long intersections of copper mineralization with gold credits indicate good continuity within the zone and it has been intersected at depths from about 400 meters to over 900 meters below surface.

In Brazil, a joint venture was signed with Graben Mineração to explore its tenement holding in the highly prospective Juruena Belt while generative work continued in Argentina and the United States.

In sub-Saharan Africa, drilling continued to delineate significant mineralization at the Saraya and Kounkoun prospects, both located within 50 kilometers of the Siguiri mine in Guinea. At the Saraya prospect 9,230 meters was drilled to infill and define the extensions of the mineralized zone from which ore-grade mineralization was intersected in several holes. The zone has now been delineated over 1,300 meters in strike and from surface to 200 meters in depth. At Kounkoun about 56,000 meters was drilled with numerous shallow oxide ore-grade gold intersections indicating further good potential. In the DRC and Tanzania, preliminary diamond drill testing of coincident gold-in-soil and geophysical anomalies was completed.

In the Middle East and North Africa, exploration is conducted through a regional strategic alliance with Dubai-based Thani Investments. The alliance has made significant progress in advancing its Hutite orogenic gold discovery in Egypt and has also made further discoveries such as the Pandora epithermal system, in partnership with Stratex International, in Djibouti. Early stage exploration activities continued in both Ethiopia and Eritrea while project generation activities continued in Saudi Arabia where a number of tenement applications have been made.

In the Solomon Islands, the joint venture with XDM Resources Limited has been expanded to include additional projects within the prospective New Georgia Belt, consolidating the island chain. Exploration is now focused on the discovery of large porphyry and epithermal gold deposits. Generative exploration activities were completed at Kele, Mase, Tirua and Paraso while diamond drilling was also completed at Kele, Tirua and Mase.

In Western Australia, the Tropicana joint venture continues to systematically explore the highly prospective Tropicana Belt through auger surface geochemical sampling and follow-up aircore, reverse circulation and diamond drilling. At the wholly owned Viking project, immediately southwest of the Tropicana JV, aircore and diamond drilling at the Beaker prospect has intercepted potentially significant gold mineralisation. In South Australia, diamond drill testing of conceptual iron oxide copper-gold (IOCG) targets was completed at the Coronation Bore prospect, in joint venture with Stellar Resources.

Brownfields exploration

South Africa

A total of 22 surface holes were drilled during the year, six at Moab Khotsong, three at Mponeng (WUDLs) and 12 shallower surface holes were completed to the west of Kopanang, while one is still currently being drilled.

At Moab Khotsong, borehole MGR8 continued advancing its long deflection to the north. It was stopped due to budgetary constraints in the last quarter, but the site was not rehabilitated as the hole will continue as soon as funding is available. The drilling of the long deflection to the south in MGR6 continued. MHH2 advanced to a depth of 2,880 meters and progress was delayed by a series of in-hole technical difficulties. Diamond drilling started at MCY6 and advanced the hole to 1,998 meters. A high speed drilling program started to confirm the structure in the center of the main Zaaiplaats block, borehole MMB6 progressed to 2,541 meters and borehole MMB7 advanced to 1,134 meters.

A new generation, high resolution 3-D seismic survey was completed over the Project Zaaiplaats Phase 3 area.

Three holes are currently being drilled on the WUDLs Mining Rights extension of Mponeng Mine. These holes are all targeting the Ventersdorp Contact Reef. All the holes experienced significant loss of drill fluids and required multiple grouting operations. UD51 by year end had reached a depth of 3,582 meters in the Klipriviersberg lavas. UD59 advanced to 2,446 meters in the Klipriviersberg lavas and UD60 drilled to 1,556 meters.

The drilling of a series of shallow surface holes (500 meters – 1,400 meters) to the west of Kopanang continued during the year. A total of six holes targeting the Ventersdorp Contact Reef and six holes targeting the Vaal Reef were completed during the year.

Argentina

At Cerro Vanguardia, the drilling programs for Mineral Resource expansion and exploration continued during the year. Follow up drilling for vein extensions along strike and at depth was able to expand mill ore. Exploration and Mineral Resource modeling were able to identify opportunities for material to be processed at the heap leach facility. Exploration activities and drilling were completed based on geophysical surveys and target identification studies conducted at the El Volcan project during the year.

Brazil

In the Iron Quadrangle, the Mineral Resource development drilling programs continued at the Cuiabá and Lamego mines with renewed emphasis on support to long-term planning and Mineral Resource definition. The surface drilling programs at the Córrego do Sítio project continued to expand the oxide Mineral Resource, while underground drilling at Córrego do Sítio focused on developing the Sangue do Boi sulfide Mineral Resource for production. Exploration work beyond the production centers included follow up underground drilling at Raposos. Regional exploration programs were conducted at the Pari and Morro da Gloria projects.

At Serra Grande, the second year of fast track exploration program was completed with additional expansion of the Mineral Resource. The program was focused on additions in the Pequizão, Mina Nova, Mina III and Structure NW/Cajueiro targets. Geophysical surveys and soil sampling campaigns continued to be useful methods for target identification in preparation for drilling programs at the Cajueiro, Structure NW and Boa Vista (Votorantim Metais JV) regional targets.

Colombia

Exploration in the Gramalote area was focused on infill drilling to support the update of the Mineral Resource estimation for the Gramalote Central deposit. Drilling programs were also conducted for nearby satellite targets at Monjas West, Trinidad, and El Limon. As part of the prefeasibility study, additional infrastructure and geotechnical drill holes were completed to support highwall design and condemnation drilling for the proposed plant site, waste rock, and tailings storage facilities.

At La Colosa, the Mineral Resource development drilling program continued with four drills operating through most of the year. The geological model was updated during the year to support a significant Mineral Resource addition that came through expansion of the deposit to the northwest and at depth. Other drilling continued as support for site characterization and infrastructure site selection studies.

United States

The Mineral Resource development drilling program continued during the year at CC&V. Work focused on infill drilling to improve the definition of material within the current mine designs that will feed the planned mill facility. Other drilling was directed toward identifying expansion opportunities for the current open pit operations through highwall cutbacks. Selective drilling was also conducted to test deeper targets below or adjacent to planned open pit designs that may provide additional mill feed material potential.

Tanzania

At Geita, Mineral Resource upgrade and extension drilling was completed at the Geita Hill, Nyankanga and Star & Comet operations. Limited pre-resource drilling programs were undertaken to test exploration targets. The infill drilling campaigns aimed at increasing the confidence level of the Mineral Resource base and to allow for Mineral Resource to Ore Reserve conversion. A total of 440 holes for 85,221 meters were completed, with 67,738 samples submitted for gold assay.

As a result of this extensive drilling campaign, positive analytical results were received for holes drilled at Nyankanga Cut 7 OP, Geita Hill East and West, Star & Comet – Ridge 8 Gap, Ridge 8, Nyankanga Block 1 & 2, Kukuluma, Matandani and Area 3 West areas. However, poor analytical results were received for the Geita Hill Waste Dump sterilization program.

Drilling of down-dip extensions outside of the existing Nyankanga pit shell continue to support and extend underground potential at Geita.

Pit-scale structural mapping was completed at Nyankanga, Geita Hill and Star & Comet. This detailed mapping has provided resolution to the understanding of the geological model over the respective areas. Induced polarization (IP), gravity and electromagnetic geophysical surveys were also undertaken during the year and assisted with target generation.

Guinea

At Siguiri, exploration activities focused on the Block 1 license area with a total of 144,908 meters drilled during the year. Infill Mineral Resource drilling of 86,552 meters took place along the main northsouth trending Siguiri mineralized area, as well as an aggressive reconnaissance drilling program of 34,145 meters over soil anomalies and structural targets.

Significant drilling activities took place in the Sintroko-Sokunu, Tailings Facility, Silakoro, Kami- Kossise-Kozan, Sanu Tinti-Eureka-Kalamagna, Balato, and Kintinian areas. Fresh rock drilling centred on the hard rock mineralization potential below the pits of Kami NE, Kozan South, Kalamagna Pit 1, Sanu Tinti and Bidini and confirms the continuation of the mineralized ore zones below the oxide- fresh rock interface. In total, 8,824 meters were drilled for fresh rock exploration purposes.

The target generation program in Block 1 continued to center on IP surveys over selected soil geochemical and structural target areas. IP surveys were completed at Silakoro, Sintroko South and Komatiguiya. Gravity surveys were also completed over Silakoro and Sintroko South target areas. No surface geochemical soil sampling took place.

Ghana

At Obuasi, a total of 12,169 meters was drilled, with 4,805 meters from underground exploration and 7,364 meters from surface exploration activities. Surface exploration focused on the Rusty Monkey target, with 16 holes completed for a total of 5,659 meters.

Underground exploration continued to focus on the BSVS project area below 50 Level, with drilling designed to upgrade the existing Mineral Resource and test the down dip extensions of quartz and sulfide mineralization hosted within the carbonaceous and graphitic shear zones present in the area below Block 10 to -1390RL. Above 50 Level, drilling also commenced in Sansu 3 area during November to upgrade the Mineral Resource in Red Zone 9 area.

Field mapping and sampling to generate drill targets and enhance and refine geological understanding continued throughout the year.

A total of 13,227 meters of drilling was completed at Iduapriem. The focus was on Mineral Resource conversion drilling to facilitate the on-going Iduapriem expansion study, specifically at Block 3W and Blocks 7 and 8. A sterilization drilling program of 3,084 meters was carried out at the proposed location of the Ajopa waste dump from August to October 2012.

The geological modelling of Blocks 1, 2, 3, 3W, 4 and 5 to investigate the potential underground extraction of mineralization below the open pittable Mineral Resource has been completed.

DRC

At Mongbwalu, a total of 30,000 meters of brownfield exploration drilling was carried out. Drilling focused on infill Mineral Resource drilling within the main Adidi-Mongbwalu Mine area. Sterilization drilling was undertaken over both the portal, plant and camp areas. Additionally, over 18,000 meters of greenfield drilling was completed in the year under review. Limited reconnaissance drilling was completed in the Adidi North and Tchangaboli areas.

Total diamond drilling at Kibali was 18,000 meters. At the KCD deposit, a data review identified an area at the down plunge termination of the 5000 lode stope designs that has potential for Mineral Resource conversion and extension. Results to date are encouraging and compare positively with the current interpolated block model values; however, a potential loss was identified in the 3000 lode with some intersections lower than those predicted by the block model. The KCD deposit remains open down plunge and there are further opportunities for the conversion of Inferred Mineral Resource, most notably in the 9000 lode.

Within a 10 kilometer radius of the main Sessenge-KCD deposit, there are a number of satellite deposits which are considered to have significant upside, either having very limited drilling or drilling only to relatively shallow depths. Kombokolo, Gorumbwa, Pakaka, Agbarabo and Mengu Hill are priority targets which form part of the endowment development plan for near mine site targets.

At Gorumbwa, drilling results confirmed the current model and further defined the depletion of underground Mineral Resource by historic mining activities. The drilling has the potential to allow for the conversion of a significant proportion of the current Mineral Resource into Ore Reserve and suggests further open pit potential.

At Mengu Village and Mengu Hill, an 18-hole shallow pitting program was designed and completed in November to test for the up-plunge continuation of mineralization beyond available drill data. Results received to date have confirmed the presence of a significant mineralized system.

Mali

A total of 119,554 meters of reverse circulation (RC) and diamond drilling were completed at Sadiola and Yatela.

At Sadiola, 48,490 meters of RC drilling was concentrated at Tambali, FE Gap, S12, Sadiola NE and the sub-laterite targets of Mandakoto and Sekokoto. Diamond drilling of the deep sulfide targets below the Sadiola Sulphide Project was conducted. Further core drilling focused on sulfide exploration below FE 3 and 4 and Tambali pits and follow-up drilling for geology and structural interpretation at Tabakoto and S12. Sterilization drilling of 9,854 meters was successfully conducted at Tambali and over the proposed TSF and SSP infrastructure.

The S12 target at Sadiola, west of the FE3 pits, was one of the most prospective areas drilled during the year. Good results have been returned from both oxide and shallow sulfide intersections, with further drilling planned. Follow up drilling at Mandakoto confirmed the extension of northeast-southwest mineralization. At Tambali, drilling around the planned pit areas indicates the potential for extension of the current oxide Mineral Resource and sulfide potential at depth.

Exploration at Yatela consisted of 59,192 meters RC drilling at Yatela NE, KW18, Alamoutala, Yatela Diorite, Badji and Yiri. Diamond drilling totaled 2,608 meters. Approximately 11 percent of the RC drilling was conducted over proposed waste dump areas for sterilization purposes.

An IP geophysical survey at Sadiola-Yatela commenced in June and has been partially completed, with some delays experienced due to logistical factors and weather. Hyperspectral core imaging of 93,000 meters of core was completed and will provide alteration based vectors for exploration targeting and predictive metallurgy.

A comprehensive termite mound sampling program was undertaken over the entire Sadiola concession during 2012. The program has been successful in highlighting prospective areas on the lease along the FE trend and northeast extensions of the Sadiola mineralization. Termite mound sampling was also started at Yatela and will continue next year. Portable XRF analysis of all termite mound samples is ongoing to provide multi-element data and identify potential pathfinder elements for target generation.

A three-year research program by the Centre for Exploration Targeting (CET) from the University of Western Australia commenced in early 2012. The objective of this project is to review and enhance the geological understanding of the Sadiola-Yatela deposit. This will inform further exploration programs within the area.

Namibia

At Navachab, 23,741 meters of drilling was completed over several areas, with the emphasis on the expansion project, Main Pit down-plunge extension area, and the Okahandja targets.

Drilling of the expansion project consisted of 7,105 meters diamond drilling for Mineral Resource upgrades and 4,846 meters RC drilling, mainly for sterilization purposes, over the waste dump area. A total of 7,495 meters of diamond drilling was completed in the lower schist down-plunge target at the Main Pit.

Off-mine exploration focused on the Okahandja target area, with 2,127 meters of drilling to test the geophysical and soil geochemical targets generated at Agagia. Soil geochemical sampling was conducted at the Cox Montis target.

Australia

At Tropicana, a revised Mineral Resource estimate was prepared. Open Pit Resources are now reported within an A$1,500 per ounce pit shell. The study will consider the trade-off between open pit and underground mining options and will provide recommendations as to the optimal mining approach. Study work has commenced with metallurgical testing underway and a mining and geotechnical review.

Drilling of 38,336 meters for the Havana Deeps prefeasibility study was completed during the year while 14,221 meters of drilling of near-mine targets continued during the year. Drilling completed on the Havana-Tropicana trend, the Springbok/Hat Trick area and Boston Shaker.

Exploration at Sunrise Dam focused on growing the Mineral Resource base so that Sunrise Dam has the platform from which it can deliver its business plan each year. This was achieved through the specific work that includes:

in-mine exploration (35,739 meters), which extends the known Mineral Resource in areas proximal to existing development; and

near-mine exploration, which determines an understanding of the potential for Sunrise Dam, through specific geological characterization, and explores the areas around the mine and within enveloping tenure of 2,932 meters. This forms part of the mine life expansion project of 47,569 meters and includes the Vogue Mineral Resource of 28,897 meters.

A total of 115,137 meters was drilled in 420 drill holes. Drilling (66 percent) focused on deep extensions and longer-term Mineral Resource growth of the Vogue, Carey Shear and Astro-Sunrise Shear Lodes, whilst 33 percent of the drilling focused on in-mine exploration and mineral resource extension.

ANGLOGOLD ASHANTI / DE BEERS JOINT VENTURE

In South African Sea Areas (SASA), a drilling program was concluded in February with a total of 87 boreholes drilled. All but 3.5 percent of samples taken over the 260 x 60 kilometers exploration area contained gold. This suggests that the exploration is taking place within a significant gold province but that this search now needs to be narrowed down geologically to target areas of higher potential.

A full review of all data collected to date was conducted by the joint venture around mid-year and a number of work flows were identified for completion prior to a further review.

In Nome, the environmental baseline studies field work was successfully completed and the first draft report issued. Side scan sonar, swath bathymetry and 2D seismics survey were completed (3,997 line kilometers). Interpretation of the geophysical data has been completed and an initial geophysical model developed.

A ship-based sonic core drilling campaign was completed during the summer season and 454 meters of core retrieved. This core was transported to Cape Town where initial logging and sampling has started. A conceptual economic study was completed and indicated that a positive business case was possible.

4C.

ORGANIZATIONAL STRUCTURE

GROUP STRUCTURE

AngloGold Ashanti’s operations are divided into the following regions:

South Africa – operations in Vaal River and West Wits;

Continental Africa – operations in Ghana, Guinea, Namibia and Tanzania and joint venture operations in the DRC and Mali;

Australasia – operation in Australia; and

Americas – operations in Argentina, Brazil and the United States.

The above four regions also correspond to AngloGold Ashanti’s four business segments.

Management of the group is entrusted to AngloGold Ashanti’s executive committee which is chaired by the Chief Executive Officer. See “Item 6.: Directors, executive management and employees”.

Support is provided to the executive committee in managing AngloGold Ashanti’s corporate activities at both the central and local levels. Activities managed centrally include strategic and business planning, marketing, corporate finance, treasury, exploration, technology and innovation, corporate secretarial and corporate affairs. Specialized services directed from the center but managed by local operations include mining, engineering, metallurgy, mineral resource management, safety and health, the environment and human resources.

SUBSIDIARIES

AngloGold Ashanti has investments in principal subsidiaries and joint venture interests, see “Item 19.: Exhibits – Exhibit 19.8 List of AngloGold Ashanti Limited subsidiaries” for details.

4D.

PROPERTY, PLANTS AND EQUIPMENT

AngloGold Ashanti’s operating mines are all accessible by road.

SOUTH AFRICA - GEOLOGY

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

Gold occurs in laterally extensive quartz pebble conglomerate horizons or reefs, generally less than two meters thick, which are widely considered to represent laterally extensive braided fluvial deposits. Separate fan systems were developed at different entry points and these are preserved as distinct goldfields. The most fundamental control to the gold distribution in the Basin remains the sedimentary features, such as facies variations and channel directions. Gold generally occurs in native form often associated with pyrite and carbon, with quartz being the main gangue mineral.

Operations in the South Africa region are powered by electricity from Eskom Holdings Limited which supplies 95 percent of the electricity used in South Africa.

Vaal River operations

Description

The Vaal River operations consist of Great Noligwa, Kopanang, Moab Khotsong as well as surface operations.

Geology

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

The Vaal Reef contains approximately 85 percent of the reserve tonnage with mining grades between 10 and 20g/t and comprises a series of oligomictic conglomerates and quartzite packages developed on successive unconformities. Several distinct facies have been identified, each with its unique gold distribution and grade characteristic.

The VCR has a lower grade than the Vaal Reef, and contains approximately 15 percent of the estimated reserves. The economic portion is mainly concentrated in the western part of the lease area and can take the form of a massive conglomerate, a pyritic sand unit with intermittent pebble layers or a thin conglomerate horizon. The reef is located at the contact between the overlying Kliprivierberg Lavas of the Ventersdorp SuperGroup and the underlying sediments of the Witwatersrand SuperGroup which creates a distinctive seismic reflector. The VCR is located up to one kilometer above the Vaal Reef.

The “C” Reef is a thin, small pebble conglomerate with a carbon-rich basal contact, located approximately 270 meters above the Vaal Reef. It has less than 1 percent of the estimated reserves with grades similar to the Vaal Reef, but is more erratic. The most significant structural features are the north-east striking normal faults which dip to the north-west and south-east, resulting in zones of fault loss.

Vaal River – Summary of metallurgical operations

    West Gold
Plant
   East Gold
Acid and
Float Plant
   Noligwa
Gold Plant
   Mispah Gold
Plant
   Kopanang  
Gold Plant  
 

 Gold plants

          

  Capacity (000 tonnes/month)

   180    309    263    140    420   

 Uranium plants

          

  Capacity (000 tonnes/month)

             263         –    

Vaal River – Great Noligwa

Description

Great Noligwa, which began operations in 1972, is a mature operation which adjoins Kopanang and Moab Khotsong and is located close to the town of Orkney, near the Vaal River. The Vaal Reef, the operation’s primary reef, and the Crystalkop Reef, a secondary reef, are mined from a twin-shaft system over eight main levels at an average depth of 2,400 meters. Given the geological complexity of the orebody at Great Noligwa, a pillar mining method is employed.

The mine shares a milling and treatment circuit with Moab Khotsong and Kopanang.

Vaal River – Kopanang

Description

Kopanang is located in the Free State province, roughly 170 kilometers south-west of Johannesburg and approximately 10 kilometers southeast of the town of Orkney on a lease area of 35km2. The operation which started in 1984 is west of neighbour Great Noligwa and bound to the south by the Jersey Fault. Gold is the primary output with uranium oxide as a by-product from a single shaft system to a depth of 2,600 meters.

Kopanang almost exclusively exploits the Vaal Reef, although minor amounts of gold are also extracted from the secondary Crystalkop Reef. Given the geologically complex orebody, scattered mining is used.

Vaal River – Moab Khotsong

Description

Moab Khotsong started operations in 2003 and is AGA’s newest gold mine in South Africa. It is situated near Orkney, Klerksdorp and Viljoenskroon, about 180 kilometers southwest of Johannesburg. Stoping operations began in November 2003, with the mine expected to reach full production in 2013. Given the geological complexity of the Vaal Reef, scattered mining is employed.

The Zaaiplaats orebody in the Moab Khotsong lease area presents a significant growth opportunity and capital has been allocated to support its development in phases.

Surface operations

Description

Surface operations (metallurgy) extract gold from marginal ore dumps and tailings storage facilities on surface at various Vaal River and West Wits operations where there is more metallurgical capacity than reef mined. Uranium is produced as a by-product. In addition, backfill product is used as support in mining operations. The surface operation includes the rail transport infrastructure, the Vaal River and West Wits Laboratories and tailings management facilities. Although there is more than one surface operation they are technically reported as one.

Mine Waste Solutions

Description

MWS is a gold and uranium tailings recovery operation located in the western portion of the Witwatersrand Basin, some 160 kilometers from Johannesburg approximately 8 kilometers from the town of Klerksdorp near Stilfontein in the North West Province. It has been operational since 1964 and was previously owned by First Uranium Corp.

The Project consists of 14 tailings dams, which are made up of deposits from three gold and uranium mines that operated for 50 years.

The tailings dams are scattered over an area that stretches approximately 13.5 kilometers north to south and 14 kilometers east to west. The footprints of the 14 tailings dams cover an area of approximately 1,100 hectares.

The MWS gold plants have the capacity to treat tailings of 1,93 million tonnes per month. The uranium plant has a design capacity of 135,000 tonnes per months and plan construction is expected to be completed by the last quarter of 2013.

Geology

MWS lies within the Witwatersrand Basin, an Archaean sedimentary basin which was deposited over a protracted time period, whose surface expression is an elongate structure that extends longitudinally for approximately 300 kilometers northeast-southwest by 100 kilometers northwest-southeast.

The tailings dams are comprised of tailings material which originated from the processing of underground ore from Buffelsfontein Gold mine (“BGM”) and the now defunct Stilfontein Gold Mine (“SGM”). Both BGM and SGM predominately extracted gold from conglomerate refs of the Witwatersrand Basin. The material contained in the tailings dams is generally fine.

West Wits operations

Description

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

Geology

Two reef horizons are exploited at the West Wits operations, the Ventersdorp contact Reef (VCR) located at the top of the Central Rand Group and the Carbon Leader Reef (CLR) near the base. The separation between the two reefs increases from east to west from 400 to 900 meters, due to unconformity in the VCR. TauTona and Savuka exploit both reefs, whereas Mponeng only mines the VCR. Faults of greater than 70 meters are rare. The CLR consists of one or more conglomerate units and varies from several centimeters to more than three meters in thickness. Regionally, the VCR dips at approximately 21 degrees but may vary between 5 degrees and 50 degrees, accompanied by changes in thickness of the conglomerate units. Where the conglomerate has the attitude of the regional dip, it tends to be thick, well-developed and accompanied by higher gold accumulations. Where the attitude departs significantly from the regional dip, the reef is thin, varying from several centimeters to more than three meters in thickness.

West Wits – Mponeng

Description

Mponeng, in operation since 1986, is located between the towns of Carletonville and Fochville on the border between Gauteng and the North West Province, southwest of Johannesburg. The operation, the world’s deepest mine, extracts the Ventersdorp Contact Reef (VCR) at depths between 2,400 meters and 3,900 meters through sequential-grid mining. The Mponeng lease area is constrained to the north by the TauTona and Savuka mines, to the east by Gold Fields’ Driefontein mine and to the west by Harmony’s Kusasalethu mine. Mponeng comprises a twin-shaft system housing two surface shafts and two sub-shafts. Ore is treated and smelted at the mine’s gold plant. The plant has a monthly capacity of 165 000 tonnes.

West Wits – TauTona

Description

TauTona lies on the West Wits Line, just south of Carletonville in Gauteng, about 70 kilometers southwest of Johannesburg. In operation since 1961, mining takes place at depths of 1,850 meters to 3,450 meters. The mine has a three-shaft system, supported by secondary and tertiary shafts, and is in the process of converting from longwall to scattered-grid mining. The change in mining method was necessitated by the increasingly complex geology being encountered and the unsuitability of the current method for mining through the Pretorius fault. This change is also expected to improve safety.

West Wits – Savuka

Description

Savuka is situated on the West Wits line in the province of Gauteng, close to the town of Carletonville and approximately 70 kilometers southwest of Johannesburg. The Carbon Leader Reef (CLR) is mined at depths varying between 3,137 meters and 3,457 meters below surface and the Ventersdorp Contact Reef (VCR) at a depth of 1,808 meters below surface.

Savuka shares a processing plant with neighbouring TauTona and has been operational since 1962. The gold plant has a monthly capacity of 160 000 tonnes.

The West Wits team conducted an investigation into the incorporation of Savuka, which is nearing the end of its working life, into either TauTona or Mponeng. Post year-end, the investigation concluded that the optimal, most efficient solution to accessing Savuka’s remaining Ore Reserves would be via TauTona’s infrastructure.

From January 1, 2013 Savuka and TauTona operate as a single mine.

CONTINENTAL AFRICA

GHANA - Summary of metallurgical operations

   Obuasi  

        Iduapriem

Plant

 
   Sulfide Treatment
Plant
  

Tailings

Treatment Plant

  

Capacity (000 tonnes/month)

  195    180    385  

Ghana – Iduapriem

Description

Iduapriem, wholly owned by AngloGold Ashanti since September 2007, comprises the Iduapriem and Teberebie properties on a 110km2 concession. The mine, which began operations in 1992, is situated in the western region of Ghana, some 70 kilometers north of the coastal city of Takoradi and 10 kilometers southwest of Tarkwa.

Iduapriem is an open-pit mine and its processing facilities include a Carbon-in-pulp (CIP) plant.

Geology

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

Ghana – Obuasi

Description

Obuasi, wholly owned by AngloGold Ashanti since 2004, is located in the Ashanti Region of Ghana, approximately 60 kilometers south of Kumasi. Mining operations are primarily underground, to a depth of 1.5 kilometers. However, some surface mining in the form of open pit and tailings reclamation also occurs. Obuasi originally opened in 1897.

Geology

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

Two main ore types are mined:

quartz veins which consist mainly of quartz with free gold in association with lesser amounts of various metal sulfides such as iron, zinc, lead and copper. The gold particles are generally fine-grained and occasionally are visible to the naked eye. This ore type is generally non-refractory; and

sulfide ore which is characterized by the inclusion of gold in the crystal structure of a sulfide material. The gold in these ores is fine-grained and often locked in arsenopyrite. Higher gold grades tend to be associated with finer grained arsenopyrite crystals. Other prominent minerals include quartz, chlorite and sericite. Sulfide ore is generally refractory.

Power is supplied to the mines by the Volta River Authority.

GUINEA

Description

Siguiri, a multiple open-pit oxide gold mine which opened in 1997, is AngloGold Ashanti’s sole operation in the Republic of Guinea. It is located in the district of Siguiri, around 850 kilometers northeast of the country’s capital Conakry. Conventional mining activities are performed by contractors in multiple open pits using conventional techniques. On surface, Siguiri’s gold processing plant treats about 960,000 tonnes per month. Power to the mine is self-generated.

AngloGold Ashanti holds an 85 percent interest in Siguiri and the balance of 15 percent is held by the Government of Guinea.

Geology

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

laterite or CAP mineralization which occurs as aprons of colluvial or as palaeo-channels of alluvial lateritic gravel adjacent to, and immediately above; and

in-situ quartz-vein related mineralization hosted in meta-sediments with the better mineralization associated with vein stockworks that occurs preferentially in the coarser, brittle siltstones and sandstones.

The mineralized rocks have been deeply weathered to below 100 meters in places to form saprolite or SAP mineralization. With the percentage of available CAP ore decreasing, a carbon-in-pulp (CIP) plant is used to treat predominantly SAP ore.

MALI

AngloGold Ashanti has interests in three gold mining operations in Mali, namely, Sadiola, Yatela and Morila. It manages two of these operations, Sadiola and Yatela.

Mali – Morila (attributable 40 percent)

Description

The Morila mine has operated for 13 years and is situated 180 kilometers southeast of Bamako, the capital of Mali. The operation treats low-grade stockpiles while the plant, which incorporates a conventional carbon-in-leach process with an upfront gravity section to extract the free gold, has annual throughput capacity of 4.3 million tonnes. Since mining was concluded in 2009 with the depletion of the orebody, operations at Morila currently involve processing of the stockpile which stood at 5 million tonnes (marginal ore and marginal waste) as at year-end. Power is supplied by a subcontractor.

AngloGold Ashanti has an effective 40 percent stake in Morila, as does Randgold Resources Limited (which manages the mine). The Government of Mali owns the remaining 20 percent.

Geology

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

Mali – Sadiola (attributable 41 percent)

Description

The Sadiola mine is situated in western Mali, some 77 kilometers south-southwest of the regional capital Kayes. The mine is a joint venture between AngloGold Ashanti (41 percent) and IAMGOLD (41 percent) and the government of Mali (18 percent). The mine has been operating under the current ownership structure since 1996. Mining activities take place in five open pits. On-site surface infrastructure includes a 4.9 million tonnes per annum carbon-in-leach gold plant where the ore is eluted and smelted. Sadiola’s future lies in the expansion of the Sadiola main pit and a new plant. Power to the Sadiola and Yatela mines is self-generated.

Geology

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

Mali – Yatela (attributable 40 percent)

Description

Yatela, operational since 2001, is 80 percent owned by the Sadiola Exploration Company Limited, a joint venture between AngloGold Ashanti and IAMGOLD, giving each a 40 percent stake in Yatela. The balance of 20 percent is owned by the government of Mali.

The Yatela mine is situated in western Mali, some 25 kilometers north of Sadiola and approximately 50 kilometers south-southwest of the regional capital Kayes. Ore extraction has been conducted from a number of pits in which mining in most of these pits has been completed.

For the remaining years of the life of mine, the focus will be on a final cutback in Yatela Main pit as well as a new pit north of the Yatela Main pit. The ore mined is treated on heap-leach pads together with carbon loading. The carbon is then transported to Sadiola for elution and smelting.

Geology

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

NAMIBIA

Namibia – Navachab

Description

The Navachab gold mine is situated near the town of Karibib, some 170 kilometers northwest of the capital Windhoek and 171 kilometers inland on the southwest coast of Africa.

Navachab, which began operations in 1989, is an open-pit mine with a processing plant which includes a mill as well as CIP and electro-winning facilities, all with a monthly capacity of 120,000 tonnes.

Geology

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

AUSTRALASIA

Australia

Sunrise Dam

3.43.63.62.392.163.222582463961,1781,362692352729

AMERICAS

Argentina

Cerro Vanguardia (92.5 percent)

1.71.01.06.486.236.11219196194644403366707338

Brazil

AGA Mineração(3)

2.21.71.66.077.437.21388361338711571444162259142

Serra Grande(6)

0.90.60.63.363.594.05986777827851481332226

United States of America

Cripple Creek & Victor(4)

20.920.320.60.400.390.432472672336405695001006773
(1)

Sold effective August 1, 2010.

(2)

Effective July 20, 2012, AngloGold Ashanti acquired 100 percent of First Uranium (Pty) Limited which, owns MWS.

(3)

The yields of TauTona, Obuasi and AGA Mineração represent underground operations.

(4)

The yields of Yatela and Cripple Creek & Victor reflect recoverable gold placed/tonnes placed from heap leach operations.

(5)

Equity-accounted investments.

(6)

Effective July 1, 2012 AngloGold Ashanti increased its holding from 50 percent to 100 percent.

Rounding of figures may result in computational discrepancies.

SOUTH AFRICA

LOGO

AngloGold Ashanti’s South African operations comprise six deep-level mines and surface operations including MWS. They are:

The Vaal River operations – Great Noligwa, Kopanang, Moab Khotsong and the surface operations; and

The West Wits operations – Mponeng, Savuka and TauTona.

    Gold production
(000oz)
   

Average number of  

employees  

 

  Operations

  

  1.   South Africa

    

        Vaal River

    

        Great Noligwa

   84     3,063    

        Kopanang

   164     6,014    

        Moab Khotsong

   162     6,645    

        Surface operations

   144     1,147    

        Mine Waste Solutions(1)

   28     727    

        West Wits

    

        Mponeng

   405     6,262    

        Savuka

   37     1,157    

        TauTona

   189     4,472    
           

 

(1)

LOGO

On July 20, 2012, AngloGold Ashanti acquired First Uranium (Pty) Limited, which owns MWS. MWS is a recently commissioned retreatment operation in South Africa’s Vaal River area in the immediate vicinity of AngloGold Ashanti’s sole operating mine in Australasia is Sunrise Dam in Australia, while development of the Tropicana project, also in Australia, is proceeding.other tailings facilities.

South Africa Key Statistics

    Unit  2012  2011  2010  

  Operation

        

  Tonnes treated/milled

  Mt  22.3  16.4  17.0  

  Pay limit

  oz/t  0.40  0.54  0.53  
  g/t  12.41  11.98  12.02  

  Recovered grade

  oz/t  0.219  0.232  0.212  
  g/t  7.50  7.95  7.28  

  Gold production

  000oz  1,213  1,624  1,784  

  Total cash costs(1)

  $/oz  873  695  598  

  Total production costs(1)

  $/oz  1,101  920  819  

  Capital expenditure

  $m  619  549  430  

  Safety

        

  Number of fatalities

    11  9  10  

  AIFR

  Per million hours worked  13.24  15.57  16.69  

  People

        

  Average no of employees: Total

    34,186  32,082  35,660  

Permanent employees

    29,740  28,176  31,723  

Contractors

     4,446  3,906  3,937  

(1)

Performance

Production from Australasia declined by 38 percent to 246,000 ounces in 2011. This was equivalent to 6 percent of group production. This decline in production was due to the flood related work stoppage with the excessive rainfall resulting in operations both underground and at the open pit being adversely affected for approximately six months.

Total cash costs increased by 97 percent to $1,362 per ounce due primarily to lowerand total production and the cost of remedial work.

In all, an average of 509 people, including contractors were employed at the Sunrise Dam operation, 3 percent more than in 2010.

Total capital expenditure for the region more than doubled to $102 million, the bulk of which ($73 million) was spentcosts are non-GAAP measures. For further information on the Tropicana project, which is scheduled to begin production in 2013. The bulk of this was spent on the main access road, operational readiness and accommodation.

The Tropicana gold mine is being developed by AngloGold Ashanti (70 percent) and joint venture partner, Independence Group Ltd. (30 percent). AngloGold Ashanti is managing the Tropicana project and has also undertaken an extensive exploration program in the area that covers some 13,500km2 of tenements along a 600 kilometers strike length. This area in Western Australia is considered one of the most prospective for new gold discoveries in Australia.

At year-end, the attributable Ore Reserve totaled 4.26 million ounces.

AUSTRALIA

Australiathese non-GAAP measures, see “Item 5ASunrise Dam

Description

The Sunrise Dam gold mine is located in the northern goldfields of Western Australia, 220 kilometers northeast of Kalgoorlie and 55 kilometers south of Laverton.

The mine consists of a large open pit which is now in its fifteenth year of operation, and an underground mine which began in 2004. Mining is conducted by contractors and the ore is treated in a conventional gravity and carbon-in-leach (CIL) processing plant, which is managed by AngloGold Ashanti.

Geology

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

Operating and production data for Sunrise Dam

    2011         2010          2009  

Pay limit (oz/t)

   0.10         0.14         0.08  

Pay limit (g/t)

   3.00         4.32         2.45  

Recovered grade (oz/t)(2)

   0.063         0.094         0.084  

Recovered grade (g/t)(2)

   2.16         3.22         2.87  

Gold production (000 oz)

   246         396         401  

Total cash costs ($/oz)(1)

   1,362         692         631  

Total production costs ($/oz)(1)

   1,528         773         738  

Capital expenditure ($ million)

   27         29         31  

Employees(3)

   101         93         99  

Outside contractors(3)

   408         401         356  

All injury frequency rate

   19.40          13.65          8.94  

(1)

Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures, see “Item 5A.: Operating resultsResults – Total cash costs and total production costs”.

(2)

Open-pit

Performance in the South Africa Region in 2012

Safety and health

Regrettably, in the South Africa region, there were 11 fatalities in 2012 (2011: 9). The number of fatalities remains of serious concern to the company. TauTona achieved 4 million fall-of-ground fatality free shifts in November and Kopanang achieved 1 million fatality free shifts in December, both notable achievements. For the region as a whole, an all injury frequency rate of 13.24 per million hours worked was reported as compared to 15.57 in 2011.

Production

The South Africa Region milled 22.3 million tonnes of ore in 2012, up by 36 percent on the previous year, primarily due to the acquisition of MWS effective July 20, 2012. The Vaal River operations accounted for 582,000 ounces (48 percent) of the South Africa Region’s production and the West Wits operations for 631,000 ounces (52 percent). Combined, this was equivalent to 31 percent of group production. In addition, the Vaal River operations produced 1.21 million pounds of uranium as a by-product.

Total cash costs for the South Africa region were $873 per ounce, compared with $695 per ounce in 2012. Mponeng, with a cash cost of $640 per ounce, was the lowest cost producer in the region with Great Noligwa, which is approaching the end of its operating life, being the highest at $1,226 per ounce. Unit cost increases were largely influenced by reduced production, and higher wages and input prices (energy and fuel). The primary cost components in 2012 were: labor $363 per ounce; consumables $253 per ounce; services $68 per ounce; and other inputs $189 per ounce.

The operating environment in South Africa remained challenging, with safety-related stoppages continuing to be disruptive, especially in the first half of the year. An industry-wide strike which started in the third quarter and continued into the fourth quarter, halted all mines and plants in South Africa for about six weeks. The total loss of production as a result of the strike and the slow ramp-up to full production, necessitated by geotechnical concerns resulting from the stoppage, was about 235,000 ounces. Seismic activity at the West Wits operations was also problematic and geological limitations, coupled with lower mining grades at the Vaal River operations and above-inflation cost pressure, presented an ongoing challenge.

Capital expenditure

Capital expenditure in the South Africa Region totalled $619 million, an increase of 12.7 percent on the $549 million spent in 2011. The bulk of this was spent at Mponeng ($194 million), Moab Khotsong ($159 million), Kopanang ($93 million) and TauTona ($73 million).

People

The South Africa operations employed an average of 34,186 people during the year (2011: 32,082), of whom 4,446 (13 percent) were contractors and 29,740 (87 percent) permanent employees. This was equivalent to 52 percent of the group’s total workforce. Productivity per employee for the year was 4.19 ounces/total employees costed (2011: 5.85 ounces/total employees costed) – the lowest in the group – a function of work stoppages, decreasing grades and the increasing labor intensity of deep level underground mining operations in South Africa.

Environment

The reduction in reportable environmental incidents in 2010 and 2011 was maintained in 2012, with most of these incidents in 2012 taking place at the newly acquired MWS operations. Since taking ownership of MWS in July 2012, considerable resources have been dedicated to ensuring this asset meets AngloGold Ashanti’s environmental operating standards. The potential for inter-mine flooding and water legacy issues continued to be environmental challenges.

Ore reserve

At December 31, 2012, South Africa had a total attributable Ore Reserve of 31.57 million ounces (2011: 32.43 million ounces), equivalent to 43 percent of the group’s Ore Reserve.

Growth

Notable progress was made with the Mponeng deepening below 120 level project, which will extend Mponeng’s life of mine. The first phase of this project, which accesses the VCR, is on track to begin production in April 2014. Phase 2, which will access the CLR below the 120 level, was approved by the AngloGold Ashanti board in March 2012. Infrastructure development is under way with production from the second phase scheduled to begin in 2016.

The Moab Khotsong business plan, without growth projects, is expected to produce some 3 million ounces of gold. Zaaiplaats will provide additional ounces and serve as a gateway for opportunities beyond the initial target block. Phase 1 of the Zaaiplaats project, approved in July 2010 and currently in implementation, is dedicated to establishing the infrastructure for Phase 2, which will create a drilling platform to increase geological confidence within the greater Zaaiplaats orebody while providing some initial gold production. Phase 3 is currently in prefeasibility study phase. A full study, to begin in the first quarter of 2013 and to run for about a year, includes various options of accessing the orebody through either Moab Khotsong or Kopanang, while accessing other mining blocks adjacent and contiguous to Project Zaaiplaats.

CONTINENTAL AFRICA

LOGO

AngloGold Ashanti has eight mining operations in its Continental Africa region:

Iduapriem and Obuasi in Ghana;

Siguiri in Guinea;

Morila, Sadiola and Yatela in Mali;

Navachab in Namibia; and

Geita in Tanzania.

    Gold production
(000oz)
   Average number of    
employees    
 

  Operations

    

  1.   Ghana

    

Iduapriem

   180     1,549      

Obuasi

   280     5,373      

  2.   Guinea

    

Siguiri

   247     3,643      

  3.   Mali

    

Morila

   81     319      

Sadiola

   100     783      

Yatela

   29     407      

  4.   Namibia

    

Navachab

   74     953      

  5.   Tanzania

    

Geita

   531     3,594      

Continental Africa - Key Statistics

    Unit  2012  2011  2010  

  Operation

        

  Tonnes treated/milled

  Mt  27.8  26.3  25.7  

  Pay limit

  oz/t  0.041  0.036  0.040  
  g/t  1.273  1.235  1.371  

  Recovered grade

  oz/t  0.055  0.055  0.052  
  g/t  1.70  1.87  1.79  

  Gold production

  000oz  1,522  1,570  1,491  

  Total cash costs(1)

  $/oz  911  752  720  

  Total production costs(1)

  $/oz  1,093  960  872  

  Capital expenditure

  $m  712  418  232  

  Safety

        

  Number of fatalities

    5  3  5  

  AIFR

  Per million hours worked  2.26  3.03  5.26  

  People

        

  Average no of employees: Total

    16,621  16,539  15,761  

Permanent employees

    10,014  9,783  9,684  

Contractors

     6,607  6,756  6,077  

(1)

Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures, see “Item 5A – Operating Results – Total cash costs and total production costs”.

(3)

Safety

Regrettably, in the Continental Africa Region, there were five fatalities in 2012 (2011: 3), at Obuasi (2) and Iduapriem (1) in Ghana, at Geita (1) in Tanzania and at Mongbwalu (1) in the DRC. The all injury frequency rate for the region improved to 2.26 per million hours worked in 2012 from 3.03 in 2011. Full investigations into the fatal accidents have been conducted and steps taken to mitigate their re-occurrence.

Production

Combined gold production from these operations decreased to 1.52 million ounces in 2012 (2011: 1.57 million ounces), equivalent to 39 percent of group production. The most significant contributors to the region’s production were Geita (35 percent), Obuasi (18 percent), Siguiri (16 percent) and Iduapriem (12 percent).

Total cash costs rose by 21 percent to $911 per ounce, (2011: $752 per ounce), largely as a result of poor performance at Obuasi, where the development contractor was replaced during the fourth quarter; and rising costs at Sadiola, where recoveries have suffered as mining moves from oxide to sulfide ore.

Capital expenditure

Total capital expenditure for the region was $712 million (2011: $418 million), an increase of 70 percent. The bulk of this was spent at Obuasi ($185 million) and Kibali ($263 million).

People

The region employed an average of 16,621 people in 2012 (2011: 16,539 people) made up of 10,014 (60 percent) permanent employees and 6,607 (40 percent) contractors. The average level of productivity for the region was 10.97 ounce per total employees costed, with productivity the highest at Morila (35.72 ounces per total employees costed) and Geita (19.20 ounces per total employees costed) mines.

Environment

One of the most significant challenges in this region in recent years has been the management of water, particularly in respect of legacy issues. The completion of a new tailings dam at Iduapriem and commissioning of two water treatment plants at Obuasi in Ghana have significantly improved water management, and enabled the mine to comply with permitting frameworks.

Ore Reserve

The total attributable Continental Africa Region Ore Reserve is 27.60 million ounces (2011: 28.02 million ounces). This amounts to 37 percent of the group’s Ore Reserve.

Growth

Work on a decline access to reach a number of active mining blocks is currently expected to start in 2013 and should start delivering production within about 12 months. In addition, investigations have begun into a new surface decline down to the 50 level to access Obuasi Deeps. Open-pit mining has already started at the Sibi pit. Again some economies of scale are expected from the use of the existing tailings storage facility (TSF), which is stable and has adequate capacity up to 2018.

The Sadiola Sulphide Project (SSP) was delayed by the coup in Mali during the year. Critical to its progress was the conclusion of a power purchase agreement in November. The SSP is designed to provide the operation with access to deeper more conformable sulfide material and will also absorb some skills and expertise from the Yatela operation, as it reaches the end of its life.

AUSTRALASIA

LOGO

    Gold production
(000oz)
   

Average number of  

employees  

 

  Operations

    

  1.   Australia

    

        Sunrise Dam

   258     494    

AngloGold Ashanti’s Australaisian assets comprise the wholly owned Sunrise Dam and the 70 percent-owned Tropicana Gold Project which was under construction during 2012.

Australasia - Key Statistics

    Unit  2012  2011  2010  

  Operation

        

  Tonnes treated/milled

  Mt  3.4  3.6  3.6  

  Pay limit

  oz/t  0.08  0.10  0.14  
  g/t  2.42  3.00  4.32  

  Recovered grade

  oz/t  0.070  0.063  0.099  
  g/t  2.39  2.16  3.40  

  Gold production

  000oz  258  246  396  

  Total cash costs(1)

  $/oz  1,178  1,362  692  

  Total production costs(1)

  $/oz  1,310  1,528  773  

  Capital expenditure (including Tropicana)

  $m  355  102  40  

  Safety

        

  Number of fatalities

        –  

  AIFR (including Tropicana)

  Per million hours worked  6.33  18.11  13.10  

  People

        

  Average no of employees: Total

    494  509  494  

Permanent employees

    110  101  93  

Contractors

     384  408  401  

(1)

Average for the year.

Performance

Sunrise Dam produced 246,000 ounces at a total cash cost of $1,362 per ounce in 2011, compared with 396,000 ounces at a total cash cost of $692 per ounce the previous year. There were two significant events during 2011 that negatively impacted production. A major flood occurred in February, when 220 millimeters of rain fell in two storms, less than five days apart. This was the highest rainfall recorded in the 129 years of records for the Laverton district. In April, a wall failed in the southeastern portion of the open pit, which prevented access to the open pit working areas. A new access ramp was constructed, which took approximately six months. No injuries were sustained in either event, or in the work required to re-establish production. The two events described above necessitated a substantial change to the mine plan and production schedule for 2011, with a consequential change to the annual gold output.

The flood event impacted underground production for approximately four months. During this period the mining contractor worked on remedial activities to repair damage and rehabilitate flooded areas, thus full costs were incurred. Production from the open pit was interrupted for approximately six months while the new access ramp was constructed. Again the open pit mining contractor was fully occupied for most of the period, undertaking stockpile relocation, construction of the new access ramp and waste dump and tailings dam rehabilitation work. The impact of the flood event and the pit wall failure together reduced planned production by about 100,000 ounces. The considerable remedial work negatively impactedTotal cash costs per ounce.

The underground operation returned to fulland total production in the second half of 2011, and by the fourth quarter had achieved an ore production rate of 1.5 million tonnes per annumcosts are non-GAAP measures. For further information on an annualized basis, which is close to the budgeted rate. This was achieved through much improved short- and medium-term planning in line with the business process framework principles of Project ONE.

Growth and improvement

An extensive mineralized system below the currently mined Cosmo and adjacent Dolly underground domains was discovered in 2011. Initial drill testing of these targets highlighted significant opportunity for a new mineralized domain, named Vogue. The mineralization is an extension of the Cosmo and Dolly gold system that extends beyond the existing mine infrastructure by up to 400 meters and to depths of at least 800 meters below surface. It is hosted within volcanic rocks and structures equivalent to those that host the Cosmo, Western Shear and GQ mineralization.

Dimensions of the Vogue mineralization are significantly larger than Cosmo and Dolly, with an opportunity for either extensive bulk or selective mining zones, close to existing underground mine infrastructure. A conceptual study was completed at the end of 2011 and a prefeasibility study into the expansion of the Sunrise Dam underground mine has commenced, with a substantial exploration commitment that is expected to span two to three years.

Production at Sunrise Dam has been steadily declining from a peak in 2007 when the main high-grade ore zone was mined in the base of the open pit. Since then, open pit production has been declining and underground production steadily increasing. Production from underground will not reach the previous highs of the open pit as volumes of high-grade ore do not reach the same concentration as previously encountered in the base of the open pit. A plan was implemented in 2011 to increase production in the period 2012non-GAAP measures, see “Item 5A2014.

There are four main areas of focus for this plan:

The Crown Pillar between the base of the pit and the underground mine contains high-grade ore. The pillar itself contains many pathways for water so by mining and replacing it, an engineered cemented backfill will improve water management in the event of flooding and high grade, low-cost gold production will be brought;

A study was undertaken during 2011 on the most suitable mining method for the GQ orebody. A substantial tonnage will now be mined via more productive and cost effective long hole open stoping methods and alternative mine design options are currently being assessed to optimize the extraction of areas of narrow, high grade mineralization that extend beyond bulk mining zones within GQ;

The underground production improvement project will focus on underground stope production, trucking, bogging, maintenance and retention of skilled people, using the “analyze and improve” processes of Project ONE. The objective is to lift ore production with minimal additional people and equipment. Management expects that this will improve miningOperating Results – Total cash costs and have the added benefit of lowering the cut-off grade and bringing more material into reserve; and

The Vogue discovery is an extremely broad domain of high- and low-grade gold mineralization. There are some well drilled areas at the top of the Vogue deposit where the potential exists for higher-grade coherent zones similar in scale to Cosmo.

Other key capital projects underway at Sunrise Dam include the installation of an underground dewatering/pumping system designed to enable the volumes of water encountered in the flood of February 2011 to be removed from the underground mine within 14 days. Another capital project in the underground mine consists of the construction of an underground workshop to service and repair the underground mobile fleet. It is expected that this investment will be recouped in less than three years as equipment will no longer have to travel all the way to surface for services and maintenance work. Installation of two primary ventilation fans (Cosmo and GQ) with remote control system will improve energy efficiency.

Safetytotal production costs”.

Sunrise Dam continues to maintain a lost-time injury frequency rate (LTIFR) below the Australian industry average. At the end of 2011, Sunrise Dam recorded an AIFR of 19.40 per million hours worked.

Safety and health

Safety performance continued to be an area of focus with no fatalities reported. The AIFR improved to 6.33 per million hours worked (2011:18.11).

Production

Production from Australasia rose by 5 percent to 258,000 ounces in 2012 as operations at Sunrise Dam recovered from flood-related disruption (excessive rainfall, pit flooding and pit-wall failure) the previous year. Total cash costs decreased by 14 percent to $1,178 per ounce (2011: $1,362 per ounce) as volumes rose. An insurance payout of A$30 million related to the 2011 pit wall failure was offset against cash costs in 2012. Cash costs during the year were also positively impacted by improved grades from the North Wall Cutback area of the pit. The region contributed 6 percent to group production in 2012.

Capital expenditure

Total capital expenditure at Sunrise Dam was $35 million. This amount excludes expenditure at Tropicana of $315 million.

People

A total of 494 people (2011: 509 people), 110 (22 percent) permanent employees and 384 contractors (78 percent) were employed at Sunrise Dam in 2012. Productivity continued to be high, reporting 43.46 ounces per total employees costed in 2012 (2011: 38.93 ounces per total employees costed), the highest level in the group.

Skills shortages remain an area of concern in the region and are a driver of high employee turnover and costs. Efforts have been made to extend employment to local indigenous people and the community engagement team works closely with the human resources department to generate training and employment opportunities, address employee retention, mentor and support, and to provide supervision and leadership.

Environment

Energy is becoming a challenging global factor and Sunrise Dam is participating in a regional plan to integrate renewable energy sources such as gas, wind, solar thermal, biomass and solar panels, thereby reducing its reliance on non-renewable energy and lessening AngloGold Ashanti’s carbon footprint. Australia has taken a firm stance on environmental legislation and has imposed stricter emission limits and carbon pricing mechanisms. The Clean Energy Future Scheme, which came into effect from July 2012, introduced a carbon pricing scheme to regulate carbon emissions. AngloGold Ashanti will be required to pay A$23 per tonne of CO2 generated. This is due to increase by A$2.5 per tonne annually until 2015, from when it will be controlled by a market trading scheme. AngloGold Ashanti is actively engaging with the Australian government on the balancing of profitable business practices with responsible environmental strategies to overcome these adverse factors.

Ore reserve

At the end of 2012, the total attributable Ore Reserve for the Australasia Region was 3.92 million ounces (2011: 4.26 million ounces). This makes up around 5 percent of the group’s Ore Reserve.

Growth

Attributable production for the region will increase by the end of 2013 as Tropicana comes on stream. Mining of the Crown Pillar from the base of the Sunrise Dam pit will contribute high- grade ore to mill feed as the operation focuses on lifting underground ore production rates over 2 million tonnes per annum. Brownfields drilling at Sunrise Dam is targeting extensions to the Vogue discovery located below the currently mined Cosmo and adjacent Dolly underground domains. Vogue remains open along strike and at depth and offers an opportunity for either extensive bulk or selective mining close to existing underground mine infrastructure. At Tropicana a prefeasibility study to examine the potential open pit and underground development options at Havana Deeps is expected to be completed in the second half of 2013. At this time the Ore Reserve for the mine will be updated.

THE AMERICAS

LOGO

The Americas is an important growth area for AngloGold Ashanti owns the Cripple Creek & Victor minewith operations in Argentina, Brazil and the United States,States.

 

 
   Gold production
(000oz)
   Average number of  
employees  
 

 

 

  Operations

    

  1.    Argentina

    

         Cerro Vanguardia

   219     1,884    

 

 

  2.    Brazil

    

         AGA Mineração

   388     4,239    

         Serra Grande

   98     1,081    

 

 

  3.    United States

    

         Cripple Creek & Victor

   247     692    

 

 

Americas - Key Statistics

    Unit       2012       2011       2010   

  Operation

              

  Tonnes treated/milled

   Mt       25.7       23.6       23.8    

  Pay limit

   oz/t       0.024       0.026       0.025    
   g/t       0.822       0.891       0.843    

  Recovered grade

   oz/t       0.034       0.034       0.034    
   g/t       1.16       1.15       1.17    

  Gold production

   000oz       952       891       842    

  Total cash costs(1)

   $/oz       759       601       501    

  Total production costs(1)

   $/oz       1,017       841       707    

  Capital expenditure

   $m        382        452        309    

  Safety

              

  Number of fatalities

       1       2       –    

  AIFR

   Per million hours worked        4.34        6.33        5.66    

  People

              

  Average no of employees: Total

       7,896       7,389       6,582    

  Permanent employees

       5,509       5,273       4,737    

  Contractors

           2,387        2,116        1,845    

(1)

Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures, see “Item 5A – Operating Results – Total cash costs and total production costs”.

Safety and health

Regrettably, there was a fatal accident at the Cerro Vanguardia mine in January 2012, the first fatal accident at the mine since July 2002. The all injury frequency rate for the region improved to 4.34 per million hours worked.

Production

Combined production from the operations in this region increased by 7 percent to 952,000 ounces (2011: 891,000 ounces) in 2011. These operations now contribute about 24 percent towards group production (2011: 21 percent).

The increase in total cash costs was largely a result of inflationary effects in all countries, especially Argentina; lower by-product credits in Argentina and Brazil; higher costs for equipment maintenance and some contract and technical services in Argentina and the United States; and higher labor and operational development costs in Brazil. The Americas Region had the lowest regional cost within AngloGold Ashanti with CC&V ($640 per ounce) and Cerro Vanguardia ($644 per ounce) being the lowest and third lowest, respectively, of all group operations.

Capital expenditure

Capital expenditure was largely invested in the implementation of various projects such as the Córrego do Sítio Mineração (AGA Mineração)Sulphide project in Brazil (14 percent), the MLE/MLE2 projects in the United States (22 percent), and Serra Grandethe heap leaching project in Argentina (5 percent). Other mine development in Argentina and Brazil (19 percent), and other capital expenditure (38 percent) complete the balance of the capital investments in the region.

People

An average of 7,896 people in total were employed in the region during the year, 7 percent more than the 7,389 people employed in 2011. This number was made up of 5,509 (70 percent) permanent employees and 2,387 (30 percent) contractors. This figure excludes the more than 1,200 people employed in Colombia and at the greenfield operations both in Brazil.the region. The Americas represents an important growth region for AngloGold Ashanti.Region employs around 12 percent of group employees.

Performance

Combined production fromProductivity at these operations increased by 6 percent to 891,000is relatively high, at 17.47 ounces of goldper total employees costed in 2011, increasing its contribution to group production to 21 percent (2010: 19 percent)2012 (2011: 20.70 ounces per total employees costed). In all, 7,389 people, including contractors, were employed, 807 more than in 2010.

Total capital expenditure for the region was $452 million, an increase of 46 percent on the $309 million spent in 2010. The bulk of this was expended at the Environment

AGA Mineração won the Environmental Management Award presented by the state of Minas Gerais. Severe drought again had a significant impact on production at CC&V and Cerro Vanguardia projects.

The stronger real and scarce mining skills along with accelerating inflation across the South American jurisdictions presented significant cost pressures during the year.

The

Ore reserve

At the end of 2012, the total attributable Ore Reserve for the Americas regionRegion, was 1111.01 million ounces.ounces (2011: 10.89 million ounces). This makes up around 15 percent of the group’s Ore Reserve.

Growth

Plans are under way to increase production from the Americas Region. At the Brazilian operations, the Córregio do Sítio sulfide project at AGA Mineração is scheduled to reach full production in 2013, with optimization programs to be introduced at the Cuiabá and Lamego operations. In the United States at CC&V, following approval of the second mine life extension project, development has begun.

REVIEW OF PROJECTS

LOGO

In addition to the Mponeng Below 120 project and the Zaaiplaats project in Moab Khotsong, both the South Africa, other growth projects not yet in production are:

Projects

Continental Africa: Democratic Republic of the Congo (DRC)

1

Kibali

2

Mongbwalu

Australasia: Australia

3

Tropicana

Americas: Colombia

4

Gramalote

5

La Colosa

Continental Africa: Kibali, DRC

Description

The Kibali greenfields project is currently in the development and construction phase, after receiving board approval in May 2012. Pre-development work began in early 2011 and first gold production is anticipated in late 2013. The Kibali mine will comprise an integrated open-pit and underground mining operation, feeding a larger 6 million tonnes per annum processing plant which will include a full flotation section for treating sulfide ore. The complex will ultimately be supplied by four hydropower stations supported by thermal power during low rainfall periods and as back-up. The development and construction of Kibali has been divided into two phases:

Phase 1 includes the initial open-pit operations, metallurgical plant, the first phase of the tailings storage facility, the first of the hydropower stations, the back-up power plant and all shared infrastructure.

Phase 2 extends over the entire four-year period, and focuses mainly on the development of the underground mine, including a twin decline and vertical shaft system.

Location

Kibali lies in the northeastern area of the DRC, adjacent to the town of Doko, a staging point for the project and some 9 kilometers from the town of Watsa and 180 kilometers by road from Arua, on the Ugandan border.

Ownership structure

Joint venture between AngloGold Ashanti (45 percent), Randgold Resources Limited (45 percent) with Société des Mines d’Or de Kilo-Moto (SOKIMO), a state-owned gold company owning the balance. Randgold Resources is the operator and project manager.

Kibali – performance in 2012

Safety and health

Regrettably, two contractor employees lost their livesLost-time injuries are receiving continued focus with continuous safety training and awareness initiatives in occupational accidents during 2011.place. A transport management plan has been implemented to address vehicle safety, speeding and dust suppression. The firstCongolese Safety Officers will be utilized to help monitor and enforce vehicle safety.

Malaria incidence remains high, with 2,951 cases reported for the project to date. The Malaria Vector Control program has been updated to include bush clearing and bi-monthly spraying of all accommodation and work sites. A medical outpost facility has been established and is operating at the remote Nzoro camp.

Mining and processing developments

2012 was key in Brazil where a workerthe development of Kibali, and was run overmarked by a tractorsignificant ramp- up in construction activity. Mining in the open-pit began in July 2012 and the boxcut for the project’s underground twin-decline section is nearing completion. The mill and hydro-turbine manufacture is complete. The development of twin-declines and the sinking of the vertical shaft for the underground mine is tracking behind schedule, while the additional open-cut satellite ore source potential could offset the risk of delays. Two 7 megawatt mills were delivered to the Kibali mine in November 2012. In parallel with the construction of the metallurgical plant which began in August 2012, construction of the steelwork for the CIL plant and the primary crusher and conveyor facilities is progressing. Additional earthwork capability has been mobilized to address delays in site establishment. Capital expenditure was $263 million (45 percent attributable) during the year and increased significantly in the fourth quarter with the start of decline activities and mobilization of the shaft and metallurgical infrastructure.

Exploration developments

Grade control drilling program continued during the year at the KCD deposit, with 91,734 meters completed. Drilling results confirmed areas of high grade shoots.

Continental Africa: Mongbwalu, DRC

Description

Preparatory work at this greenfield project has been completed. Belgian mining companies operated on a construction site,relatively small scale in the area for about 50 years before leaving in 1961, while SOKIMO began mining in 1966. The venture held 18 mining licenses which was reduced to 15 licenses totalling 3,784km² after the retrocession to SOKIMO of a total of 1,823km². The Akwé Exploration Licence (399km²) is being transferred to Ashanti Goldfields Kilo (AGK). The initial project will be designed and built with a view to increasing its size as the aggressive regional exploration program identifies new sources of ore. Further exploration was authorized in early 2013 along with a study to optimize the Mongbwalu project.

Location

Located in northeastern DRC, near to the town of Bunia and to the southeast of the group’s Kibali joint venture project. The concession area is in the highly prospective Kilo gold belt.

Ownership structure

Operated by AGK, a joint venture between AngloGold Ashanti Limited (86.22 percent) and SOKIMO, a state-owned gold mining company.

Mongbwalu – performance in 2012

Safety and health

Safety remains an area of concern and the development of a safety culture is an important area of focus. Among the initiatives undertaken during the year were: daily toolbox talks; inspections; weekly focus topics; helicopter hoist training; hazard and risk management training; gap analysis of all company and contractor vehicles; intermediate incident investigation program; vehicle driving training; and a fit-for-work medical examination process was put in place for all employees and all contractors.

A contractor lost his life, following an incident during 2012.

Indoor residual spraying to combat malaria was started in the camps in July 2012. The Malaria Vector Control program has been updated to include bush clearing and bi-monthly spraying of all accommodation and work sites, and may be extended to communities within the project target area.

Exploration progress and developments

The drilling program has confirmed the prospectivity in the region. Several intersections were encountered with gold grades of more than 7 grams per tonne and four deposits identified within two to three kilometers of the proposed mine. Further drilling is required to ascertain the extent of the orebody and the best means of accessing it. Common plant and infrastructure for a second operation could demonstrate the economies of scale which could precipitate a more profitable operation than was originally planned.

A novel development on site has been the application of portable drill rigs, transported across the concession by helicopter. In terms of environmental impact, this is a positive development, reducing the need for access roads and their rehabilitation, while also improving the effectiveness of the drill rigs, with more meters drilled per rig. Given the topography of the area, along with the dense vegetation, this practice has rendered the area far more accessible than conventional methods.

Australasia: Tropicana, Australia

Description

The Tropicana project is at an advanced stage of construction and development. Mining operations will be conducted from open pit mining of the Tropicana and Havanna deposits while surface infrastructure includes a processing plant, accommodation facilities and telecommunications services. The group’s exploration program in Colombia wherethe area is vast, covering 13,500km2 along a worker was inundatedstrike length of 600 kilometers.

Location

Situated in the highly prospective Western Australia, the Tropicana project lies some 330 kilometers north north-east of Kalgoorlie and is 200 kilometers east of Sunrise Dam.

Ownership structure

70 percent owned by a naturally occurring landslide after unusually heavy rainfall. An all injury frequency rate of 6.33AngloGold Ashanti, with the balance held by joint venture partner in the project, Independence Group NL.

Tropicana – performance in 2012

Safety and health

AIFR at Tropicana further improved to 3.03 per million hours worked (2010: 5.66)in 2012 from 5.55 in 2011. The high lost-time injury frequency rate (LTIFR) incidence in the production area remains a concern and an area of focus in spite of the improvement for the year, with the LTIFR reducing from 5.31 in 2011 to 1.01 in 2012. Further concerted effort is needed in this area to achieve the group’s safety strategy and AIFR objective of less than nine per million hours worked. Continuous safety training and awareness initiatives are in place to drive the required high safety standards throughout the project.

Mining and processing developments

The Tropicana gold project progressed well during 2012, despite external challenges from the competitive construction sector in Western Australia and the pressure this placed on skills. The 220 kilometers-long site access road to site was achievedcompleted in the first half of the year, as was the sealing and approval for the airstrip. This was followed later in the year by completion of the village. The power station contract was also awarded. The mining contractor was mobilized on site and mining started early in the second half of the year. By the end of the year, all remaining tender contracts had been awarded, all within capital forecast estimates. Capital expenditure was $315 million during the year.

Americas: Gramalote, Colombia

Description

This advanced exploration project is expected to be the first major gold mine development in Colombia, and the group’s first operating gold mine there.

Location

110 kilometers northeast of Medellin in the municipality of San Roque, in the department of Antioquia.

Ownership structure

Joint venture between AngloGold Ashanti (51 percent) and Vancouver-based B2Gold Corporation (49 percent).

Gramalote – performance in 2012

Safety and health

There was a significant improvement in safety performance at Gramalote with the implementation of an array of strategies focused on safe work practices. An AIFR was recorded of 5.65 per million hours worked, a dramatic improvement on the AIFR of 16.14 recorded in 2011. The development of occupational health surveillance systems in Colombia was undertaken in the fourth quarter of 2011.

GrowthMining and improvementprocessing development

The project prefeasibility study was concluded in the fourth quarter of 2012. While the results of this work demonstrated the social, environment and technical viability of the project, several identified optimizations regarding capital and operating aspects of the project remain to be validated. Accordingly, the project team launched an enhanced engineering phase which continues to validate project enhancement opportunities.

Exploration progress and developments

A far-reaching greenfieldtotal of 23,000 meters of drilling has been completed. This has focused on geotechnical, condemnation and resource conversion. The exploration potential in the district is likely high, with a large tenement position that has only been explored in less than 10 percent of its area. CGL is advancing a comprehensive exploration program led by geophysical and geochemical surveys to assist on defining exploration targets that is underwayexpected to confirm the mining district (and project) estimated endowment.

Americas: La Colosa, Colombia

Description

La Colosa, which lies in steep terrain in Colombia’s central Cordillera region, is the largest greenfield discovery made by AngloGold Ashanti. The project is at the prefeasibility stage, currently evaluating alternative mining methods, plant locations and related infrastructure. The drilling program is progressing to define the size and extent of the Mineral Resource that has not been constrained in the northwest and is partially open at depth.

Location

14 kilometers west of the town of Cajamarca, in the department of Tolima.

Ownership structure

Exploration rights wholly held by AngloGold Ashanti.

La Colosa – performance in 2012

Safety and health

There was an improvement in safety performance, with the AIFR declining to 4.19 in 2012 from 19.33 in 2011. Continuous training and leadership involvement will be required to maintain and improve on this success. A health baseline study has been initiated with the goal of ensuring that data is available to design and submit a solid health impact assessment to the authorities, within an environmental impact analysis.

Mining and processing developments

Technical work has been undertaken to collect and analyze the information required for pit optimization, geotechnical and hydrogeological studies. The results are being used for pit design, pit slope stability, risk analysis, and capital and operational expenditure estimates. Trade-off studies of mining methods are in progress and extensive metallurgical test work was conducted in 2012. Comminution test work included tests for high pressure grinding rolls (HPGRs) and semi-autogenous (SAG) grinding. An economic evaluation of HPGR versus SAG milling was completed and indicated the favoured route to be conventional SAG/ball milling. Recovery test work included tests for gravity separation, whole ore leaching and flotation/concentrate leaching. An economic trade-off study indicated the preferred flow sheet to be whole ore leaching, with limited benefits of gravity separation. The process engineering phase started in the fourth quarter of 2012.

Developments during the year

Project efforts in 2012 continued to be driven by expansion of the Mineral Resource coupled with on-going efforts to address key social issues within the various stakeholder groups. Key decisions related to ore transportation and the relocation of infrastructure facilities out of the forest reserve area have dramatically changed the definition of the project’s direct and indirect area of influence, and the scope of the environmental and social studies. Additional trade-off studies were necessary to optimize estimates of capital and operating expenditure.

Technical evaluations also continued with the collection and analysis of geotechnical and hydrogeological information required for mine definition, trade-off studies on mining methods and alternatives, metallurgical test work and process definition, and infrastructure design.

GLOBAL EXPLORATION

LOGO

GREENFIELDS EXPLORATION

AngloGold Ashanti holds a total of 69,565km2 of greenfield tenements over which exploration activities are undertaken through joint ventures, strategic alliances or as wholly-owned ground holdings.

During 2012, exploration activities were conducted in 14 countries with over 364,994 meters of diamond, reverse circulation and aircore drilling completed, compared to 213,441 meters in 2011. Drilling programs aimed to test new high-priority targets in Australia, Brazil, Tanzania, the DRC and the Solomon Islands, and continued to delineate existing discoveries in Guinea, Egypt and Colombia.

In the Americas, region,the principal area of focus has been to advance exploration on a number of key projects in Colombia, including an advanced-stage diamond drill campaign at the Nuevo Chaquiro target, Quebradona project (AngloGold Ashanti/B2Gold joint venture). The Nuevo Chaquiro target is a newly identified porphyry-related, copper-gold mineralized system located within the Western Cordillera of Colombia.

In 2012, about 20,700 meters of diamond drilling has tested this porphyry copper and gold mineralized stockwork zone. Long intersections of copper mineralization with gold credits indicate good continuity within the zone and it has been intersected at depths from about 400 meters to over 900 meters below surface.

In Brazil, a joint venture was signed with Graben Mineração to explore its tenement holding in the highly prospective Juruena Belt while generative work continued in Argentina and the United States.

In sub-Saharan Africa, drilling continued to delineate significant mineralization at the Saraya and Kounkoun prospects, both located within 50 kilometers of the Siguiri mine in Guinea. At the Saraya prospect 9,230 meters was drilled to infill and define the extensions of the mineralized zone from which ore-grade mineralization was intersected in several holes. The zone has now been delineated over 1,300 meters in strike and from surface to 200 meters in depth. At Kounkoun about 56,000 meters was drilled with numerous shallow oxide ore-grade gold intersections indicating further good potential. In the DRC and Tanzania, preliminary diamond drill testing of coincident gold-in-soil and geophysical anomalies was completed.

In the Middle East and North Africa, exploration is conducted through a regional strategic alliance with Dubai-based Thani Investments. The alliance has made significant progress in advancing its Hutite orogenic gold discovery in Egypt and has also made further discoveries such as the Pandora epithermal system, in partnership with Stratex International, in Djibouti. Early stage exploration activities continued in both Ethiopia and Eritrea while project generation activities continued in Saudi Arabia where a number of tenement applications have been made.

In the Solomon Islands, the joint venture with XDM Resources Limited has been expanded to include additional projects within the prospective New Georgia Belt, consolidating the island chain. Exploration is now focused on the discovery of large porphyry and epithermal gold deposits. Generative exploration activities were completed at Kele, Mase, Tirua and Paraso while diamond drilling was also completed at Kele, Tirua and Mase.

In Western Australia, the Tropicana joint venture continues to systematically explore the highly prospective Tropicana Belt through auger surface geochemical sampling and follow-up aircore, reverse circulation and diamond drilling. At the wholly owned Viking project, immediately southwest of the Tropicana JV, aircore and diamond drilling at the Beaker prospect has intercepted potentially significant gold mineralisation. In South Australia, diamond drill testing of conceptual iron oxide copper-gold (IOCG) targets was completed at the Coronation Bore prospect, in joint venture with Stellar Resources.

Brownfields exploration

South Africa

A total of 22 surface holes were drilled during the year, six at Moab Khotsong, three at Mponeng (WUDLs) and 12 shallower surface holes were completed to the west of Kopanang, while one is still currently being drilled.

At Moab Khotsong, borehole MGR8 continued advancing its long deflection to the north. It was stopped due to budgetary constraints in the last quarter, but the site was not rehabilitated as the hole will continue as soon as funding is available. The drilling of the long deflection to the south in MGR6 continued. MHH2 advanced to a depth of 2,880 meters and progress was delayed by a series of in-hole technical difficulties. Diamond drilling started at MCY6 and advanced the hole to 1,998 meters. A high speed drilling program started to confirm the structure in the center of the main Zaaiplaats block, borehole MMB6 progressed to 2,541 meters and borehole MMB7 advanced to 1,134 meters.

A new generation, high resolution 3-D seismic survey was completed over the Project Zaaiplaats Phase 3 area.

Three holes are currently being drilled on the WUDLs Mining Rights extension of Mponeng Mine. These holes are all targeting the Ventersdorp Contact Reef. All the holes experienced significant loss of drill fluids and required multiple grouting operations. UD51 by year end had reached a depth of 3,582 meters in the Klipriviersberg lavas. UD59 advanced to 2,446 meters in the Klipriviersberg lavas and UD60 drilled to 1,556 meters.

The drilling of a series of shallow surface holes (500 meters – 1,400 meters) to the west of Kopanang continued during the year. A total of six holes targeting the Ventersdorp Contact Reef and six holes targeting the Vaal Reef were completed during the year.

Argentina

At Cerro Vanguardia, the drilling programs for Mineral Resource expansion and exploration continued during the year. Follow up drilling for vein extensions along strike and at depth was able to expand mill ore. Exploration and Mineral Resource modeling were able to identify opportunities for material to be processed at the heap leach facility. Exploration activities and drilling were completed based on geophysical surveys and target identification studies conducted at the El Volcan project during the year.

Brazil

In the Iron Quadrangle, the Mineral Resource development drilling programs continued at the Cuiabá and Lamego mines with renewed emphasis on support to long-term planning and Mineral Resource definition. The surface drilling programs at the Córrego do Sítio project continued to expand the oxide Mineral Resource, while underground drilling at Córrego do Sítio focused on developing the Sangue do Boi sulfide Mineral Resource for production. Exploration work beyond the production centers included follow up underground drilling at Raposos. Regional exploration programs were conducted at the Pari and Morro da Gloria projects.

At Serra Grande, the second year of fast track exploration program was completed with additional expansion of the Mineral Resource. The program was focused on additions in the Pequizão, Mina Nova, Mina III and Structure NW/Cajueiro targets. Geophysical surveys and soil sampling campaigns continued to be useful methods for target identification in preparation for drilling programs at the Cajueiro, Structure NW and Boa Vista (Votorantim Metais JV) regional targets.

Colombia

Exploration in the Gramalote area was focused on infill drilling to support the update of the Mineral Resource estimation for the Gramalote Central deposit. Drilling programs were also conducted for nearby satellite targets at Monjas West, Trinidad, and El Limon. As part of the prefeasibility study, additional infrastructure and geotechnical drill holes were completed to support highwall design and condemnation drilling for the proposed plant site, waste rock, and tailings storage facilities.

At La Colosa, the Mineral Resource development drilling program continued with four drills operating through most of the year. The geological model was updated during the year to support a significant Mineral Resource addition that came through expansion of the deposit to the northwest and at depth. Other drilling continued as support for site characterization and infrastructure site selection studies.

United States

The Mineral Resource development drilling program continued during the year at CC&V. Work focused on infill drilling to improve the definition of material within the current mine designs that will feed the planned mill facility. Other drilling was directed toward identifying expansion opportunities for the current open pit operations through highwall cutbacks. Selective drilling was also conducted to test deeper targets below or adjacent to planned open pit designs that may provide additional mill feed material potential.

Tanzania

At Geita, Mineral Resource upgrade and extension drilling was completed at the Geita Hill, Nyankanga and Star & Comet operations. Limited pre-resource drilling programs were undertaken to test exploration targets. The infill drilling campaigns aimed at increasing the confidence level of the Mineral Resource base and to allow for Mineral Resource to Ore Reserve conversion. A total of 440 holes for 85,221 meters were completed, with 67,738 samples submitted for gold assay.

As a result of this extensive drilling campaign, positive analytical results were received for holes drilled at Nyankanga Cut 7 OP, Geita Hill East and West, Star & Comet – Ridge 8 Gap, Ridge 8, Nyankanga Block 1 & 2, Kukuluma, Matandani and Area 3 West areas. However, poor analytical results were received for the Geita Hill Waste Dump sterilization program.

Drilling of down-dip extensions outside of the existing Nyankanga pit shell continue to support and extend underground potential at Geita.

Pit-scale structural mapping was completed at Nyankanga, Geita Hill and Star & Comet. This detailed mapping has provided resolution to the understanding of the geological model over the respective areas. Induced polarization (IP), gravity and electromagnetic geophysical surveys were also undertaken during the year and assisted with target generation.

Guinea

At Siguiri, exploration activities focused on the Block 1 license area with a total of 144,908 meters drilled during the year. Infill Mineral Resource drilling of 86,552 meters took place along the main northsouth trending Siguiri mineralized area, as well as an aggressive reconnaissance drilling program of 34,145 meters over soil anomalies and structural targets.

Significant drilling activities took place in the Sintroko-Sokunu, Tailings Facility, Silakoro, Kami- Kossise-Kozan, Sanu Tinti-Eureka-Kalamagna, Balato, and Kintinian areas. Fresh rock drilling centred on the hard rock mineralization potential below the pits of Kami NE, Kozan South, Kalamagna Pit 1, Sanu Tinti and Bidini and confirms the continuation of the mineralized ore zones below the oxide- fresh rock interface. In total, 8,824 meters were drilled for fresh rock exploration purposes.

The target generation program in Block 1 continued to center on IP surveys over selected soil geochemical and structural target areas. IP surveys were completed at Silakoro, Sintroko South and Komatiguiya. Gravity surveys were also completed over Silakoro and Sintroko South target areas. No surface geochemical soil sampling took place.

Ghana

At Obuasi, a total of 12,169 meters was drilled, with 4,805 meters from underground exploration and 7,364 meters from surface exploration activities. Surface exploration focused on the Rusty Monkey target, with 16 holes completed for a total of 5,659 meters.

Underground exploration continued to focus on the BSVS project area below 50 Level, with drilling designed to upgrade the existing Mineral Resource and test the down dip extensions of quartz and sulfide mineralization hosted within the carbonaceous and graphitic shear zones present in the area below Block 10 to -1390RL. Above 50 Level, drilling also commenced in Sansu 3 area during November to upgrade the Mineral Resource in Red Zone 9 area.

Field mapping and sampling to generate drill targets and enhance and refine geological understanding continued throughout the year.

A total of 13,227 meters of drilling was completed at Iduapriem. The focus was on Mineral Resource conversion drilling to facilitate the on-going Iduapriem expansion study, specifically at Block 3W and Blocks 7 and 8. A sterilization drilling program of 3,084 meters was carried out at the proposed location of the Ajopa waste dump from August to October 2012.

The geological modelling of Blocks 1, 2, 3, 3W, 4 and 5 to investigate the potential underground extraction of mineralization below the open pittable Mineral Resource has been completed.

DRC

At Mongbwalu, a total of 30,000 meters of brownfield exploration drilling was carried out. Drilling focused on infill Mineral Resource drilling within the main Adidi-Mongbwalu Mine area. Sterilization drilling was undertaken over both the portal, plant and camp areas. Additionally, over 18,000 meters of greenfield drilling was completed in the year under review. Limited reconnaissance drilling was completed in the Adidi North and Tchangaboli areas.

Total diamond drilling at Kibali was 18,000 meters. At the KCD deposit, a data review identified an area at the down plunge termination of the 5000 lode stope designs that has potential for Mineral Resource conversion and extension. Results to date are encouraging and compare positively with the current interpolated block model values; however, a potential loss was identified in the 3000 lode with some intersections lower than those predicted by the block model. The KCD deposit remains open down plunge and there are further opportunities for the conversion of Inferred Mineral Resource, most notably in Colombia,the 9000 lode.

Within a 10 kilometer radius of the main Sessenge-KCD deposit, there are a number of satellite deposits which are considered to have significant upside, either having very limited drilling or drilling only to relatively shallow depths. Kombokolo, Gorumbwa, Pakaka, Agbarabo and Mengu Hill are priority targets which form part of the endowment development plan for near mine site targets.

At Gorumbwa, drilling results confirmed the current model and further defined the depletion of underground Mineral Resource by historic mining activities. The drilling has the potential to allow for the conversion of a significant proportion of the current Mineral Resource into Ore Reserve and suggests further open pit potential.

At Mengu Village and Mengu Hill, an 18-hole shallow pitting program was designed and completed in November to test for the up-plunge continuation of mineralization beyond available drill data. Results received to date have confirmed the presence of a significant mineralized system.

Mali

A total of 119,554 meters of reverse circulation (RC) and diamond drilling were completed at Sadiola and Yatela.

At Sadiola, 48,490 meters of RC drilling was concentrated at Tambali, FE Gap, S12, Sadiola NE and the sub-laterite targets of Mandakoto and Sekokoto. Diamond drilling of the deep sulfide targets below the Sadiola Sulphide Project was conducted. Further core drilling focused on sulfide exploration below FE 3 and 4 and Tambali pits and follow-up drilling for geology and structural interpretation at Tabakoto and S12. Sterilization drilling of 9,854 meters was successfully conducted at Tambali and over the proposed TSF and SSP infrastructure.

The S12 target at Sadiola, west of the FE3 pits, was one of the most prospective areas drilled during the year. Good results have been returned from both oxide and shallow sulfide intersections, with further drilling planned. Follow up drilling at Mandakoto confirmed the extension of northeast-southwest mineralization. At Tambali, drilling around the planned pit areas indicates the potential for extension of the current oxide Mineral Resource and sulfide potential at depth.

Exploration at Yatela consisted of 59,192 meters RC drilling at Yatela NE, KW18, Alamoutala, Yatela Diorite, Badji and Yiri. Diamond drilling totaled 2,608 meters. Approximately 11 percent of the RC drilling was conducted over proposed waste dump areas for sterilization purposes.

An IP geophysical survey at Sadiola-Yatela commenced in June and has been partially completed, with some delays experienced due to logistical factors and weather. Hyperspectral core imaging of 93,000 meters of core was completed and will provide alteration based vectors for exploration targeting and predictive metallurgy.

A comprehensive termite mound sampling program was undertaken over the entire Sadiola concession during 2012. The program has been successful in highlighting prospective areas on the lease along the FE trend and northeast extensions of the Sadiola mineralization. Termite mound sampling was also started at Yatela and will continue next year. Portable XRF analysis of all termite mound samples is ongoing to provide multi-element data and identify potential pathfinder elements for target generation.

A three-year research program by the Centre for Exploration Targeting (CET) from the University of Western Australia commenced in early 2012. The objective of this project is to review and enhance the geological understanding of the Sadiola-Yatela deposit. This will inform further exploration programs within the area.

Namibia

At Navachab, 23,741 meters of drilling was completed over several areas, with the emphasis on the expansion project, Main Pit down-plunge extension area, and the Okahandja targets.

Drilling of the expansion project consisted of 7,105 meters diamond drilling for Mineral Resource upgrades and 4,846 meters RC drilling, mainly for sterilization purposes, over the waste dump area. A total of 7,495 meters of diamond drilling was completed in the lower schist down-plunge target at the Main Pit.

Off-mine exploration focused on the Okahandja target area, with 2,127 meters of drilling to test the geophysical and soil geochemical targets generated at Agagia. Soil geochemical sampling was conducted at the Cox Montis target.

Australia

At Tropicana, a revised Mineral Resource estimate was prepared. Open Pit Resources are now reported within an A$1,500 per ounce pit shell. The study will consider the trade-off between open pit and underground mining options and will provide recommendations as to the optimal mining approach. Study work has commenced with metallurgical testing underway and a mining and geotechnical review.

Drilling of 38,336 meters for the Havana Deeps prefeasibility study was completed during the year while 14,221 meters of drilling of near-mine targets continued during the year. Drilling completed on the Havana-Tropicana trend, the Springbok/Hat Trick area and Boston Shaker.

Exploration at Sunrise Dam focused on growing the Mineral Resource base so that Sunrise Dam has the platform from which it can deliver its business plan each year. This was achieved through the specific work that includes:

in-mine exploration (35,739 meters), which extends the known Mineral Resource in areas proximal to existing development; and

near-mine exploration, which determines an understanding of the potential for Sunrise Dam, through specific geological characterization, and explores the areas around the mine and within enveloping tenure of 2,932 meters. This forms part of the mine life expansion project of 47,569 meters and includes the Vogue Mineral Resource of 28,897 meters.

A total of 115,137 meters was drilled in 420 drill holes. Drilling (66 percent) focused on deep extensions and longer-term Mineral Resource growth of the Vogue, Carey Shear and Astro-Sunrise Shear Lodes, whilst 33 percent of the drilling focused on in-mine exploration and mineral resource extension.

ANGLOGOLD ASHANTI / DE BEERS JOINT VENTURE

In South America,African Sea Areas (SASA), a drilling program was concluded in February with a total of 87 boreholes drilled. All but 3.5 percent of samples taken over the 260 x 60 kilometers exploration area contained gold. This suggests that the exploration is taking place within a significant gold province but that this search now needs to be narrowed down geologically to target areas of higher potential.

A full review of all data collected to date was conducted by the joint venture around mid-year and a number of work flows were identified for completion prior to a further review.

In Nome, the environmental baseline studies field work was successfully completed and the first draft report issued. Side scan sonar, swath bathymetry and 2D seismics survey were completed (3,997 line kilometers). Interpretation of the geophysical data has been completed and an initial geophysical model developed.

A ship-based sonic core drilling campaign was completed during the summer season and 454 meters of core retrieved. This core was transported to Cape Town where initial logging and sampling has started. A conceptual economic study was completed and indicated that a positive business case was possible.

4C.

ORGANIZATIONAL STRUCTURE

GROUP STRUCTURE

AngloGold Ashanti’s operations are divided into the following regions:

South Africa – operations in Vaal River and West Wits;

Continental Africa – operations in Ghana, Guinea, Namibia and Tanzania and joint venture operations in the DRC and Mali;

Australasia – operation in Australia; and

Americas – operations in Argentina, Brazil and the United States.

The above four regions also correspond to AngloGold Ashanti’s four business segments.

Management of the group is entrusted to AngloGold Ashanti’s executive committee which is chaired by the Chief Executive Officer. See “Item 6.: Directors, executive management and employees”.

Support is provided to the executive committee in managing AngloGold Ashanti’s corporate activities at both the central and local levels. Activities managed centrally include strategic and business planning, marketing, corporate finance, treasury, exploration, technology and innovation, corporate secretarial and corporate affairs. Specialized services directed from the center but managed by local operations include mining, engineering, metallurgy, mineral resource management, safety and health, the environment and human resources.

SUBSIDIARIES

AngloGold Ashanti has investments in principal subsidiaries and joint venture interests, see “Item 19.: Exhibits – Exhibit 19.8 List of AngloGold Ashanti Limited subsidiaries” for details.

4D.

PROPERTY, PLANTS AND EQUIPMENT

AngloGold Ashanti’s operating mines are all accessible by road.

SOUTH AFRICA - GEOLOGY

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

Gold occurs in laterally extensive land holdings.quartz pebble conglomerate horizons or reefs, generally less than two meters thick, which are widely considered to represent laterally extensive braided fluvial deposits. Separate fan systems were developed at different entry points and these are preserved as distinct goldfields. The most fundamental control to the gold distribution in the Basin remains the sedimentary features, such as facies variations and channel directions. Gold generally occurs in native form often associated with pyrite and carbon, with quartz being the main gangue mineral.

ExplorationOperations in the South Africa region are powered by electricity from Eskom Holdings Limited which supplies 95 percent of the electricity used in South Africa.

Vaal River operations

Description

The Vaal River operations consist of Great Noligwa, Kopanang, Moab Khotsong as well as surface operations.

Geology

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

The Vaal Reef contains approximately 85 percent of the reserve tonnage with mining grades between 10 and 20g/t and comprises a series of oligomictic conglomerates and quartzite packages developed on successive unconformities. Several distinct facies have been identified, each with its unique gold distribution and grade characteristic.

The VCR has a lower grade than the Vaal Reef, and contains approximately 15 percent of the estimated reserves. The economic portion is mainly concentrated in the western part of the lease area and can take the form of a massive conglomerate, a pyritic sand unit with intermittent pebble layers or a thin conglomerate horizon. The reef is located at the contact between the overlying Kliprivierberg Lavas of the Ventersdorp SuperGroup and the underlying sediments of the Witwatersrand SuperGroup which creates a distinctive seismic reflector. The VCR is located up to one kilometer above the Vaal Reef.

The “C” Reef is a thin, small pebble conglomerate with a carbon-rich basal contact, located approximately 270 meters above the Vaal Reef. It has less than 1 percent of the estimated reserves with grades similar to the Vaal Reef, but is more erratic. The most significant structural features are the north-east striking normal faults which dip to the north-west and south-east, resulting in zones of fault loss.

Vaal River – Summary of metallurgical operations

    West Gold
Plant
   East Gold
Acid and
Float Plant
   Noligwa
Gold Plant
   Mispah Gold
Plant
   Kopanang  
Gold Plant  
 

 Gold plants

          

  Capacity (000 tonnes/month)

   180    309    263    140    420   

 Uranium plants

          

  Capacity (000 tonnes/month)

             263         –    

Vaal River – Great Noligwa

Description

Great Noligwa, which began operations in 1972, is a mature operation which adjoins Kopanang and Moab Khotsong and is located close to the town of Orkney, near the Vaal River. The Vaal Reef, the operation’s primary reef, and the Crystalkop Reef, a secondary reef, are mined from a twin-shaft system over eight main levels at an average depth of 2,400 meters. Given the geological complexity of the orebody at Great Noligwa, a pillar mining method is employed.

The mine shares a milling and treatment circuit with Moab Khotsong and Kopanang.

Vaal River – Kopanang

Description

Kopanang is located in the Free State province, roughly 170 kilometers south-west of Johannesburg and approximately 10 kilometers southeast of the town of Orkney on a lease area of 35km2. The operation which started in 1984 is west of neighbour Great Noligwa and bound to the south by the Jersey Fault. Gold is the primary output with uranium oxide as a by-product from a single shaft system to a depth of 2,600 meters.

Kopanang almost exclusively exploits the Vaal Reef, although minor amounts of gold are also extracted from the secondary Crystalkop Reef. Given the geologically complex orebody, scattered mining is used.

Vaal River – Moab Khotsong

Description

Moab Khotsong started operations in 2003 and is AGA’s newest gold mine in South Africa. It is situated near Orkney, Klerksdorp and Viljoenskroon, about 180 kilometers southwest of Johannesburg. Stoping operations began in November 2003, with the mine expected to reach full production in 2013. Given the geological complexity of the Vaal Reef, scattered mining is employed.

The Zaaiplaats orebody in the Moab Khotsong lease area presents a significant growth opportunity and capital has been allocated to support its development in phases.

Surface operations

Description

Surface operations (metallurgy) extract gold from marginal ore dumps and tailings storage facilities on surface at various Vaal River and West Wits operations where there is more metallurgical capacity than reef mined. Uranium is produced as a by-product. In addition, backfill product is used as support in mining operations. The surface operation includes the rail transport infrastructure, the Vaal River and West Wits Laboratories and tailings management facilities. Although there is more than one surface operation they are technically reported as one.

Mine Waste Solutions

Description

MWS is a gold and uranium tailings recovery operation located in the western portion of the Witwatersrand Basin, some 160 kilometers from Johannesburg approximately 8 kilometers from the town of Klerksdorp near Stilfontein in the North West Province. It has been operational since 1964 and was previously owned by First Uranium Corp.

The Project consists of 14 tailings dams, which are made up of deposits from three gold and uranium mines that operated for 50 years.

The tailings dams are scattered over an area that stretches approximately 13.5 kilometers north to south and 14 kilometers east to west. The footprints of the 14 tailings dams cover an area of approximately 1,100 hectares.

The MWS gold plants have the capacity to treat tailings of 1,93 million tonnes per month. The uranium plant has a design capacity of 135,000 tonnes per months and plan construction is expected to be completed by the last quarter of 2013.

Geology

MWS lies within the Witwatersrand Basin, an Archaean sedimentary basin which was deposited over a protracted time period, whose surface expression is an elongate structure that extends longitudinally for approximately 300 kilometers northeast-southwest by 100 kilometers northwest-southeast.

The tailings dams are comprised of tailings material which originated from the processing of underground ore from Buffelsfontein Gold mine (“BGM”) and the now defunct Stilfontein Gold Mine (“SGM”). Both BGM and SGM predominately extracted gold from conglomerate refs of the Witwatersrand Basin. The material contained in the tailings dams is generally fine.

West Wits operations

Description

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

Geology

Two reef horizons are exploited at the West Wits operations, the Ventersdorp contact Reef (VCR) located at the top of the Central Rand Group and the Carbon Leader Reef (CLR) near the base. The separation between the two reefs increases from east to west from 400 to 900 meters, due to unconformity in the VCR. TauTona and Savuka exploit both reefs, whereas Mponeng only mines the VCR. Faults of greater than 70 meters are rare. The CLR consists of one or more conglomerate units and varies from several centimeters to more than three meters in thickness. Regionally, the VCR dips at approximately 21 degrees but may vary between 5 degrees and 50 degrees, accompanied by changes in thickness of the conglomerate units. Where the conglomerate has the attitude of the regional dip, it tends to be thick, well-developed and accompanied by higher gold accumulations. Where the attitude departs significantly from the regional dip, the reef is thin, varying from several centimeters to more than three meters in thickness.

West Wits – Mponeng

Description

Mponeng, in operation since 1986, is located between the towns of Carletonville and Fochville on the border between Gauteng and the North West Province, southwest of Johannesburg. The operation, the world’s deepest mine, extracts the Ventersdorp Contact Reef (VCR) at depths between 2,400 meters and 3,900 meters through sequential-grid mining. The Mponeng lease area is constrained to the north by the TauTona and Savuka mines, to the east by Gold Fields’ Driefontein mine and to the west by Harmony’s Kusasalethu mine. Mponeng comprises a twin-shaft system housing two surface shafts and two sub-shafts. Ore is treated and smelted at the mine’s gold plant. The plant has a monthly capacity of 165 000 tonnes.

West Wits – TauTona

Description

TauTona lies on the West Wits Line, just south of Carletonville in Gauteng, about 70 kilometers southwest of Johannesburg. In operation since 1961, mining takes place at depths of 1,850 meters to 3,450 meters. The mine has a three-shaft system, supported by secondary and tertiary shafts, and is in the process of converting from longwall to scattered-grid mining. The change in mining method was necessitated by the increasingly complex geology being encountered and the unsuitability of the current method for mining through the Pretorius fault. This change is also expected to improve safety.

West Wits – Savuka

Description

Savuka is situated on the West Wits line in the province of Gauteng, close to the town of Carletonville and approximately 70 kilometers southwest of Johannesburg. The Carbon Leader Reef (CLR) is mined at depths varying between 3,137 meters and 3,457 meters below surface and the Ventersdorp Contact Reef (VCR) at a depth of 1,808 meters below surface.

Savuka shares a processing plant with neighbouring TauTona and has been operational since 1962. The gold plant has a monthly capacity of 160 000 tonnes.

The West Wits team conducted an investigation into the incorporation of Savuka, which is nearing the end of its working life, into either TauTona or Mponeng. Post year-end, the investigation concluded that the optimal, most efficient solution to accessing Savuka’s remaining Ore Reserves would be via TauTona’s infrastructure.

From January 1, 2013 Savuka and TauTona operate as a single mine.

CONTINENTAL AFRICA

GHANA - Summary of metallurgical operations

   Obuasi  

        Iduapriem

Plant

 
   Sulfide Treatment
Plant
  

Tailings

Treatment Plant

  

Capacity (000 tonnes/month)

  195    180    385  

Ghana – Iduapriem

Description

Iduapriem, wholly owned by AngloGold Ashanti since September 2007, comprises the Iduapriem and Teberebie properties on a 110km2 concession. The mine, which began operations in 1992, is situated in the western region of Ghana, some 70 kilometers north of the coastal city of Takoradi and 10 kilometers southwest of Tarkwa.

Iduapriem is an open-pit mine and its processing facilities include a Carbon-in-pulp (CIP) plant.

Geology

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

Ghana – Obuasi

Description

Obuasi, wholly owned by AngloGold Ashanti since 2004, is located in the Ashanti Region of Ghana, approximately 60 kilometers south of Kumasi. Mining operations are primarily underground, to a depth of 1.5 kilometers. However, some surface mining in the form of open pit and tailings reclamation also occurs. Obuasi originally opened in 1897.

Geology

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

Two main ore types are mined:

quartz veins which consist mainly of quartz with free gold in association with lesser amounts of various metal sulfides such as iron, zinc, lead and copper. The gold particles are generally fine-grained and occasionally are visible to the naked eye. This ore type is generally non-refractory; and

sulfide ore which is characterized by the inclusion of gold in the crystal structure of a sulfide material. The gold in these ores is fine-grained and often locked in arsenopyrite. Higher gold grades tend to be associated with finer grained arsenopyrite crystals. Other prominent minerals include quartz, chlorite and sericite. Sulfide ore is generally refractory.

Power is supplied to the mines by the Volta River Authority.

GUINEA

Description

Siguiri, a multiple open-pit oxide gold mine which opened in 1997, is AngloGold Ashanti’s sole operation in the Republic of Guinea. It is located in the district of Siguiri, around 850 kilometers northeast of the country’s capital Conakry. Conventional mining activities are performed by contractors in multiple open pits using conventional techniques. On surface, Siguiri’s gold processing plant treats about 960,000 tonnes per month. Power to the mine is self-generated.

AngloGold Ashanti holds an 85 percent interest in Siguiri and the balance of 15 percent is held by the Government of Guinea.

Geology

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

laterite or CAP mineralization which occurs as aprons of colluvial or as palaeo-channels of alluvial lateritic gravel adjacent to, and immediately above; and

in-situ quartz-vein related mineralization hosted in meta-sediments with the better mineralization associated with vein stockworks that occurs preferentially in the coarser, brittle siltstones and sandstones.

The mineralized rocks have been deeply weathered to below 100 meters in places to form saprolite or SAP mineralization. With the percentage of available CAP ore decreasing, a carbon-in-pulp (CIP) plant is used to treat predominantly SAP ore.

MALI

AngloGold Ashanti has interests in three gold mining operations in Mali, namely, Sadiola, Yatela and Morila. It manages two of these operations, Sadiola and Yatela.

Mali – Morila (attributable 40 percent)

Description

The Morila mine has operated for 13 years and is situated 180 kilometers southeast of Bamako, the capital of Mali. The operation treats low-grade stockpiles while the plant, which incorporates a conventional carbon-in-leach process with an upfront gravity section to extract the free gold, has annual throughput capacity of 4.3 million tonnes. Since mining was concluded in 2009 with the depletion of the orebody, operations at Morila currently involve processing of the stockpile which stood at 5 million tonnes (marginal ore and marginal waste) as at year-end. Power is supplied by a subcontractor.

AngloGold Ashanti has an effective 40 percent stake in Morila, as does Randgold Resources Limited (which manages the mine). The Government of Mali owns the remaining 20 percent.

Geology

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

Mali – Sadiola (attributable 41 percent)

Description

The Sadiola mine is situated in western Mali, some 77 kilometers south-southwest of the regional capital Kayes. The mine is a joint venture between AngloGold Ashanti (41 percent) and IAMGOLD (41 percent) and the government of Mali (18 percent). The mine has been operating under the current ownership structure since 1996. Mining activities take place in five open pits. On-site surface infrastructure includes a 4.9 million tonnes per annum carbon-in-leach gold plant where the ore is eluted and smelted. Sadiola’s future lies in the expansion of the Sadiola main pit and a new plant. Power to the Sadiola and Yatela mines is self-generated.

Geology

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

Mali – Yatela (attributable 40 percent)

Description

Yatela, operational since 2001, is 80 percent owned by the Sadiola Exploration Company Limited, a joint venture between AngloGold Ashanti and IAMGOLD, giving each a 40 percent stake in Yatela. The balance of 20 percent is owned by the government of Mali.

The Yatela mine is situated in western Mali, some 25 kilometers north of Sadiola and approximately 50 kilometers south-southwest of the regional capital Kayes. Ore extraction has been conducted from a number of pits in which mining in most of these pits has been completed.

For the remaining years of the life of mine, the focus will be on a final cutback in Yatela Main pit as well as a new pit north of the Yatela Main pit. The ore mined is treated on heap-leach pads together with carbon loading. The carbon is then transported to Sadiola for elution and smelting.

Geology

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

NAMIBIA

Namibia – Navachab

Description

The Navachab gold mine is situated near the town of Karibib, some 170 kilometers northwest of the capital Windhoek and 171 kilometers inland on the southwest coast of Africa.

Navachab, which began operations in 1989, is an open-pit mine with a processing plant which includes a mill as well as CIP and electro-winning facilities, all with a monthly capacity of 120,000 tonnes.

Geology

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

TANZANIA

Tanzania – Geita

Description

The Geita gold mine is located in the Lake Victoria goldfields of the Mwanza region of Tanzania, about 120 kilometers from Mwanza and 4 kilometers west of the town of Geita.

The Geita gold mine is a multiple open pit operation with underground potential and is currently serviced by a 5.2 million tonnes per annum CIL processing plant.

Geology

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

AUSTRALIA

Australia – Sunrise Dam

Description

The Sunrise Dam gold mine is located in the northern goldfields of Western Australia, 220 kilometers northeast of Kalgoorlie and 55 kilometers south of Laverton.

The mine consists of a large open pit which is now in its sixteenth year of operation, and an underground mine which began in 2004. Mining is conducted by eithercontractors and the ore is treated in a conventional gravity and carbon-in-leach (CIL) processing plant, which is managed by AngloGold Ashanti teams or together with joint venture partners, in Canada, BrazilAshanti. Power to the mine is self-generated. The CIL processing plant has a nameplate capacity of 2.5 million tonnes per annum.

Geology

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

THE AMERICAS

UNITED STATES OF AMERICA

LOGO

United States of America – Cripple Creek & Victor

Description

AngloGold Ashanti holds a 100 percent interest in Cripple Creek & Victor (CC&V) Gold Mining Company’s Cresson Project, located in the state of Colorado in the United States. A surface mining operation provides ore to a crusher and valley-leach facility, one of the largest in the world. Production here began in 1994. Production from the mine life extension (MLE1) project, which involved expanding capacity at the heap-leach pad, began in 2011. A further life extension and production expansion project (MLE2) was approved in 2012. The power for the mine is purchased from Black Hills Energy. The mine became operational in 1976. The mine has been operated by AngloGold Ashanti since 1999.

Geology

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

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

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

Cripple Creek & Victor – Summary of metallurgical operations

 

Gold plants

   

Capacity (000 tonnes/month)

  

- crushed ore production

  1,7391,632

- total ore production

  1,7961,814

- solution processed

  2,371

Operating and production data for Cripple Creek & Victor operations

    2011         2010          2009  

Pay limit (oz/t)

   0.007         0.007         0.005  

Pay limit (g/t)

   0.24         0.23         0.17  

Recovered grade (oz/t)

   0.011         0.013         0.013  

Recovered grade (g/t)

   0.39         0.43         0.46  

Gold production (000 oz)

   267         233         218  

Total cash costs ($/oz)(1)

   569         500         371  

Total production costs ($/oz)(1)

   929         901         743  

Capital expenditure ($ million)

   67         73         87  

Employees(2)

   454         403         367  

Outside contractors

   127         243         195  

All injury frequency rate

   19.80          12.26          15.80  

(1)

Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures, see “Item 5A.: Operating results – Total cash costs and total production costs”.

(2)

Average for the year.

2,627

Performance

Production at CC&V increased by 15 percent to 267,000 ounces in 2011 at a total cash cost of $569 per ounce, compared with 233,000 ounces at a total cash cost of $500 per ounce the previous year.

Major construction of the MLE1 project was completed during the year and this contributed to production as ore was placed closer to the liner on the new section of the pad. An all phase 5 pad liner was placed in 2011, a county road was relocated and additional adjacent land was purchased in support of the project.

Operations continued to be affected by a severe drought in the Colorado River Basin. The lack of water reduced percolation through the pad, curtailing production and productivity. Total tonnage mined was increased from 180,000 tonnes a day to more than 200,000 tonnes a day to offset a higher strip ratio and decreasing grades.

Commodity inflation was the primary driver of the year-on-year increase in cash costs along with higher diesel consumption as mining occurred deeper in the Cresson pit and waste hauls were longer. Development and mining progressed on the Wild Horse Extension of the orebody which is expected to provide new ore at shallower depths, while additional working faces in the existing mining areas are expected to be available in the future.

Growth and improvement

CC&V’s Ore Reserve increased by 1 million ounces in 2011. Exploration in the concession area immediately surrounding the operation will continue. The feasibility study on the mine life extension 2 (MLE2) project was initiated by the Americas project team during the year. This expansion includes the addition of a mill and a second valley heap leach facility. Selective mining of mill-grade ore is to take place to feed the new plant and is expected to generate improvements to productivity, operating unit costs and production. The mill’s processing stream in MLE2 should allow a marked improvement in recoveries from the heap leach.

Safety

CC&V has a strong safety record with no fatalities in 2011, maintaining its long-term fatality-free record. The all injury frequency rate deteriorated to 19.80 from 12.26 per million hours worked in 2010, mainly due to an increase in relatively minor incidents of strains and sprains. The Environmental Observation Program continued in its second year and encouraged all employees to submit observations of safe as well as unsafe activities, unsafe conditions, near-miss incidents and environmental concerns. These observations are reviewed weekly by the management team and appropriate actions taken to resolve each issue.

The Project ONE and Safety Transformation initiatives were rolled out with standards being implemented as they are finalized. As part of the improvement initiatives, management is engaging all employees in soliciting, developing and implementing improvement ideas related to safety and production. This effort includes regular, scheduled meetings with top management and the hourly paid workforce.

In October, CC&V received recognition of continued certification at the “Gold” level in the Environmental Leadership Program sponsored by Colorado Department of Public Health and Environment (CDPHE).

SOUTH AMERICA

LOGO

AngloGold Ashanti has three operations in South America - Cerro Vanguardia in Argentina and AngloGold Ashanti Córrego do Sítio Mineração (AGA Mineração) and Serra Grande in Brazil.

AngloGold Ashanti has had an active exploration program in Colombia for some years, with the most favorable of the prospects being in the La Colosa district.

ARGENTINA

Argentina – Cerro Vanguardia

Description

AngloGold Ashanti has a 92.5 percent interest in Cerro Vanguardia with Fomicruz (the province of Santa Cruz) owning the remaining 7.5 percent. Located to the northwest of Puerto San Julian in the province of Santa Cruz, Cerro Vanguardia consists of multiple small open pits. Shallow underground mining began in 2010 to access high-grade material and in 2011 accountedaccounts for about 19 percent of the mine’s production. The orebodies comprise a series of hydrothermal vein deposits containing gold and large quantities of silver, which is mined as a by-product. Ore is processed at the metallurgical plant which has a capacity of 3,000 tonnes per day and includes a cyanide recovery facility. Power for the mine is self-generated but operated by an external contractor. The mine has been operated by AngloGold Ashanti since 1998.

Geology

The oldest rocks in this part of Patagonia are metamorphics of the Precambrian-Cambrian age. These are overlain by Permian and Triassic continental clastic rocks which have been faulted into a series of horsts and grabens and are associated with both limited basaltic sills and dykes and with calc-alkaline granite and granodiorite intrusions. Thick andesite flows of Lower Jurassic age occur above these sedimentary units. A large volume of rhyolitic ignimbrites was emplaced during the Middle and Upper Jurassic age over an area of approximately 100,000 square kilometers.100,000km2. These volcanic rocks include the Chon Aike formation ignimbrite units that host the gold bearing veins at Cerro Vanguardia. Post-mineral units include Cretaceous and Tertiary rocks of both marine and continental origin, the Quaternary La Avenida formation, the Patagonia gravel and the overlying La Angelita basalt flows. These flows do not cover the area of the Cerro Vanguardia veins.

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

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

Operating and production data for Cerro Vanguardia

    2011     2010      2009     

Pay limit (oz/t)

   0.11       0.13       0.12     

Pay limit (g/t)

   3.86       4.36       4.17     

Recovered grade (oz/t)

   0.182       0.178       0.190     

Recovered grade (g/t)

   6.23       6.11       6.51     

Gold production (000 oz) 100 percent

   212       209       208     

Gold production (000 oz) 92.50 percent

   196       194       192     

Silver production (000 oz) 100 percent

   2.9       2.8       2.2     

Silver production (000 oz) 92.50 percent

   2.7       2.6       2.0     

Total cash costs ($/oz)(1)

   403       366       359     

Total production costs ($/oz)(1)

   566       521       495     

Capital expenditure ($ million) 100 percent

   79       41       18     

Employees(2)

   1,065       883       753     

Outside contractors(2)

   579       359       316     

All injury frequency rate

   1.59       8.08       9.34     

(1)

Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures, see “Item 5A.: Operating results – Total cash costs and total production costs”.

(2)

Average for the year.

Performance

Cerro Vanguardia was the group’s lowest cost producer in 2011. Attributable gold production of 196,000 ounces was marginally higher than the previous year total of 194,000 ounces and met operating targets. Total cash costs of $403 per ounce were lower than projected at the beginning of the year due to improved efficiencies at the mine and also the positive impact of higher-than-forecast silver production and prices. Ensuring a consistent supply of feed to keep the plant running at capacity was a principal focus during the year, as was the consolidation of the fledgling underground operation. Two mine portals were opened in the Mangas Centro and Mangas Sur pits during the year and more than 6 million tonnes of underground development achieved.

Meeting production goals was complicated somewhat by the introduction of import restrictions by the federal government which delayed the delivery of some spare parts and capital equipment. In addition, accelerating inflation in Argentina pushed costs higher for both consumables and the payroll. These factors continue to pose a significant challenge in Argentina and may present additional hurdles to imports, in recruitment and labor relations in the year ahead.

Construction of the new heap leach was delayed from the third quarter of 2011 to the first quarter of 2012, principally owing to construction delays caused by unseasonably inclement weather. The delay curtailed production but was mitigated by additional output achieved by rescheduling some open pit operations as well as optimizing capacity of the underground operation. The heap leach project will allow Cerro Vanguardia to exploit additional sources of low-grade ore previously excluded from the mine plan.

Growth and improvement

About 34,000 meters of diamond drilling and 19,000 meters of reverse circulation holes were done during the year with the aim of expanding the resource at depth and to the north and west of the concession.

Given the continued inflationary challenges facing companies in Argentina, the potential reduction in unit costs that will accompany additional production, makes further expansion of the operation an attractive option. The mine continued work on the underground and heap leach projects which are expected to add incremental production in coming years. Given the continued success of the brownfield exploration team in identifying new, high-grade sources of ore in the vein structures at the mine, the Americas team is investigating further expansion possibilities. These include increasing the size of the plant and further expanding the scale of the heap leach footprint.

To improve the knowledge of the orebody and to provide more certainty of both grade and tonnage, the Gabriela, Lucy, Cuncuna, Rocio, El Lazo, Loma del Muerto, Osvaldo 4 and Liliana veins were drilled.

Focus will remain on the recruitment of skilled workers in an increasingly competitive environment for human resources as more mining development occurs nationally and regionally. Maintenance and planning strategies will also be adapted to cope with the more complex set of import restrictions.

Seminars, workshops and ongoing training of employees at all levels are aimed at ensuring a reduction in reportable environmental and safety incidents. At Cerro Vanguardia, close attention will be paid to the management of underground water in order to prevent pollution as this portion of the mine’s development increases.

Safety

Cerro Vanguardia’s safety performance improved further during 2011, and the mine recorded its ninth straight year with no fatality. The AIFR improved markedly from 8.08 to 1.59 per million hours worked, a new record for the mine. The safety transformation program was launched during the first half of the year with several initiatives developed to reinforce safety awareness.

BRAZILGLOBAL EXPLORATION

LOGO

GREENFIELDS EXPLORATION

Brazil – AngloGold Ashanti Córrego do Sítioholds a total of 69,565km2 of greenfield tenements over which exploration activities are undertaken through joint ventures, strategic alliances or as wholly-owned ground holdings.

During 2012, exploration activities were conducted in 14 countries with over 364,994 meters of diamond, reverse circulation and aircore drilling completed, compared to 213,441 meters in 2011. Drilling programs aimed to test new high-priority targets in Australia, Brazil, Tanzania, the DRC and the Solomon Islands, and continued to delineate existing discoveries in Guinea, Egypt and Colombia.

In the Americas, the principal area of focus has been to advance exploration on a number of key projects in Colombia, including an advanced-stage diamond drill campaign at the Nuevo Chaquiro target, Quebradona project (AngloGold Ashanti/B2Gold joint venture). The Nuevo Chaquiro target is a newly identified porphyry-related, copper-gold mineralized system located within the Western Cordillera of Colombia.

In 2012, about 20,700 meters of diamond drilling has tested this porphyry copper and gold mineralized stockwork zone. Long intersections of copper mineralization with gold credits indicate good continuity within the zone and it has been intersected at depths from about 400 meters to over 900 meters below surface.

In Brazil, a joint venture was signed with Graben Mineração (AGA Mineração)to explore its tenement holding in the highly prospective Juruena Belt while generative work continued in Argentina and the United States.

In sub-Saharan Africa, drilling continued to delineate significant mineralization at the Saraya and Kounkoun prospects, both located within 50 kilometers of the Siguiri mine in Guinea. At the Saraya prospect 9,230 meters was drilled to infill and define the extensions of the mineralized zone from which ore-grade mineralization was intersected in several holes. The zone has now been delineated over 1,300 meters in strike and from surface to 200 meters in depth. At Kounkoun about 56,000 meters was drilled with numerous shallow oxide ore-grade gold intersections indicating further good potential. In the DRC and Tanzania, preliminary diamond drill testing of coincident gold-in-soil and geophysical anomalies was completed.

In the Middle East and North Africa, exploration is conducted through a regional strategic alliance with Dubai-based Thani Investments. The alliance has made significant progress in advancing its Hutite orogenic gold discovery in Egypt and has also made further discoveries such as the Pandora epithermal system, in partnership with Stratex International, in Djibouti. Early stage exploration activities continued in both Ethiopia and Eritrea while project generation activities continued in Saudi Arabia where a number of tenement applications have been made.

In the Solomon Islands, the joint venture with XDM Resources Limited has been expanded to include additional projects within the prospective New Georgia Belt, consolidating the island chain. Exploration is now focused on the discovery of large porphyry and epithermal gold deposits. Generative exploration activities were completed at Kele, Mase, Tirua and Paraso while diamond drilling was also completed at Kele, Tirua and Mase.

In Western Australia, the Tropicana joint venture continues to systematically explore the highly prospective Tropicana Belt through auger surface geochemical sampling and follow-up aircore, reverse circulation and diamond drilling. At the wholly owned Viking project, immediately southwest of the Tropicana JV, aircore and diamond drilling at the Beaker prospect has intercepted potentially significant gold mineralisation. In South Australia, diamond drill testing of conceptual iron oxide copper-gold (IOCG) targets was completed at the Coronation Bore prospect, in joint venture with Stellar Resources.

Brownfields exploration

DescriptionSouth Africa

AngloGold Ashanti Córrego do Sítio Mineração (AGA Mineração) comprises two operational units, namelyA total of 22 surface holes were drilled during the year, six at Moab Khotsong, three at Mponeng (WUDLs) and 12 shallower surface holes were completed to the west of Kopanang, while one is still currently being drilled.

At Moab Khotsong, borehole MGR8 continued advancing its long deflection to the north. It was stopped due to budgetary constraints in the last quarter, but the site was not rehabilitated as the hole will continue as soon as funding is available. The drilling of the long deflection to the south in MGR6 continued. MHH2 advanced to a depth of 2,880 meters and progress was delayed by a series of in-hole technical difficulties. Diamond drilling started at MCY6 and advanced the hole to 1,998 meters. A high speed drilling program started to confirm the structure in the center of the main Zaaiplaats block, borehole MMB6 progressed to 2,541 meters and borehole MMB7 advanced to 1,134 meters.

A new generation, high resolution 3-D seismic survey was completed over the Project Zaaiplaats Phase 3 area.

Three holes are currently being drilled on the WUDLs Mining Rights extension of Mponeng Mine. These holes are all targeting the Ventersdorp Contact Reef. All the holes experienced significant loss of drill fluids and required multiple grouting operations. UD51 by year end had reached a depth of 3,582 meters in the Klipriviersberg lavas. UD59 advanced to 2,446 meters in the Klipriviersberg lavas and UD60 drilled to 1,556 meters.

The drilling of a series of shallow surface holes (500 meters – 1,400 meters) to the west of Kopanang continued during the year. A total of six holes targeting the Ventersdorp Contact Reef and six holes targeting the Vaal Reef were completed during the year.

Argentina

At Cerro Vanguardia, the drilling programs for Mineral Resource expansion and exploration continued during the year. Follow up drilling for vein extensions along strike and at depth was able to expand mill ore. Exploration and Mineral Resource modeling were able to identify opportunities for material to be processed at the heap leach facility. Exploration activities and drilling were completed based on geophysical surveys and target identification studies conducted at the El Volcan project during the year.

Brazil

In the Iron Quadrangle, the Mineral Resource development drilling programs continued at the Cuiabá and Lamego mines with renewed emphasis on support to long-term planning and Mineral Resource definition. The surface drilling programs at the Córrego do Sítio complexes. The Cuiabá complex includesproject continued to expand the Cuiabá and Lamego mines and the Cuiabá and Queiroz plants. In operation for 26 years, the Cuiabá mine is principally a cut-and-fill mine accessed by ramp and shaft. Lamego is a new mine developed to mine anoxide Mineral Resource, while underground sulfide ore. The first stage of the processing of the ore from Cuiabá and Lamego mines is in the gold plantdrilling at the Cuiabá complex, where concentrate is produced. The material is then transported 15 kilometers by aerial ropeway to the Queiroz plant where milling, flotation, roasting, leaching, precipitation and refining occur. Total capacity of the complete circuit is 1.65 million tonnes per year and recoveries of 93 percent are achieved.

The Córrego do Sítio operation comprises one surface (oxide)focused on developing the Sangue do Boi sulfide Mineral Resource for production. Exploration work beyond the production centers included follow up underground drilling at Raposos. Regional exploration programs were conducted at the Pari and twoMorro da Gloria projects.

At Serra Grande, the second year of fast track exploration program was completed with additional expansion of the Mineral Resource. The program was focused on additions in the Pequizão, Mina Nova, Mina III and Structure NW/Cajueiro targets. Geophysical surveys and soil sampling campaigns continued to be useful methods for target identification in preparation for drilling programs at the Cajueiro, Structure NW and Boa Vista (Votorantim Metais JV) regional targets.

Colombia

Exploration in the Gramalote area was focused on infill drilling to support the update of the Mineral Resource estimation for the Gramalote Central deposit. Drilling programs were also conducted for nearby satellite targets at Monjas West, Trinidad, and El Limon. As part of the prefeasibility study, additional infrastructure and geotechnical drill holes were completed to support highwall design and condemnation drilling for the proposed plant site, waste rock, and tailings storage facilities.

At La Colosa, the Mineral Resource development drilling program continued with four drills operating through most of the year. The geological model was updated during the year to support a significant Mineral Resource addition that came through expansion of the deposit to the northwest and at depth. Other drilling continued as support for site characterization and infrastructure site selection studies.

United States

The Mineral Resource development drilling program continued during the year at CC&V. Work focused on infill drilling to improve the definition of material within the current mine designs that will feed the planned mill facility. Other drilling was directed toward identifying expansion opportunities for the current open pit operations through highwall cutbacks. Selective drilling was also conducted to test deeper targets below or adjacent to planned open pit designs that may provide additional mill feed material potential.

Tanzania

At Geita, Mineral Resource upgrade and extension drilling was completed at the Geita Hill, Nyankanga and Star & Comet operations. Limited pre-resource drilling programs were undertaken to test exploration targets. The infill drilling campaigns aimed at increasing the confidence level of the Mineral Resource base and to allow for Mineral Resource to Ore Reserve conversion. A total of 440 holes for 85,221 meters were completed, with 67,738 samples submitted for gold assay.

As a result of this extensive drilling campaign, positive analytical results were received for holes drilled at Nyankanga Cut 7 OP, Geita Hill East and West, Star & Comet – Ridge 8 Gap, Ridge 8, Nyankanga Block 1 & 2, Kukuluma, Matandani and Area 3 West areas. However, poor analytical results were received for the Geita Hill Waste Dump sterilization program.

Drilling of down-dip extensions outside of the existing Nyankanga pit shell continue to support and extend underground (sulfide) mines,potential at Geita.

Pit-scale structural mapping was completed at Nyankanga, Geita Hill and Star & Comet. This detailed mapping has provided resolution to the understanding of the geological model over the respective areas. Induced polarization (IP), gravity and electromagnetic geophysical surveys were also undertaken during the year and assisted with target generation.

Guinea

At Siguiri, exploration activities focused on the Block 1 license area with a total of 144,908 meters drilled during the year. Infill Mineral Resource drilling of 86,552 meters took place along the main northsouth trending Siguiri mineralized area, as well as an aggressive reconnaissance drilling program of 34,145 meters over soil anomalies and structural targets.

Significant drilling activities took place in the Sintroko-Sokunu, Tailings Facility, Silakoro, Kami- Kossise-Kozan, Sanu Tinti-Eureka-Kalamagna, Balato, and Kintinian areas. Fresh rock drilling centred on the hard rock mineralization potential below the pits of Kami NE, Kozan South, Kalamagna Pit 1, Sanu Tinti and Bidini and confirms the continuation of the mineralized ore zones below the oxide- fresh rock interface. In total, 8,824 meters were drilled for fresh rock exploration purposes.

The target generation program in Block 1 continued to center on IP surveys over selected soil geochemical and structural target areas. IP surveys were completed at Silakoro, Sintroko South and Komatiguiya. Gravity surveys were also completed over Silakoro and Sintroko South target areas. No surface geochemical soil sampling took place.

Ghana

At Obuasi, a heap leach padtotal of 12,169 meters was drilled, with 4,805 meters from underground exploration and 7,364 meters from surface exploration activities. Surface exploration focused on the Rusty Monkey target, with 16 holes completed for a total of 5,659 meters.

Underground exploration continued to focus on the BSVS project area below 50 Level, with drilling designed to upgrade the existing Mineral Resource and test the down dip extensions of quartz and sulfide mineralization hosted within the carbonaceous and graphitic shear zones present in the area below Block 10 to -1390RL. Above 50 Level, drilling also commenced in Sansu 3 area during November to upgrade the Mineral Resource in Red Zone 9 area.

Field mapping and sampling to generate drill targets and enhance and refine geological understanding continued throughout the year.

A total of 13,227 meters of drilling was completed at Iduapriem. The focus was on Mineral Resource conversion drilling to facilitate the on-going Iduapriem expansion study, specifically at Block 3W and Blocks 7 and 8. A sterilization drilling program of 3,084 meters was carried out at the proposed location of the Ajopa waste dump from August to October 2012.

The geological modelling of Blocks 1, 2, 3, 3W, 4 and 5 to investigate the potential underground extraction of mineralization below the open pittable Mineral Resource has been completed.

DRC

At Mongbwalu, a total of 30,000 meters of brownfield exploration drilling was carried out. Drilling focused on infill Mineral Resource drilling within the main Adidi-Mongbwalu Mine area. Sterilization drilling was undertaken over both the portal, plant and camp areas. Additionally, over 18,000 meters of greenfield drilling was completed in the latter originally acquiredyear under review. Limited reconnaissance drilling was completed in the Adidi North and Tchangaboli areas.

Total diamond drilling at Kibali was 18,000 meters. At the KCD deposit, a data review identified an area at the down plunge termination of the 5000 lode stope designs that has potential for Mineral Resource conversion and extension. Results to date are encouraging and compare positively with the current interpolated block model values; however, a potential loss was identified in the 3000 lode with some intersections lower than those predicted by the block model. The KCD deposit remains open down plunge and there are further opportunities for the conversion of Inferred Mineral Resource, most notably in the 9000 lode.

Within a 10 kilometer radius of the main Sessenge-KCD deposit, there are a number of satellite deposits which are considered to have significant upside, either having very limited drilling or drilling only to relatively shallow depths. Kombokolo, Gorumbwa, Pakaka, Agbarabo and Mengu Hill are priority targets which form part of the endowment development plan for near mine site targets.

At Gorumbwa, drilling results confirmed the current model and further defined the depletion of underground Mineral Resource by historic mining activities. The drilling has the potential to allow for the conversion of a significant proportion of the current Mineral Resource into Ore Reserve and suggests further open pit potential.

At Mengu Village and Mengu Hill, an 18-hole shallow pitting program was designed and completed in November to test for the up-plunge continuation of mineralization beyond available drill data. Results received to date have confirmed the presence of a significant mineralized system.

Mali

A total of 119,554 meters of reverse circulation (RC) and diamond drilling were completed at Sadiola and Yatela.

At Sadiola, 48,490 meters of RC drilling was concentrated at Tambali, FE Gap, S12, Sadiola NE and the sub-laterite targets of Mandakoto and Sekokoto. Diamond drilling of the deep sulfide targets below the Sadiola Sulphide Project was conducted. Further core drilling focused on sulfide exploration below FE 3 and 4 and Tambali pits and follow-up drilling for geology and structural interpretation at Tabakoto and S12. Sterilization drilling of 9,854 meters was successfully conducted at Tambali and over the proposed TSF and SSP infrastructure.

The S12 target at Sadiola, west of the FE3 pits, was one of the most prospective areas drilled during the year. Good results have been returned from Eldoradoboth oxide and shallow sulfide intersections, with further drilling planned. Follow up drilling at Mandakoto confirmed the extension of northeast-southwest mineralization. At Tambali, drilling around the planned pit areas indicates the potential for extension of the current oxide Mineral Resource and sulfide potential at depth.

Exploration at Yatela consisted of 59,192 meters RC drilling at Yatela NE, KW18, Alamoutala, Yatela Diorite, Badji and Yiri. Diamond drilling totaled 2,608 meters. Approximately 11 percent of the RC drilling was conducted over proposed waste dump areas for sterilization purposes.

An IP geophysical survey at Sadiola-Yatela commenced in June and has been partially completed, with some delays experienced due to logistical factors and weather. Hyperspectral core imaging of 93,000 meters of core was completed and will provide alteration based vectors for exploration targeting and predictive metallurgy.

A comprehensive termite mound sampling program was undertaken over the entire Sadiola concession during 2012. The program has been successful in highlighting prospective areas on the lease along the FE trend and northeast extensions of the Sadiola mineralization. Termite mound sampling was also started at Yatela and will continue next year. Portable XRF analysis of all termite mound samples is ongoing to provide multi-element data and identify potential pathfinder elements for target generation.

A three-year research program by the Centre for Exploration Targeting (CET) from the University of Western Australia commenced in early 2012. The objective of this project is to review and enhance the geological understanding of the Sadiola-Yatela deposit. This will inform further exploration programs within the area.

Namibia

At Navachab, 23,741 meters of drilling was completed over several areas, with the emphasis on the expansion project, Main Pit down-plunge extension area, and the Okahandja targets.

Drilling of the expansion project consisted of 7,105 meters diamond drilling for Mineral Resource upgrades and 4,846 meters RC drilling, mainly for sterilization purposes, over the waste dump area. A total of 7,495 meters of diamond drilling was completed in the lower schist down-plunge target at the Main Pit.

Off-mine exploration focused on the Okahandja target area, with 2,127 meters of drilling to test the geophysical and soil geochemical targets generated at Agagia. Soil geochemical sampling was conducted at the Cox Montis target.

Australia

At Tropicana, a revised Mineral Resource estimate was prepared. Open Pit Resources are now reported within an A$1,500 per ounce pit shell. The study will consider the trade-off between open pit and underground mining options and will provide recommendations as to the optimal mining approach. Study work has commenced with metallurgical testing underway and a mining and geotechnical review.

Drilling of 38,336 meters for the Havana Deeps prefeasibility study was completed during the year while 14,221 meters of drilling of near-mine targets continued during the year. Drilling completed on the Havana-Tropicana trend, the Springbok/Hat Trick area and Boston Shaker.

Exploration at Sunrise Dam focused on growing the Mineral Resource base so that Sunrise Dam has the platform from which it can deliver its business plan each year. This was achieved through the specific work that includes:

in-mine exploration (35,739 meters), which extends the known Mineral Resource in areas proximal to existing development; and

near-mine exploration, which determines an understanding of the potential for Sunrise Dam, through specific geological characterization, and explores the areas around the mine and within enveloping tenure of 2,932 meters. This forms part of the mine life expansion project of 47,569 meters and includes the Vogue Mineral Resource of 28,897 meters.

A total of 115,137 meters was drilled in 420 drill holes. Drilling (66 percent) focused on deep extensions and longer-term Mineral Resource growth of the Vogue, Carey Shear and Astro-Sunrise Shear Lodes, whilst 33 percent of the drilling focused on in-mine exploration and mineral resource extension.

ANGLOGOLD ASHANTI / DE BEERS JOINT VENTURE

In South African Sea Areas (SASA), a drilling program was concluded in February with a total of 87 boreholes drilled. All but 3.5 percent of samples taken over the 260 x 60 kilometers exploration area contained gold. This suggests that the exploration is taking place within a significant gold province but that this search now needs to be narrowed down geologically to target areas of higher potential.

A full review of all data collected to date was conducted by the joint venture around mid-year and a number of work flows were identified for completion prior to a further review.

In Nome, the environmental baseline studies field work was successfully completed and the first draft report issued. Side scan sonar, swath bathymetry and 2D seismics survey were completed (3,997 line kilometers). Interpretation of the geophysical data has been completed and an initial geophysical model developed.

A ship-based sonic core drilling campaign was completed during the summer season and 454 meters of core retrieved. This core was transported to Cape Town where initial logging and sampling has started. A conceptual economic study was completed and indicated that a positive business case was possible.

4C.

ORGANIZATIONAL STRUCTURE

GROUP STRUCTURE

AngloGold Ashanti’s operations are divided into the following regions:

South Africa – operations in Vaal River and West Wits;

Continental Africa – operations in Ghana, Guinea, Namibia and Tanzania and joint venture operations in the DRC and Mali;

Australasia – operation in Australia; and

Americas – operations in Argentina, Brazil and the United States.

The above four regions also correspond to AngloGold Ashanti’s four business segments.

Management of the group is entrusted to AngloGold Ashanti’s executive committee which is chaired by the Chief Executive Officer. See “Item 6.: Directors, executive management and employees”.

Support is provided to the executive committee in managing AngloGold Ashanti’s corporate activities at both the central and local levels. Activities managed centrally include strategic and business planning, marketing, corporate finance, treasury, exploration, technology and innovation, corporate secretarial and corporate affairs. Specialized services directed from the center but managed by local operations include mining, engineering, metallurgy, mineral resource management, safety and health, the environment and human resources.

SUBSIDIARIES

AngloGold Ashanti has investments in principal subsidiaries and joint venture interests, see “Item 19.: Exhibits – Exhibit 19.8 List of AngloGold Ashanti Limited subsidiaries” for details.

4D.

PROPERTY, PLANTS AND EQUIPMENT

AngloGold Ashanti’s operating mines are all accessible by road.

SOUTH AFRICA - GEOLOGY

The Witwatersrand Basin comprises a six-kilometer thick sequence of inter-bedded argillaceous and arenaceous sediments that extend laterally for some 300 kilometers north-east/south-west and 100 kilometers north-west/south-east on the Kaapvaal Craton. The upper portion of the basin, which contains the orebodies, crops out at its northern extent near Johannesburg. Further west, south and east the basin is overlain by up to four kilometers of Archaean, Proterozoic and Mesozoic volcanic and sedimentary rocks. The Witwatersrand Basin is late Archaean in 2008age and since refurbished.is considered to be in the order of 2.7 to 2.8 billion years old.

Gold occurs in laterally extensive quartz pebble conglomerate horizons or reefs, generally less than two meters thick, which are widely considered to represent laterally extensive braided fluvial deposits. Separate fan systems were developed at different entry points and these are preserved as distinct goldfields. The most fundamental control to the gold distribution in the Basin remains the sedimentary features, such as facies variations and channel directions. Gold generally occurs in native form often associated with pyrite and carbon, with quartz being the main gangue mineral.

Operations in the South Africa region are powered by electricity from Eskom Holdings Limited which supplies 95 percent of the electricity used in South Africa.

Vaal River operations

Description

The Vaal River operations consist of Great Noligwa, Kopanang, Moab Khotsong as well as surface operations.

Geology

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

The Vaal Reef contains approximately 85 percent of the reserve tonnage with mining grades between 10 and 20g/t and comprises a series of oligomictic conglomerates and quartzite packages developed on successive unconformities. Several distinct facies have been identified, each with its unique gold distribution and grade characteristic.

The VCR has a lower grade than the Vaal Reef, and contains approximately 15 percent of the estimated reserves. The economic portion is mainly concentrated in the western part of the lease area in which Brasil Mineraçãoand can take the form of a massive conglomerate, a pyritic sand unit with intermittent pebble layers or a thin conglomerate horizon. The reef is located is known asat the Iron Quadrangle and is host to historic and current gold mining operations, as well as a number of open-pit limestone and iron ore operations. The geologycontact between the overlying Kliprivierberg Lavas of the Iron QuadrangleVentersdorp SuperGroup and the underlying sediments of the Witwatersrand SuperGroup which creates a distinctive seismic reflector. The VCR is composedlocated up to one kilometer above the Vaal Reef.

The “C” Reef is a thin, small pebble conglomerate with a carbon-rich basal contact, located approximately 270 meters above the Vaal Reef. It has less than 1 percent of Proterozoic and Archaean volcano-sedimentary sequences and Pre-Cambrian granitic complexes. The hostthe estimated reserves with grades similar to the gold mineralizationVaal Reef, but is more erratic. The most significant structural features are the volcano-sedimentary Nova Lima Group (NLG) that occurs at the base of the Rio das Velhas SuperGroup (RDVS). The upper sequence of the RDVS is the meta-sedimentary Maquiné Group. Cuiabá mine, located at Sabara Municipality, has gold mineralization associated with sulfides and quartz veins in Banded Ironstone Formation (BIF) and volcanic sequences. At this mine, structural control and fluids flow ascension are

the most important factors for gold mineralization with a common association between large-scale shear zones and their associated structures. Where BIF is mineralized the ore appears strongly stratiform duenorth-east striking normal faults which dip to the selective sulfidationnorth-west and south-east, resulting in zones of the iron rich layers. Steeply plunging shear zones tend to control the ore shoots, which commonly plunge parallel to intersections between the shears and other structures.fault loss.

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

BrazilVaal River – Summary of metallurgical operations

 

  AngloGold Ashanti Mineração   Serra Grande   
  Cuiabá   Raposos        West Gold
Plant
   East Gold
Acid and
Float Plant
   Noligwa
Gold Plant
   Mispah Gold
Plant
   Kopanang  
Gold Plant  
 

Gold plants

                

Capacity (000 tonnes/month)

   135      26      66      180    309    263    140    420   

Uranium plants

          

Capacity (000 tonnes/month)

             263         –    

Operating and production data for AGA MineraçãoVaal River – Great Noligwa

    2011     2010      2009  

Pay limit (oz/t)

   0.13       0.13       0.08  

Pay limit (g/t)

   4.41       4.40       2.69  

Recovered grade (oz/t)(1)

   0.217       0.210       0.205  

Recovered grade (g/t)(1)

   7.43       7.21       7.02  

Gold production (000 oz)

   361       338       329  

Total cash costs ($/oz)(2)

   571       444       347  

Total production costs ($/oz)(2)

   855       683       492  

Capital expenditure ($ million)

   259       142       84  

Employees(3)

   2,715       2,486       2,249  

Outside contractors(3)

   1,110       940       715  

All injury frequency rate

   4.05       2.62       4.19  

(1)

Recovered grade represents underground operations.

(2)

Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures, see “Item 5A. Operating results – Total cash costs and total production costs”.

(3)

Average for the year.

PerformanceDescription

At AGA Mineração, productionGreat Noligwa, which began operations in 2011 was 361,000 ounces, 7 percent higher than1972, is a mature operation which adjoins Kopanang and Moab Khotsong and is located close to the prior year.town of Orkney, near the Vaal River. The higher output followedVaal Reef, the ramp-up at Lamegooperation’s primary reef, and the startCrystalkop Reef, a secondary reef, are mined from a twin-shaft system over eight main levels at an average depth of production from Córrego do Sítio. Production was, however, negatively impacted by lower tonnage at Cuiabá, due mainly to geotechnical and fleet availability issues.

Cash costs of $571 per ounce were 29 percent up on the previous year, mainly due to labor cost inflation and higher energy consumption following the commissioning of the refrigeration plant in Cuiabá. Other factors were the stronger Brazilian real, which appreciated by 5 percent against the dollar in 2011, lower volumes and higher unit costs from new Córrego do Sítio sulfide production. An improved price received for sulfuric acid, a by-product at the Cuiabá complex, had a positive impact on costs during the year.

The cost and availability of specialized mining skills remained key challenges in Brazil, where a surfeit of mining and engineering projects exacerbated an already tight labor market and inflated salaries. This trend is likely to continue for some time with additional mining and infrastructure projects set to proliferate in Brazil in coming years, along with additional development of iron ore capacity and preparations for the next FIFA World Cup in 2014 and the Olympic Games in 2016.

Project ONE implementation is ongoing and the BPF stabilization phase was completed at Cuiabá, with benefits achieved in maintenance and production to counter the low availability of the fleet of heavy mechanized equipment. Renewed focus was placed on training to improve safety and productivity in high-dip areas, while trial mining using the sub-level bench method was successfully piloted and will now be extended to other areas of the mine. This change also mitigated geomechanical instability and is expected to result in improved productivity in 2012 and 2013.

2,400 meters. Given the increased mining depth to more than 1,100 meters at Cuiabá by the end of 2011 and the resultant rise in working temperatures, a refrigeration plant was commissioned to service the deeper areas of the mine.

At Lamego, where tonnages improved by 15 percent, the drill method was changed to cross-cut instead of driving the ramp down to the mine’s deepest levels so as to improve knowledgegeological complexity of the orebody at depth. Now, more than 2.5 yearsGreat Noligwa, a pillar mining method is employed.

The mine shares a milling and treatment circuit with Moab Khotsong and Kopanang.

Vaal River – Kopanang

Description

Kopanang is located in the Free State province, roughly 170 kilometers south-west of reserves are estimated to be available at current production rates, following development of ore drives from level 3.1 to level 4 at the Carruagem orebody. This enables a high level of mining flexibility.

While the scheduled maintenance shutdown at the pyrometallurgy plant at Queiroz was undertaken during the year, there was an unexpected shutdown of Plant A to undertake screeningJohannesburg and approximately 10 kilometers southeast of the catalyst bedtown of Orkney on a lease area of 35km2. The operation which started in 1984 is west of neighbour Great Noligwa and removal of the roasters. Three new flotation cells were addedbound to the Cuiabá plantsouth by the Jersey Fault. Gold is the primary output with uranium oxide as a by-product from a single shaft system to a depth of 2,600 meters.

Kopanang almost exclusively exploits the Vaal Reef, although minor amounts of gold are also extracted from the secondary Crystalkop Reef. Given the geologically complex orebody, scattered mining is used.

Vaal River – Moab Khotsong

Description

Moab Khotsong started operations in 2003 and the wallis AGA’s newest gold mine in South Africa. It is situated near Orkney, Klerksdorp and Viljoenskroon, about 180 kilometers southwest of the tailings dam was lifted to cope with incremental production.

At Córrego do Sítio, the underground sulfide mine was developed and the orebodies prepared for the start of production during 2011. This mine had reached production capacity of 40 percent by year-end. The underground mine produced 171,000 tonnesJohannesburg. Stoping operations began in 2011. The metallurgical plant was commissioned in January 2012. The oxide heap leach plant improved its productivity 18 percent by increasing bench heights on the heap leach by 1 meter to 7 meters.

Growth and improvement

Both greenfield and brownfield exploration drilling campaigns continued,November 2003, with the focus on increasing the gold resource base.

Commissioning and mine ramp-up of the Córrego do Sítio project proceeded during the year and full production at Lamego mine was achieved in 2011. Scoping studies are in progress for both mines to determine further expansion opportunities. At Córrego do Sítio, additional sources of oxide and sulfide ores will enable an expansion.

The underground sulfide operation is ramping up and is expected to reach full production in 2013. Given the geological complexity of the Vaal Reef, scattered mining is employed.

The Zaaiplaats orebody in the Moab Khotsong lease area presents a significant growth opportunity and capital has been allocated to support its development in phases.

Surface operations

Description

Surface operations (metallurgy) extract gold from marginal ore dumps and tailings storage facilities on surface at various Vaal River and West Wits operations where there is more metallurgical capacity than reef mined. Uranium is produced as a by-product. In addition, backfill product is used as support in mining operations. The surface operation includes the rail transport infrastructure, the Vaal River and West Wits Laboratories and tailings management facilities. Although there is more than one surface operation they are technically reported as one.

Mine Waste Solutions

Description

MWS is a gold and uranium tailings recovery operation located in the western portion of the Witwatersrand Basin, some 160 kilometers from Johannesburg approximately 8 kilometers from the town of Klerksdorp near Stilfontein in the North West Province. It has been operational since 1964 and was previously owned by First Uranium Corp.

The Project consists of 14 tailings dams, which are made up of deposits from three gold and uranium mines that operated for 50 years.

The tailings dams are scattered over an area that stretches approximately 13.5 kilometers north to south and 14 kilometers east to west. The footprints of the 14 tailings dams cover an area of approximately 1,100 hectares.

The MWS gold plants have the capacity to treat tailings of 1,93 million tonnes per month. The uranium plant has a design capacity of 135,000 tonnes per months and plan construction is expected to be completed by the last quarter of 2013.

Geology

MWS lies within the Witwatersrand Basin, an Archaean sedimentary basin which was deposited over a protracted time period, whose surface expression is an elongate structure that extends longitudinally for approximately 300 kilometers northeast-southwest by 100 kilometers northwest-southeast.

The tailings dams are comprised of tailings material which originated from the processing of underground ore from Buffelsfontein Gold mine (“BGM”) and the now defunct Stilfontein Gold Mine (“SGM”). Both BGM and SGM predominately extracted gold from conglomerate refs of the Witwatersrand Basin. The material contained in the tailings dams is generally fine.

West Wits operations

Description

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

Geology

Two reef horizons are exploited at the West Wits operations, the Ventersdorp contact Reef (VCR) located at the top of the Central Rand Group and the Carbon Leader Reef (CLR) near the base. The separation between the two reefs increases from east to west from 400 to 900 meters, due to unconformity in the VCR. TauTona and Savuka exploit both reefs, whereas Mponeng only mines the VCR. Faults of greater than 70 meters are rare. The CLR consists of one or more conglomerate units and varies from several centimeters to more than three meters in thickness. Regionally, the VCR dips at approximately 21 degrees but may vary between 5 degrees and 50 degrees, accompanied by changes in thickness of the conglomerate units. Where the conglomerate has the attitude of the regional dip, it tends to be thick, well-developed and accompanied by higher gold accumulations. Where the attitude departs significantly from the regional dip, the reef is thin, varying from several centimeters to more than three meters in thickness.

West Wits – Mponeng

Description

Mponeng, in operation since 1986, is located between the towns of Carletonville and Fochville on the border between Gauteng and the North West Province, southwest of Johannesburg. The operation, the world’s deepest mine, extracts the Ventersdorp Contact Reef (VCR) at depths between 2,400 meters and 3,900 meters through sequential-grid mining. The Mponeng lease area is constrained to the north by the TauTona and Savuka mines, to the east by Gold Fields’ Driefontein mine and to the west by Harmony’s Kusasalethu mine. Mponeng comprises a twin-shaft system housing two surface shafts and two sub-shafts. Ore is treated and smelted at the mine’s gold plant. The plant has a monthly capacity of 165 000 tonnes.

West Wits – TauTona

Description

TauTona lies on the West Wits Line, just south of Carletonville in Gauteng, about 70 kilometers southwest of Johannesburg. In operation since 1961, mining takes place at depths of 1,850 meters to 3,450 meters. The mine has a three-shaft system, supported by secondary and tertiary shafts, and is in the process of converting from longwall to scattered-grid mining. The change in mining method was necessitated by the increasingly complex geology being encountered and the unsuitability of the current method for mining through the Pretorius fault. This change is also expected to improve safety.

West Wits – Savuka

Description

Savuka is situated on the West Wits line in the province of Gauteng, close to the town of Carletonville and approximately 70 kilometers southwest of Johannesburg. The Carbon Leader Reef (CLR) is mined at depths varying between 3,137 meters and 3,457 meters below surface and the Ventersdorp Contact Reef (VCR) at a depth of 1,808 meters below surface.

Savuka shares a processing plant with neighbouring TauTona and has been operational since 1962. The gold plant has a monthly capacity of 160 000 tonnes.

The West Wits team conducted an investigation into the incorporation of Savuka, which is nearing the end of 2012. Oneits working life, into either TauTona or Mponeng. Post year-end, the investigation concluded that the optimal, most efficient solution to accessing Savuka’s remaining Ore Reserves would be via TauTona’s infrastructure.

From January 1, 2013 Savuka and TauTona operate as a single mine.

CONTINENTAL AFRICA

GHANA - Summary of metallurgical operations

   Obuasi  

        Iduapriem

Plant

 
   Sulfide Treatment
Plant
  

Tailings

Treatment Plant

  

Capacity (000 tonnes/month)

  195    180    385  

Ghana – Iduapriem

Description

Iduapriem, wholly owned by AngloGold Ashanti since September 2007, comprises the Iduapriem and Teberebie properties on a 110km2 concession. The mine, which began operations in 1992, is situated in the western region of Ghana, some 70 kilometers north of the principal operating challengescoastal city of Takoradi and 10 kilometers southwest of Tarkwa.

Iduapriem is an open-pit mine and its processing facilities include a Carbon-in-pulp (CIP) plant.

Geology

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

Ghana – Obuasi

Description

Obuasi, wholly owned by AngloGold Ashanti since 2004, is located in the Ashanti Region of Ghana, approximately 60 kilometers south of Kumasi. Mining operations are primarily underground, to control dilution froma depth of 1.5 kilometers. However, some surface mining in the sub-level stopingform of open pit and tailings reclamation also occurs. Obuasi originally opened in 1897.

Geology

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

Two main ore types are mined:

quartz veins which consist mainly of quartz with free gold in association with lesser amounts of various metal sulfides such as iron, zinc, lead and copper. The gold particles are generally fine-grained and occasionally are visible to the naked eye. This ore type is generally non-refractory; and

sulfide ore which is characterized by the inclusion of gold in the crystal structure of a greater focus on grade control, while keepingsulfide material. The gold in these ores is fine-grained and often locked in arsenopyrite. Higher gold grades tend to be associated with finer grained arsenopyrite crystals. Other prominent minerals include quartz, chlorite and sericite. Sulfide ore is generally refractory.

Power is supplied to the ramp-up on trackmines by the Volta River Authority.

GUINEA

Description

Siguiri, a multiple open-pit oxide gold mine which opened in 1997, is AngloGold Ashanti’s sole operation in the Republic of Guinea. It is located in the district of Siguiri, around 850 kilometers northeast of the country’s capital Conakry. Conventional mining activities are performed by contractors in multiple open pits using conventional techniques. On surface, Siguiri’s gold processing plant treats about 960,000 tonnes per month. Power to the mine is self-generated.

AngloGold Ashanti holds an 85 percent interest in Siguiri and the balance of 15 percent is held by the Government of Guinea.

Geology

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

laterite or CAP mineralization which occurs as aprons of colluvial or as palaeo-channels of alluvial lateritic gravel adjacent to, and immediately above; and

in-situ quartz-vein related mineralization hosted in meta-sediments with the development of ramps and ore drives to ensure appropriate flexibility.

The Lamego project was completed at the end of 2011,better mineralization associated with only minor changes to civil infrastructure required at a cost of some $2 million. Meanwhile, further work is planned to improve knowledge of the upsidevein stockworks that occurs preferentially in the oxidecoarser, brittle siltstones and sulfide endowment.sandstones.

The mineralized rocks have been deeply weathered to below 100 meters in places to form saprolite or SAP mineralization. With the percentage of available CAP ore decreasing, a carbon-in-pulp (CIP) plant is used to treat predominantly SAP ore.

At Lamego, management focused on improvements to equipment reliability as well as better planning and scheduling. The success of crewsMALI

AngloGold Ashanti has interests in using the business improvement framework to realize significant improvements in productivity without increased capital expenditure, have demonstrated the possibility of increased throughput. The establishment of an operational control centre at the mine has further helped streamline operations.

At Cuiabá, work is underway to stabilize production in narrow veins and to investigate use of satellite orebodies to further boost production. Management also began investigating mining at depths greater than those envisaged in the current mine plan, beginning with a drilling campaign below the 24 level and the formation of a team to conduct improved geological mapping of the mine. Increased infill drilling will also be undertaken to facilitate the change of mining method, while brownfield exploration drilling will be conducted to determine the viability of restarting mothballedthree gold mining operations previously closed during periodsin Mali, namely, Sadiola, Yatela and Morila. It manages two of low pricesthese operations, Sadiola and of locating satellite orebodies. Among the latter is the Nova Lima Sul project which envisages the development of smaller deposits close to current operations, which will use spare capacity at the Queiroz plant.Yatela.

Safety

The safety performance at AGA Mineração deteriorated when compared to 2010, recording an all injury frequency rate of 4.05 per million hours worked. Regrettably, a contractor died when he was run over by a tractor at the tailings facility construction site.

Following a culture survey undertaken during the year, a safety behaviour plan was launched at all of AngloGold Ashanti’s Brazilian operations. Initiatives include improvements to the new employee induction course, a review of on-the-job training processes, and standardization of safety processes. Also a new approach to incident investigation and analysis was established during the year. A proactive safety indicator to evaluate the quality of processes has been developed.

The company also holds the following certifications:

ISO 14001MaliEnvironment;

OHSAS 18001 – Occupational Health and Safety;

ISO 17025 – Laboratory analysis;

NBR 16001 – Social responsibility – 1st Brazilian mine company;

International Cyanide Management Code; and

ISO 9001 – Quality (Laboratory and smelter house).

Brazil – Serra GrandeMorila (attributable 5040 percent)

Description

Serra GrandeThe Morila mine has operated for 13 years and is situated 180 kilometers southeast of Bamako, the capital of Mali. The operation treats low-grade stockpiles while the plant, which incorporates a conventional carbon-in-leach process with an upfront gravity section to extract the free gold, has annual throughput capacity of 4.3 million tonnes. Since mining was concluded in 2009 with the depletion of the orebody, operations at Morila currently involve processing of the stockpile which stood at 5 million tonnes (marginal ore and marginal waste) as at year-end. Power is supplied by a subcontractor.

AngloGold Ashanti has an effective 40 percent stake in Morila, as does Randgold Resources Limited (which manages the mine). The Government of Mali owns the remaining 20 percent.

Geology

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

Mali – Sadiola (attributable 41 percent)

Description

The Sadiola mine is situated in western Mali, some 77 kilometers south-southwest of the regional capital Kayes. The mine is a joint venture between AngloGold Ashanti (41 percent) and IAMGOLD (41 percent) and the government of Mali (18 percent). The mine has been operating under the current ownership structure since 1996. Mining activities take place in five open pits. On-site surface infrastructure includes a 4.9 million tonnes per annum carbon-in-leach gold plant where the ore is eluted and smelted. Sadiola’s future lies in the expansion of the Sadiola main pit and a new plant. Power to the Sadiola and Yatela mines is self-generated.

Geology

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

Mali – Yatela (attributable 40 percent)

Description

Yatela, operational since 2001, is 80 percent owned equally by the Sadiola Exploration Company Limited, a joint venture between AngloGold Ashanti and Kinross Gold Corporation. AngloGold Ashanti managesIAMGOLD, giving each a 40 percent stake in Yatela. The balance of 20 percent is owned by the operation locatedgovernment of Mali.

The Yatela mine is situated in central Brazil,western Mali, some 25 kilometers north of Sadiola and approximately 50 kilometers south-southwest of the regional capital Kayes. Ore extraction has been conducted from a number of pits in which mining in most of these pits has been completed.

For the remaining years of the life of mine, the focus will be on a final cutback in Yatela Main pit as well as a new pit north of the Yatela Main pit. The ore mined is treated on heap-leach pads together with carbon loading. The carbon is then transported to Sadiola for elution and smelting.

Geology

Yatela mineralization occurs as a keel-shaped body in Birimian metacarbonates. The ‘keel’ is centered on a fault which was the feeder for the original mesothermal mineralization, with an associated weakly mineralized diorite intrusion. Mineralization occurs as a layer along the sides and in the statebottom of Goiás, about 5km from the city of Crixás. Serra Grande comprises three mechanised underground mines: Mina III, Mina Nova (which includes the Pequizão orebody) and Palmeiras – and an open pit‘keel’. The ore dips almost vertically on the outcropwest limb and more gently towards the west on the east limb, with tight closure to the south.

NAMIBIA

Namibia – Navachab

Description

The Navachab gold mine is situated near the town of Mina III orebody. One dedicated metallurgicalKaribib, some 170 kilometers northwest of the capital Windhoek and 171 kilometers inland on the southwest coast of Africa.

Navachab, which began operations in 1989, is an open-pit mine with a processing plant treats ore from these different sources. Annualwhich includes a mill as well as CIP and electro-winning facilities, all with a monthly capacity of the processing circuit, which has grinding, leaching, filtration, precipitation and smelting facilities, is 1.15 million120,000 tonnes.

Geology

The deposits are inNavachab deposit is hosted by Damaran greenschistam-phibolite facies, calc-silicates, marbles and volcanoclastics. The rocks have been intruded by granites, pegmatites and (quartz-porphyry dykes) aplite and have also been deformed into a series of alternating dome and basin structures. The mineralized zone forms a sheet-like body which plunges at an angle of approximately 20 degrees to the Rio Vermelho and Ribeirão das Antes Formations of the Archaean Pilar de Goia’s Group which together account for a large proportion of the Crixás Greenstone Belt in central Brazil.

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

The gold deposits arepredominantly hosted in a sequencesheeted vein set (±60 percent) and a replacement skarn body (±40 percent). The gold is very fine-grained and associated with pyrrhotite, and minor to trace amounts of schists, volcanicspyrite, chalcopyrite, maldonite and carbonates occurringbismuthinite. Approximately 80 percent of the gold is free milling.

TANZANIA

Tanzania – Geita

Description

The Geita gold mine is located in the Lake Victoria goldfields of the Mwanza region of Tanzania, about 120 kilometers from Mwanza and 4 kilometers west of the town of Geita.

The Geita gold mine is a multiple open pit operation with underground potential and is currently serviced by a 5.2 million tonnes per annum CIL processing plant.

Geology

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

AUSTRALIA

Australia – Sunrise Dam

Description

The Sunrise Dam gold mine is located in the northern goldfields of Western Australia, 220 kilometers northeast of Kalgoorlie and 55 kilometers south of Laverton.

The mine consists of a large open pit which is now in its sixteenth year of operation, and an underground mine which began in 2004. Mining is conducted by contractors and the ore is treated in a typical greenstone belt structural setting.conventional gravity and carbon-in-leach (CIL) processing plant, which is managed by AngloGold Ashanti. Power to the mine is self-generated. The hostCIL processing plant has a nameplate capacity of 2.5 million tonnes per annum.

Geology

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

THE AMERICAS

UNITED STATES OF AMERICA

United States of America – Cripple Creek & Victor

Description

AngloGold Ashanti holds a 100 percent interest in Cripple Creek & Victor (CC&V) Gold Mining Company’s Cresson Project, located in the state of Colorado in the United States. A surface mining operation provides ore to a crusher and valley-leach facility, one of the Pilar de Goiás Grouplargest in the world. Production here began in 1994. Production from the mine life extension (MLE1) project, which involved expanding capacity at the heap-leach pad, began in 2011. A further life extension and production expansion project (MLE2) was approved in 2012. The power for the mine is purchased from Black Hills Energy. The mine became operational in 1976. The mine has been operated by AngloGold Ashanti since 1999.

Geology

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

The intersection of these four units and regional tectonic events formed an area of regional dilation which subsequently facilitated the formation of the Upper Archaean. Goldvolcanic complex. The majority of the complex then in-filled with the eruptive phase Cripple Creek Breccia host rock. This complex was subsequently intruded by a series of intrusive dykes and sills that include syenites, phonolites, phonotephrites and lamprophyres. These intrusives occupy all of the dominant district structural orientations. District structures are generally near vertical and strike north-north-west to north-east. These structures acted as primary conduits for the late-stage gold mineralizing solutions. Higher grade pods of mineralization occur at structural intersections and/or as sheeted veins along zones of strike deflection. High-grade gold mineralization is associated with massive sulfidesK-feldspar + pyrite +/- carbonate alteration and vein quartz material associated with graphitic and sericitic schists and dolomites. The oreshoots plungeoccurs adjacent to the north-west with dipsmajor structural and intrusive dyke zones. The broader zones of between 6 and 35 degrees. The stratigraphy is overturned and thrusts towardsdisseminated mineralization occur primarily as micro-fracture halos around the east.stronger alteration zones in the more permeable Cripple Creek Breccia wall rocks.

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

Cripple Creek & Victor – Summary of quartz, chlorite, sericite, graphitic and garnetiferous schists. The carbonates have been metamorphosedmetallurgical operations

Gold plants

Capacity (000 tonnes/month)

- crushed ore production

1,632

- total ore production

1,814

- solution processed

2,627

SOUTH AMERICA

ARGENTINA

Argentina – Cerro Vanguardia

Description

AngloGold Ashanti has a 92.5 percent interest in Cerro Vanguardia with Fomicruz (the province of Santa Cruz) owning the remaining 7.5 percent. Located to ferroan dolomite marble with developmentthe northwest of siderite and ankerite veiningPuerto San Julian in the surrounding wallrock, usually associated with quartz veining.province of Santa Cruz, Cerro Vanguardia consists of multiple small open pits. Shallow underground mining began in 2010 to access high-grade material and accounts for about 19 percent of the mine’s production. The basalts are relatively unaltered but do show pronounced stretching with elongation of pillow structures evident.

The Crixás greenstone belt comprisesorebodies comprise a series of Archaean to Palaeoproterozoic metavulcanics, metasedimentshydrothermal vein deposits containing gold and basement granitoids stacked withinlarge quantities of silver, which is mined as a by-product. Ore is processed at the metallurgical plant which has a capacity of 3,000 tonnes per day and includes a cyanide recovery facility. Power for the mine is self-generated but operated by an external contractor. The mine has been operated by AngloGold Ashanti since 1998.

Geology

The oldest rocks in this part of Patagonia are metamorphics of the Precambrian-Cambrian age. These are overlain by Permian and Triassic continental clastic rocks which have been faulted into a series of northhorsts and grabens and are associated with both limited basaltic sills and dykes and with calc-alkaline granite and granodiorite intrusions. Thick andesite flows of Lower Jurassic age occur above these sedimentary units. A large volume of rhyolitic ignimbrites was emplaced during the Middle and Upper Jurassic age over an area of approximately 100,000km2. These volcanic rocks include the Chon Aike formation ignimbrite units that host the gold bearing veins at Cerro Vanguardia. Post-mineral units include Cretaceous and Tertiary rocks of both marine and continental origin, the Quaternary La Avenida formation, the Patagonia gravel and the overlying La Angelita basalt flows. These flows do not cover the area of the Cerro Vanguardia veins.

Gold and silver mineralization at Cerro Vanguardia occurs within a vertical range of about 150 meters to north-east transported thrust sheet. Thrusting (D1) was accompanied by significant F1 folding/foliation development and progressive alteration200 meters in a brittle-ductile regime. D1 thrusting developed with irregular thrust ramp geometry,series of narrow, banded quartz veins that occupy structures within the Chon Aike ignimbrites. These veins form a typical structural pattern related to major north-south (Concepcion) and east-west (Vanguardia) shears. Two sets of veins have formed in part controlled by concealed early basin faults. The main Crixás orebodies are adjacentresponse to a major north-north-west structural corridor,this shearing. One set of veins strikes about N40W and up the main fault ramp/corner,generally dips 65 to become dispersed90 degrees to the easteast; while the other set strikes about N75W and north in zones of foreland thrust flats. Fluid alteration also diminishedthe veins dip 60 degrees to 80 degrees to the west away from the main fault corner. A seriessouth.

The veins are typical of concealed east-west to north-west-south-east basement block faults may have provided secondary fluid migration,epithermal, low-temperature, adularia-sericite character and developmentconsist primarily of early anti-formal warpsquartz in several forms: as massive quartz, banded chalcedonic quartz, and quartz-cemented breccias. Dark bands in the thrust sheets; these structures probably define the quasi-regular spacing of significant mineralization within the belt. The D1 thrust stack was gently folded by non-cylindrical folds. Gold mineralizing fluids probably migrated during this event, with similar south-south-west to north-north-east migration, and focusing on bedding slip during folding. Gold mineralization became minor and dispersed to the north and east along the formal thrust flat zone. Concentrations of gold along the case of quartz vein may beare due to finely disseminated pyrite, now oxidized to limonite. The veins show sharp contacts with the damming of fluids migrating upward along layering.

Operatingsurrounding ignimbrite which hosts narrow stockwork zones that are weakly mineralized and production data for Serra Grande

    2011     2010      2009    

Pay limit (oz/t)

   0.11       0.09       0.11    

Pay limit (g/t)

   3.89       3.20       3.92    

Recovered grade (oz/t)

   0.105       0.118       0.132    

Recovered grade (g/t)

   3.59       4.05       4.52    

Gold production (000 oz) 100 percent

   134       155       154    

Gold production (000 oz) 50 percent

   67       77       77    

Total cash costs ($/oz)(1)

   851       481       429    

Total production costs ($/oz)(1)

   1,224       688       571    

Capital expenditure ($ million) 100 percent

   45       52       67    

Employees(2)

   1,039       965       864    

Outside contractors(2)

   300       303       425    

All injury frequency rate (per million hours worked)

   3.48       7.22       8.99    

(1)

Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures, see “Item 5A.: Operating results – Total cash costs and total production costs”.

(2)

Average for the year.

Performance

Attributable production in 2011 was 67,000 ounces, compared with 77,000 ounces in 2010. The reduction was due primarilyappear to higher-than-expected dilution and the resultant impact on mined grades. This was partly offsethave been cut by a 5 percent increase in the total ore mined at the operation to 1.33 million tonnes,sequence of north-east-trending faults that have southerly movement with strong performance from the open pit and the Palmeiras underground mine in particular.

To improve the grade mined at Serra Grande, an action plan was compiled and new operational control measures for dilution and close monitoring of the drilling and blasting processes were implemented. Total dilution for all Serra Grande’s mining operations started in 2011 at more than 30 percent and closed the year with significant reduction to 18 percent. Other factors which contributed to the decline in production included delays in development which in turn slowed the preparation of production stopes. Poor availability of drill rigs, as well as heavy machinery and the equipment fleet, hampered underground drilling and overall operational performance.

In the plant, recoveries were curtailed by problems encountered in the grinding and filtering circuits. Each of these issues has been addressed and Project ONE implementation is on track to support the operations.

Total cash costs increased by 77 percent to $851 per ounce as a result of reduced production as well as continued inflationary pressure on all mining-related inputs in Brazil and the impact of the stronger Brazilian real.

Growth and improvement

A priority for Serra Grande’s management is to facilitate closer co-operation between the geology, mine, plant and maintenance teams so as to reduce variability and increase both underground mine output and plant throughput. This is a key benefit that will follow Project ONE’s BPF stabilization on site and will assist in maintaining the required feed to the mill while also rebuilding the strategic stockpile which was depleted in 2010. Optimization of the gravity circuit is planned to be completed in mid-2012, with expected further improvements in recoveries.

An operational control center has been established on site to improve maintenance and enhance the general skill level of operators in order to achieve better operational performance and reduce breakdowns.

Pequizão and Palmeiras are the most recent discoveries and are the newest underground mines. Importantly, they have the highest grade reserves of all the Serra Grande operating areas but currently have modest development programs, given that focus was previously on Orebody IV at Mina III. The focus now is on developing an optimal mine sequencing plan to make the best possible use of these higher grade areas.

In the longer term, beyond 2013, the focus of the exploration effort will shift to increasing the operation’s mineral endowment to increase mine life.

A new program will also evaluate technical alternatives in mine design, sequencing and metallurgical processes to seek improvements in production and returns on invested capital.

Safety

The operation’s all injury frequency rate of 3.48 per million hours worked in 2011 improved when compared with 7.22 in 2010. No lost time injuries have been reported for 19 months and no fatalities for more than three years.appreciable lateral displacement.

Following a culture survey undertaken during the year, a safety behavior plan was launched at all Brazilian operations. Initiatives include improvements to new employee induction, a review of on-the-job training processes, and standardization of safety processes. A new approach to incident investigation and analysis was established in 2011. A proactive safety indicator to evaluate the quality of processes has been developed.

The company also holds the following certifications:

ISO 14001 – Environment;

OHSAS 18001 – Occupational health and safety;

International Cyanide Management Code; and

ISO 9001 – Quality (Laboratory and smelter house).

GLOBAL EXPLORATION

 

LOGOLOGO

Total expensedGREENFIELDS EXPLORATION

AngloGold Ashanti holds a total of 69,565km2 of greenfield tenements over which exploration includingactivities are undertaken through joint ventures, for 2011 amounted to $313 million, of which $98 million was spent on greenfieldstrategic alliances or as wholly-owned ground holdings.

During 2012, exploration $87 million on brownfield exploration, $19 million on marine exploration and the balance of $109 million on prefeasibility studies.

An expansive greenfield exploration program was undertaken during 2011activities were conducted in 17 countries. A total of 213,44114 countries with over 364,994 meters of diamond, reverse circulation and aircore drilling was completed, compared to 213,441 meters in testing existing priority targets and in the delineation of2011. Drilling programs aimed to test new high-priority targets in Australia, Colombia, Brazil, Argentina, the Solomon Islands, Gabon, Guinea, Egypt, Ethiopia, the Democratic Republic of Congo (DRC) and Canada. Significant airborne geophysical surveys were undertaken in Colombia.

Greenfield activities were undertaken through joint ventures, strategic alliances and on wholly owned ground holdings. The principal objective of the greenfield exploration team is value creation through the discovery of new long-life, low-cost mines that maximize shareholder value. Discoveries and ground positions that do not meet certain investment criteria are joint-ventured or divested to maximize AngloGold Ashanti’s return on its exploration investment.

AngloGold Ashanti’s investment in greenfield exploration and projects in recent years has resulted in five greenfield projects being advanced and developed further to date.

They are:

In Colombia, in the Americas region:

Gramalote; and

La Colosa.

In the DRC, in the Continental Africa region:

Kibali; and

Mongbwalu.

In Australia, in the Australasia region:

Tropicana.

Of these, Tropicana is the most advanced.

Americas – Colombia

Gramalote

Description

The Gramalote project, a joint venture between AngloGold Ashanti Limited (51 percent) and Vancouver-based B2Gold, is located 110 kilometers northeast of Medellin in the municipality of San Roque, which is in the department of Antioquia, Colombia. The project, managed by AngloGold Ashanti, is expected to be the group’s first operating gold mine in Colombia, establishing its operating credentials in the country.

Progress

During 2010, AngloGold Ashanti resumed its role as operator and project manager of Gramalote after it acquired part of B2Gold’s interest and undertook the prefeasibility and feasibility analyses. AngloGold Ashanti immediately accelerated the drilling program to improve knowledge of the orebody and increased the project’s resource.

During 2011, a total of 30,683 meters of drilling was undertaken. Drilling was undertaken on satellite areas adjacent to the main Cerro Gramalote orebody. This work built on the foundation created by B2Gold, which had completed an earlier scoping study on the project.

Since September 2010, when AngloGold Ashanti assumed control of the project, 33 kilometers of drilling has been completed.

Continued exploration success and favourable metallurgical testwork suggest the potential to increase the scale of the project.

The successful development of Gramalote also offers an ideal opportunity for AngloGold Ashanti to establish its project development credentials to the host community and to the broader Colombian population.

Almost $30 million was spent on the prefeasibility study in 2011, which included exploration on only about 10 percent of the 30,000 hectare concession area. This study is expected to be completed during 2012 and will be followed immediately by the full feasibility study which is expected to be completed in 2013.

La Colosa

Description

The exploration rights at the La Colosa project are wholly held by AngloGold Ashanti. This gold project is located 14 kilometers from the town of Cajamarca, in the department of Tolima, in Colombia. La Colosa, which lies in steep terrain in Colombia’s central Cordillera province, is the largest greenfields discovery made by AngloGold Ashanti to date. Exploration drilling at site resumed toward the middle of 2010 after a two-year suspension to receive or renew permits necessary to continue work on this gold porphyry deposit.

Progress

The prefeasibility study currently underway is scheduled for completion in 2014. It is expected to define the extent and size of the resource, conduct metallurgical testwork, weigh the alternatives for mining and processing infrastructure, purchase land necessary for access and infrastructure development and conduct the necessary social and environmental impact baseline studies.

About 47,619 meters of drilling was completed during 2011. Almost $64 million was spent on the prefeasibility study during the year. At a time when many of the world’s newest gold deposits are built in remote regions, La Colosa lies less than 6kilometers from a national highway, close to Colombia’s main power grid.

Exploratory activities at the La Colosa project in Colombia have been challenged by legal suits petitioning the court to order the government not to declare the project feasible on the grounds that the project threatens a healthy environment, public health and food safety for local residents. See “Item 8A.: Consolidated statements and other financial information -- Legal proceedings”.

Continental Africa – DRC

Kibali

Description

The Kibali gold project is a joint venture between AngloGold Ashanti and Randgold Resources, with each owning a 45 percent stake and Société des Mines d’Or de Kilo-Moto (SOKIMO), a state-owned gold company, which owns the balance.

Kibali, which the company acquired as a result of the acquisition of Moto Goldmines in 2009, lies in the north-eastern DRC, adjacent to the town of Doko, a staging point for the project and 180 kilometers by road from Arua, on the Ugandan border. Jersey-based Randgold, which is also AngloGold Ashanti’s partner at the Morila gold mine in Mali, is the operator and project manager at Kibali. The project does not currently produce any gold. Furthermore the company does not purchase gold or other conflict minerals from any local mining companies and/or artisanal miners.

Key statistics – Kibali

2011

Ore Reserve

Moz     4.52

Capital expenditure

$m    73

Progress

By the end of 2011, the construction crew had started mobilizing on site, a process that was substantially completed by the end of the first quarter of 2012. Long-lead plant and equipment items were secured, key contractors selected and a development management team assembled.

The Kibali mine is expected to comprise an integrated open pit and underground mining operation, feeding a larger 6 million tonnes a year processing plant which is expected to include a full flotation section for treating sulfide ore. The complex is ultimately expected to be supplied by four hydropower stations supported by a thermal power station for low rainfall periods and back-up. The core capital program is scheduled to run over the next four years.

Phase 1 of the project, which is expected to end with the delivery of the mine’s first gold production, is expected to consist of the construction of the metallurgical facility, one hydropower station and back-up thermal power facility, a tailings storage facility, and all shared infrastructure as well as relocation of villages and open-pit mining. This phase is expected to run over a two-year period.

Phase 2, which is expected to run concurrently with Phase 1 but extend over four years, is expected to focus primarily on development of the underground mine and include a twin-decline and vertical shaft system, along with three hydropower stations.

Mongbwalu

Description

The Mongbwalu gold project in the northeastern DRC is a venture between AngloGold Ashanti, which owns an 86.22 percent interest and Société des Mines d’Or de Kilo-Moto (SOKIMO), the DRC’s state-owned gold company, which owns the balance. The deposit lies about 48 kilometers northwest of the town of Bunia, a staging point for the project. Preparatory work at the project has been completed.

The venture holds 18 tenements which, at the end of the year, covered an extensive area of 5,487m2. About 600 people are currently employed on site.

Progress

The preliminary scoping work envisaged an initial underground mine in the Adidi area of the resource, with the necessary infrastructure designed to generate cash flow to fund further exploration and expansion activities within the demarcated area belonging to the venture.

The feasibility study for the project was completed in March 2011, after which the business and technical development teams conducted the normal optimization process through the balance of the year. The final feasibility study and integrated execution schedule was submitted to the Board of the venture company in March and approved by the Board as submitted.

Regional exploration continued on the 5,487km2 Kilo concession. The brownfield exploration team continued drilling in support of the project on the Adidi and Kanga Mineral Resource. Greenfield exploration activities continued on five targets, namely Lodjo, Issuru, Dala, Alosi Camp 3 and Petsi. An IP survey was completed for Camp 3 (Kilo Central) while diamond drilling continued at Pili Pili (Pluto North-Issuru). Trenching and soil sampling continued in Kilo Central and Kilo North.

Australasia – Australia

Tropicana

Description

The Tropicana project, an unincorporated joint venture between AngloGold Ashanti Australia Ltd (70 percent) and Independence Group NL (30 percent), is located 330 kilometers eastnortheast of Kalgoorlie in Western Australia. The project is managed by AngloGold Ashanti on behalf of the joint venture partners.

Key statistics – Tropicana

2011

Ore Reserve

Moz     2.74

Capital expenditure

$m73

Progress

The project development approval was obtained in November 2010 at a total attributable capitalized development cost of A$530 million.

Lycopodium Minerals was engaged in early 2011 to provide engineering, procurement and construction management services to develop the infrastructure and processing plant. Macmahon was awarded the mining contract and is responsible for the design and establishment of the infrastructure required to support mining operations.

By December 31, 2011, the project had progressed to schedule and within the approved budget. All regulatory approvals were obtained. The necessary infrastructure, including access road, airstrip, accommodation village and telecommunications services were at advanced stages of development. Full transportation access to the site was achieved.

As at December 31, 2011, engineering and design for processing plant and infrastructure was approximately 75 percent complete, procurement of all equipment was 90 percent complete and the delivery of the equipment was in line with the project schedule.

Construction of the processing plant began in late 2011. Bulk earthworks for the plant site and internal access roads and concrete works commenced in early 2012.

Achievements

Significant achievements for 2011 included the delineation of additional pre-inferred gold ounces in Guinea and the resumption of drilling at the Quebradona project in Colombia.

Considerable progress was also made in advancing AngloGold Ashanti’s greenfield exploration portfolio elsewhere in 2011. Following the company’s entry into four new regions in 2009, 2011 saw rapid progress in the delineation of exploration targets, license applications and associated approvals and exploration activities, including drilling, airborne and ground geophysics and diamond drilling.

Encouraging drilling and trench results have been received from Egypt, Guinea,Tanzania, the DRC and the Solomon Islands.

Following the La Colosa, Gramalote, Tropicana-HavanaIslands, and Mongbwalu discoveries, greenfield exploration teams are targeting newcontinued to delineate existing discoveries in Colombia, AustraliaGuinea, Egypt and Colombia.

In the DRC. AtAmericas, the same time, prospects in Guinea and Egypt have advanced from early stage to tangible projects, where multiple intersections of potentially economic gold mineralization have been intersected.

Expansion

During the course of 2011, AngloGold Ashanti entered into a number of new joint ventures and strategic alliances. These new ventures include the Nome joint venture in Alaska, the Gordon joint venture in Ethiopia as well as joint ventures in Saudi Arabia.

Initiatives to enhance the success of the greenfield exploration team included a rigorous assessment of the existing exploration portfolio. The work focused on establishing the appropriate split between frontier, emerging and known geological terranes. As a consequence, the team is well positioned to increase drilling on both existing and new projects that were at or near drill-ready stage in 2011.

To further improve decision-making processes in project and portfolio management, a global portfolio management process is being implemented to encompass both technical and commercial gating elements.

COLOMBIA

The synthesis of proprietary airborne and ground geophysical and geochemical data sets built up over the last decade of AngloGold Ashanti’s involvement in Colombia has facilitated consolidation of a tenement portfolio with a robust project pipeline.

The principal area of focus has been to advance exploration on a number of key projects in Colombia. This has included further mapping and airborne surveys overColombia, including an advanced-stage diamond drill campaign at the Anaima-TochaNuevo Chaquiro target, Quebradona project area, covering some 600km2 predominantly to the north of La Colosa. It is anticipated that a number of drill-ready projects will be explored in 2012 once permits have been obtained. Elsewhere in Colombia, the completion of airborne magnetics and radiometrics and further mapping has resulted in new targets being defined and drilled at Quebradona (AngloGold Ashanti/B2Gold joint venture). HereThe Nuevo Chaquiro target is a newly identified porphyry-related, copper-gold mineralized system located within the Western Cordillera of Colombia.

In 2012, about 20,700 meters of diamond drilling has tested this porphyry copper and gold mineralized stockwork zone. Long intersections of copper mineralization with gold credits indicate good continuity within the zone and it has been intersected at depths from about 400 meters to over 900 meters below surface.

In Brazil, a joint venture was signed with Graben Mineração to explore its tenement holding in the highly prospective Juruena Belt while generative work continued in Argentina and the United States.

In sub-Saharan Africa, drilling continued to delineate significant mineralization at the Saraya and Kounkoun prospects, both located within 50 kilometers of the Siguiri mine in Guinea. At the Saraya prospect 9,230 meters was drilled to infill and define the extensions of the mineralized zone from which ore-grade mineralization was intersected in several holes. The zone has now been delineated over 1,300 meters in strike and from surface to 200 meters in depth. At Kounkoun about 56,000 meters was drilled with numerous shallow oxide ore-grade gold intersections indicating further good potential. In the DRC and Tanzania, preliminary diamond drill testing of coincident gold-in-soil and geophysical anomalies was completed.

In the Middle East and North Africa, exploration is conducted through a regional strategic alliance with Dubai-based Thani Investments. The alliance has made significant progress in advancing its Hutite orogenic gold discovery in Egypt and has also made further discoveries such as the Pandora epithermal system, in partnership with Stratex International, in Djibouti. Early stage exploration activities continued in both Ethiopia and Eritrea while project generation activities continued in Saudi Arabia where a number of tenement applications have been made.

In the Solomon Islands, the joint venture with XDM Resources Limited has been expanded to include additional projects within the prospective New Georgia Belt, consolidating the island chain. Exploration is now focused on the discovery of large porphyry and epithermal gold deposits. Generative exploration activities were completed at Kele, Mase, Tirua and Paraso while diamond drilling was also completed at Kele, Tirua and Mase.

In Western Australia, the Tropicana joint venture continues to systematically explore the highly prospective Tropicana Belt through auger surface geochemical sampling and follow-up aircore, reverse circulation and diamond drilling. At the wholly owned Viking project, immediately southwest of the Tropicana JV, aircore and diamond drilling at the Beaker prospect has intercepted potentially significant gold mineralisation. In South Australia, diamond drill testing of conceptual iron oxide copper-gold (IOCG) targets was completed at the Coronation Bore prospect, in joint venture with Stellar Resources.

Brownfields exploration

South Africa

A total of 22 surface holes were drilled during the year, six at Moab Khotsong, three at Mponeng (WUDLs) and 12 shallower surface holes were completed to the west of Kopanang, while one is still currently being drilled.

At Moab Khotsong, borehole MGR8 continued advancing its long deflection to the north. It was stopped due to budgetary constraints in the last quarter, but the site was not rehabilitated as the hole will continue as soon as funding is available. The drilling of the long deflection to the south in MGR6 continued. MHH2 advanced to a depth of 2,880 meters and progress was delayed by a series of in-hole technical difficulties. Diamond drilling started at MCY6 and advanced the hole to 1,998 meters. A high speed drilling program started to confirm the structure in the center of the main Zaaiplaats block, borehole MMB6 progressed to 2,541 meters and borehole MMB7 advanced to 1,134 meters.

A new generation, high resolution 3-D seismic survey was completed over the Project Zaaiplaats Phase 3 area.

Three holes are currently being drilled on the WUDLs Mining Rights extension of Mponeng Mine. These holes are all targeting the Ventersdorp Contact Reef. All the holes experienced significant loss of drill fluids and required multiple grouting operations. UD51 by year end had reached a depth of 3,582 meters in the Klipriviersberg lavas. UD59 advanced to 2,446 meters in the Klipriviersberg lavas and UD60 drilled to 1,556 meters.

The drilling of a series of shallow surface holes (500 meters – 1,400 meters) to the west of Kopanang continued during the year. A total of six holes targeting the Ventersdorp Contact Reef and six holes targeting the Vaal Reef were completed during the year.

Argentina

At Cerro Vanguardia, the drilling programs for Mineral Resource expansion and exploration continued during the year. Follow up drilling for vein extensions along strike and at depth was able to expand mill ore. Exploration and Mineral Resource modeling were able to identify opportunities for material to be processed at the heap leach facility. Exploration activities and drilling were completed based on geophysical surveys and target identification studies conducted at the El Volcan project during the year.

Brazil

In the Iron Quadrangle, the Mineral Resource development drilling programs continued at the Cuiabá and Lamego mines with renewed emphasis on support to long-term planning and Mineral Resource definition. The surface drilling programs at the Córrego do Sítio project continued to expand the oxide Mineral Resource, while underground drilling at Córrego do Sítio focused on developing the Sangue do Boi sulfide Mineral Resource for production. Exploration work beyond the production centers included follow up underground drilling at Raposos. Regional exploration programs were conducted at the Pari and Morro da Gloria projects.

At Serra Grande, the second year of fast track exploration program was completed with additional expansion of the Mineral Resource. The program was focused on additions in the Pequizão, Mina Nova, Mina III and Structure NW/Cajueiro targets. Geophysical surveys and soil sampling campaigns continued to be useful methods for target identification in preparation for drilling programs at the Cajueiro, Structure NW and Boa Vista (Votorantim Metais JV) regional targets.

Colombia

Exploration in the Gramalote area was focused on infill drilling to support the update of the Mineral Resource estimation for the Gramalote Central deposit. Drilling programs were also conducted for nearby satellite targets at Monjas West, Trinidad, and El Limon. As part of the prefeasibility study, additional infrastructure and geotechnical drill holes were completed to support highwall design and condemnation drilling for the proposed plant site, waste rock, and tailings storage facilities.

At La Colosa, the Mineral Resource development drilling program continued with four drills operating through most of the year. The geological model was updated during the year to support a significant Mineral Resource addition that came through expansion of the deposit to the northwest and at depth. Other drilling continued as support for site characterization and infrastructure site selection studies.

United States

The Mineral Resource development drilling program continued during the year at CC&V. Work focused on infill drilling to improve the definition of material within the current mine designs that will feed the planned mill facility. Other drilling was directed toward identifying expansion opportunities for the current open pit operations through highwall cutbacks. Selective drilling was also conducted to test deeper targets below or adjacent to planned open pit designs that may provide additional mill feed material potential.

Tanzania

At Geita, Mineral Resource upgrade and extension drilling was completed at the Geita Hill, Nyankanga and Star & Comet operations. Limited pre-resource drilling programs were undertaken to test exploration targets. The infill drilling campaigns aimed at increasing the confidence level of the Mineral Resource base and to allow for Mineral Resource to Ore Reserve conversion. A total of 440 holes for 85,221 meters were completed, with 67,738 samples submitted for gold assay.

As a result of this extensive drilling campaign, positive analytical results were received for holes drilled at Nyankanga Cut 7 OP, Geita Hill East and West, Star & Comet – Ridge 8 Gap, Ridge 8, Nyankanga Block 1 & 2, Kukuluma, Matandani and Area 3 West areas. However, poor analytical results were received for the Geita Hill Waste Dump sterilization program.

Drilling of down-dip extensions outside of the existing Nyankanga pit shell continue to support and extend underground potential at Geita.

Pit-scale structural mapping was completed at Nyankanga, Geita Hill and Star & Comet. This detailed mapping has provided resolution to the understanding of the geological model over the respective areas. Induced polarization (IP), gravity and electromagnetic geophysical surveys were also undertaken during the year and assisted with target generation.

Guinea

At Siguiri, exploration activities focused on the Block 1 license area with a total of 4,711144,908 meters drilled during the year. Infill Mineral Resource drilling of 86,552 meters took place along the main northsouth trending Siguiri mineralized area, as well as an aggressive reconnaissance drilling program of 34,145 meters over soil anomalies and structural targets.

Significant drilling activities took place in the Sintroko-Sokunu, Tailings Facility, Silakoro, Kami- Kossise-Kozan, Sanu Tinti-Eureka-Kalamagna, Balato, and Kintinian areas. Fresh rock drilling centred on the hard rock mineralization potential below the pits of Kami NE, Kozan South, Kalamagna Pit 1, Sanu Tinti and Bidini and confirms the continuation of the mineralized ore zones below the oxide- fresh rock interface. In total, 8,824 meters were drilled for fresh rock exploration purposes.

The target generation program in Block 1 continued to center on IP surveys over selected soil geochemical and structural target areas. IP surveys were completed at Silakoro, Sintroko South and Komatiguiya. Gravity surveys were also completed over Silakoro and Sintroko South target areas. No surface geochemical soil sampling took place.

Ghana

At Obuasi, a total of 12,169 meters was drilled, targeting porphyry gold-copper mineralization.with 4,805 meters from underground exploration and 7,364 meters from surface exploration activities. Surface exploration focused on the Rusty Monkey target, with 16 holes completed for a total of 5,659 meters.

Underground exploration continued to focus on the BSVS project area below 50 Level, with drilling designed to upgrade the existing Mineral Resource and test the down dip extensions of quartz and sulfide mineralization hosted within the carbonaceous and graphitic shear zones present in the area below Block 10 to -1390RL. Above 50 Level, drilling also commenced in Sansu 3 area during November to upgrade the Mineral Resource in Red Zone 9 area.

Field mapping and sampling to generate drill targets and enhance and refine geological understanding continued throughout the year.

A total of 13,227 meters of drilling was completed at Iduapriem. The focus was on Mineral Resource conversion drilling to facilitate the on-going Iduapriem expansion study, specifically at Block 3W and Blocks 7 and 8. A sterilization drilling program of 3,084 meters was carried out at the proposed location of the Ajopa waste dump from August to October 2012.

The geological modelling of Blocks 1, 2, 3, 3W, 4 and 5 to investigate the potential underground extraction of mineralization below the open pittable Mineral Resource has been completed.

DRC

Elsewhere in Colombia,At Mongbwalu, a total of 30,000 meters of brownfield exploration among othersdrilling was carried out. Drilling focused on infill Mineral Resource drilling within the main Adidi-Mongbwalu Mine area. Sterilization drilling was undertaken onover both the Rio Dulceportal, plant and La Llanada tenement groups.camp areas. Additionally, over 18,000 meters of greenfield drilling was completed in the year under review. Limited reconnaissance drilling was completed in the Adidi North and Tchangaboli areas.

CANADATotal diamond drilling at Kibali was 18,000 meters. At the KCD deposit, a data review identified an area at the down plunge termination of the 5000 lode stope designs that has potential for Mineral Resource conversion and extension. Results to date are encouraging and compare positively with the current interpolated block model values; however, a potential loss was identified in the 3000 lode with some intersections lower than those predicted by the block model. The KCD deposit remains open down plunge and there are further opportunities for the conversion of Inferred Mineral Resource, most notably in the 9000 lode.

In Canada, exploration continued on properties forming

Within a 10 kilometer radius of the main Sessenge-KCD deposit, there are a number of satellite deposits which are considered to have significant upside, either having very limited drilling or drilling only to relatively shallow depths. Kombokolo, Gorumbwa, Pakaka, Agbarabo and Mengu Hill are priority targets which form part of the superior joint ventureendowment development plan for near mine site targets.

At Gorumbwa, drilling results confirmed the current model and further defined the depletion of underground Mineral Resource by historic mining activities. The drilling has the potential to allow for the conversion of a significant proportion of the current Mineral Resource into Ore Reserve and suggests further open pit potential.

At Mengu Village and Mengu Hill, an 18-hole shallow pitting program was designed and completed in November to test for the up-plunge continuation of mineralization beyond available drill data. Results received to date have confirmed the presence of a significant mineralized system.

Mali

A total of 119,554 meters of reverse circulation (RC) and diamond drilling were completed at Sadiola and Yatela.

At Sadiola, 48,490 meters of RC drilling was concentrated at Tambali, FE Gap, S12, Sadiola NE and the sub-laterite targets of Mandakoto and Sekokoto. Diamond drilling of the deep sulfide targets below the Sadiola Sulphide Project was conducted. Further core drilling focused on sulfide exploration below FE 3 and 4 and Tambali pits and follow-up drilling for geology and structural interpretation at Tabakoto and S12. Sterilization drilling of 9,854 meters was successfully conducted at Tambali and over the proposed TSF and SSP infrastructure.

The S12 target at Sadiola, west of the FE3 pits, was one of the most prospective areas drilled during the year. Good results have been returned from both oxide and shallow sulfide intersections, with Laurentian Goldfields, where drill testingfurther drilling planned. Follow up drilling at Mandakoto confirmed the extension of targets generatednortheast-southwest mineralization. At Tambali, drilling around the planned pit areas indicates the potential for extension of the current oxide Mineral Resource and sulfide potential at depth.

Exploration at Yatela consisted of 59,192 meters RC drilling at Yatela NE, KW18, Alamoutala, Yatela Diorite, Badji and Yiri. Diamond drilling totaled 2,608 meters. Approximately 11 percent of the RC drilling was conducted over proposed waste dump areas for sterilization purposes.

An IP geophysical survey at Sadiola-Yatela commenced in June and has been partially completed, with some delays experienced due to logistical factors and weather. Hyperspectral core imaging of 93,000 meters of core was completed and will provide alteration based vectors for exploration targeting and predictive metallurgy.

A comprehensive termite mound sampling program was undertaken over the entire Sadiola concession during 2012. The program has been successful in highlighting prospective areas on the lease along the FE trend and northeast extensions of the Sadiola mineralization. Termite mound sampling was also started at Yatela and will continue next year. Portable XRF analysis of all termite mound samples is ongoing to provide multi-element data and identify potential pathfinder elements for target generation.

A three-year research program by lake sediment geochemistrythe Centre for Exploration Targeting (CET) from the University of Western Australia commenced in early 2012. The objective of this project is to review and enhance the geological understanding of the Sadiola-Yatela deposit. This will inform further exploration programs within the area.

Namibia

At Navachab, 23,741 meters of drilling was completed over several areas, with the emphasis on the expansion project, Main Pit down-plunge extension area, and the Okahandja targets.

Drilling of the expansion project consisted of 7,105 meters diamond drilling for Mineral Resource upgrades and 4,846 meters RC drilling, mainly for sterilization purposes, over the waste dump area. A total of 7,495 meters of diamond drilling was completed in late 2011the lower schist down-plunge target at the Main Pit.

Off-mine exploration focused on the Okahandja target area, with 2,127 meters of drilling to test the geophysical and soil geochemical targets generated at Agagia. Soil geochemical sampling was conducted at the Cox Montis target.

Australia

At Tropicana, a revised Mineral Resource estimate was prepared. Open Pit Resources are now reported within an A$1,500 per ounce pit shell. The study will consider the trade-off between open pit and underground mining options and will provide recommendations as to the optimal mining approach. Study work has commenced with metallurgical testing underway and a mining and geotechnical review.

Drilling of 38,336 meters for the Havana Deeps prefeasibility study was completed during the year while 14,221 meters of drilling of near-mine targets continued during the year. Drilling completed on the Havana-Tropicana trend, the Springbok/Hat Trick area and Boston Shaker.

Exploration at Sunrise Dam focused on growing the Mineral Resource base so that Sunrise Dam has the platform from which it can deliver its business plan each year. This was achieved through the specific work that includes:

in-mine exploration (35,739 meters), which extends the known Mineral Resource in areas proximal to existing development; and

near-mine exploration, which determines an understanding of the potential for Sunrise Dam, through specific geological characterization, and explores the areas around the mine and within enveloping tenure of 2,932 meters. This forms part of the mine life expansion project of 47,569 meters and includes the Vogue Mineral Resource of 28,897 meters.

A total of 115,137 meters was drilled in 420 drill holes. Drilling (66 percent) focused on deep extensions and longer-term Mineral Resource growth of the Vogue, Carey Shear and Astro-Sunrise Shear Lodes, whilst 33 percent of the drilling focused on in-mine exploration and mineral resource extension.

ANGLOGOLD ASHANTI / DE BEERS JOINT VENTURE

In South African Sea Areas (SASA), a drilling program was concluded in February with a total of 87 boreholes drilled. All but 3.5 percent of samples taken over the 260 x 60 kilometers exploration area contained gold. This suggests that the exploration is taking place within a significant gold province but that this search now needs to be narrowed down geologically to target areas of higher potential.

A full review of all data collected to date was conducted by the joint venture around mid-year and a number of work flows were identified for completion prior to a further review.

In Nome, the environmental baseline studies field work was successfully completed and the first draft report issued. Side scan sonar, swath bathymetry and 2D seismics survey were completed (3,997 line kilometers). Interpretation of the geophysical data has been completed and an initial geophysical model developed.

A ship-based sonic core drilling campaign was completed during the summer season and 454 meters of core retrieved. This core was transported to Cape Town where initial logging and sampling has started. A conceptual economic study was completed and indicated that a positive business case was possible.

4C.

ORGANIZATIONAL STRUCTURE

GROUP STRUCTURE

AngloGold Ashanti’s operations are divided into the following regions:

South Africa – operations in Vaal River and West Wits;

Continental Africa – operations in Ghana, Guinea, Namibia and Tanzania and joint venture operations in the Goldpines South joint venture. OnDRC and Mali;

Australasia – operation in Australia; and

Americas – operations in Argentina, Brazil and the Baffin IslandUnited States.

The above four regions also correspond to AngloGold Ashanti’s four business segments.

Management of the group is entrusted to AngloGold Ashanti’s executive committee which is chaired by the Chief Executive Officer. See “Item 6.: Directors, executive management and employees”.

Support is provided to the executive committee in managing AngloGold Ashanti’s corporate activities at both the central and local levels. Activities managed centrally include strategic and business planning, marketing, corporate finance, treasury, exploration, technology and innovation, corporate secretarial and corporate affairs. Specialized services directed from the center but managed by local operations include mining, engineering, metallurgy, mineral resource management, safety and health, the environment and human resources.

SUBSIDIARIES

AngloGold Ashanti has investments in principal subsidiaries and joint venture with Commander Resources, exploration work was limited to mapping and IP surveys on specific targets.interests, see “Item 19.: Exhibits – Exhibit 19.8 List of AngloGold Ashanti Limited subsidiaries” for details.

4D.

PROPERTY, PLANTS AND EQUIPMENT

AngloGold Ashanti’s operating mines are all accessible by road.

SOUTH AFRICA - GEOLOGY

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

Gold occurs in laterally extensive quartz pebble conglomerate horizons or reefs, generally less than two meters thick, which are widely considered to represent laterally extensive braided fluvial deposits. Separate fan systems were developed at different entry points and these are preserved as distinct goldfields. The most fundamental control to the gold distribution in the Basin remains the sedimentary features, such as facies variations and channel directions. Gold generally occurs in native form often associated with pyrite and carbon, with quartz being the main gangue mineral.

Operations in the South Africa region are powered by electricity from Eskom Holdings Limited which supplies 95 percent of the electricity used in South Africa.

Vaal River operations

Description

The Vaal River operations consist of Great Noligwa, Kopanang, Moab Khotsong as well as surface operations.

Geology

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

The Vaal Reef contains approximately 85 percent of the reserve tonnage with mining grades between 10 and 20g/t and comprises a series of oligomictic conglomerates and quartzite packages developed on successive unconformities. Several distinct facies have been identified, each with its unique gold distribution and grade characteristic.

The VCR has a lower grade than the Vaal Reef, and contains approximately 15 percent of the estimated reserves. The economic portion is mainly concentrated in the western part of the lease area and can take the form of a massive conglomerate, a pyritic sand unit with intermittent pebble layers or a thin conglomerate horizon. The reef is located at the contact between the overlying Kliprivierberg Lavas of the Ventersdorp SuperGroup and the underlying sediments of the Witwatersrand SuperGroup which creates a distinctive seismic reflector. The VCR is located up to one kilometer above the Vaal Reef.

The “C” Reef is a thin, small pebble conglomerate with a carbon-rich basal contact, located approximately 270 meters above the Vaal Reef. It has less than 1 percent of the estimated reserves with grades similar to the Vaal Reef, but is more erratic. The most significant structural features are the north-east striking normal faults which dip to the north-west and south-east, resulting in zones of fault loss.

Vaal River – Summary of metallurgical operations

    West Gold
Plant
   East Gold
Acid and
Float Plant
   Noligwa
Gold Plant
   Mispah Gold
Plant
   Kopanang  
Gold Plant  
 

 Gold plants

          

  Capacity (000 tonnes/month)

   180    309    263    140    420   

 Uranium plants

          

  Capacity (000 tonnes/month)

             263         –    

Vaal River – Great Noligwa

Description

Great Noligwa, which began operations in 1972, is a mature operation which adjoins Kopanang and Moab Khotsong and is located close to the town of Orkney, near the Vaal River. The Vaal Reef, the operation’s primary reef, and the Crystalkop Reef, a secondary reef, are mined from a twin-shaft system over eight main levels at an average depth of 2,400 meters. Given the geological complexity of the orebody at Great Noligwa, a pillar mining method is employed.

The mine shares a milling and treatment circuit with Moab Khotsong and Kopanang.

Vaal River – Kopanang

Description

Kopanang is located in the Free State province, roughly 170 kilometers south-west of Johannesburg and approximately 10 kilometers southeast of the town of Orkney on a lease area of 35km2. The operation which started in 1984 is west of neighbour Great Noligwa and bound to the south by the Jersey Fault. Gold is the primary output with uranium oxide as a by-product from a single shaft system to a depth of 2,600 meters.

Kopanang almost exclusively exploits the Vaal Reef, although minor amounts of gold are also extracted from the secondary Crystalkop Reef. Given the geologically complex orebody, scattered mining is used.

Vaal River – Moab Khotsong

Description

Moab Khotsong started operations in 2003 and is AGA’s newest gold mine in South Africa. It is situated near Orkney, Klerksdorp and Viljoenskroon, about 180 kilometers southwest of Johannesburg. Stoping operations began in November 2003, with the mine expected to reach full production in 2013. Given the geological complexity of the Vaal Reef, scattered mining is employed.

The Zaaiplaats orebody in the Moab Khotsong lease area presents a significant growth opportunity and capital has been allocated to support its development in phases.

Surface operations

Description

Surface operations (metallurgy) extract gold from marginal ore dumps and tailings storage facilities on surface at various Vaal River and West Wits operations where there is more metallurgical capacity than reef mined. Uranium is produced as a by-product. In addition, backfill product is used as support in mining operations. The surface operation includes the rail transport infrastructure, the Vaal River and West Wits Laboratories and tailings management facilities. Although there is more than one surface operation they are technically reported as one.

Mine Waste Solutions

Description

MWS is a gold and uranium tailings recovery operation located in the western portion of the Witwatersrand Basin, some 160 kilometers from Johannesburg approximately 8 kilometers from the town of Klerksdorp near Stilfontein in the North West Province. It has been operational since 1964 and was previously owned by First Uranium Corp.

The Project consists of 14 tailings dams, which are made up of deposits from three gold and uranium mines that operated for 50 years.

The tailings dams are scattered over an area that stretches approximately 13.5 kilometers north to south and 14 kilometers east to west. The footprints of the 14 tailings dams cover an area of approximately 1,100 hectares.

The MWS gold plants have the capacity to treat tailings of 1,93 million tonnes per month. The uranium plant has a design capacity of 135,000 tonnes per months and plan construction is expected to be completed by the last quarter of 2013.

Geology

MWS lies within the Witwatersrand Basin, an Archaean sedimentary basin which was deposited over a protracted time period, whose surface expression is an elongate structure that extends longitudinally for approximately 300 kilometers northeast-southwest by 100 kilometers northwest-southeast.

The tailings dams are comprised of tailings material which originated from the processing of underground ore from Buffelsfontein Gold mine (“BGM”) and the now defunct Stilfontein Gold Mine (“SGM”). Both BGM and SGM predominately extracted gold from conglomerate refs of the Witwatersrand Basin. The material contained in the tailings dams is generally fine.

West Wits operations

Description

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

Geology

Two reef horizons are exploited at the West Wits operations, the Ventersdorp contact Reef (VCR) located at the top of the Central Rand Group and the Carbon Leader Reef (CLR) near the base. The separation between the two reefs increases from east to west from 400 to 900 meters, due to unconformity in the VCR. TauTona and Savuka exploit both reefs, whereas Mponeng only mines the VCR. Faults of greater than 70 meters are rare. The CLR consists of one or more conglomerate units and varies from several centimeters to more than three meters in thickness. Regionally, the VCR dips at approximately 21 degrees but may vary between 5 degrees and 50 degrees, accompanied by changes in thickness of the conglomerate units. Where the conglomerate has the attitude of the regional dip, it tends to be thick, well-developed and accompanied by higher gold accumulations. Where the attitude departs significantly from the regional dip, the reef is thin, varying from several centimeters to more than three meters in thickness.

West Wits – Mponeng

Description

Mponeng, in operation since 1986, is located between the towns of Carletonville and Fochville on the border between Gauteng and the North West Province, southwest of Johannesburg. The operation, the world’s deepest mine, extracts the Ventersdorp Contact Reef (VCR) at depths between 2,400 meters and 3,900 meters through sequential-grid mining. The Mponeng lease area is constrained to the north by the TauTona and Savuka mines, to the east by Gold Fields’ Driefontein mine and to the west by Harmony’s Kusasalethu mine. Mponeng comprises a twin-shaft system housing two surface shafts and two sub-shafts. Ore is treated and smelted at the mine’s gold plant. The plant has a monthly capacity of 165 000 tonnes.

West Wits – TauTona

Description

TauTona lies on the West Wits Line, just south of Carletonville in Gauteng, about 70 kilometers southwest of Johannesburg. In operation since 1961, mining takes place at depths of 1,850 meters to 3,450 meters. The mine has a three-shaft system, supported by secondary and tertiary shafts, and is in the process of converting from longwall to scattered-grid mining. The change in mining method was necessitated by the increasingly complex geology being encountered and the unsuitability of the current method for mining through the Pretorius fault. This change is also expected to improve safety.

West Wits – Savuka

Description

Savuka is situated on the West Wits line in the province of Gauteng, close to the town of Carletonville and approximately 70 kilometers southwest of Johannesburg. The Carbon Leader Reef (CLR) is mined at depths varying between 3,137 meters and 3,457 meters below surface and the Ventersdorp Contact Reef (VCR) at a depth of 1,808 meters below surface.

Savuka shares a processing plant with neighbouring TauTona and has been operational since 1962. The gold plant has a monthly capacity of 160 000 tonnes.

The West Wits team conducted an investigation into the incorporation of Savuka, which is nearing the end of its working life, into either TauTona or Mponeng. Post year-end, the investigation concluded that the optimal, most efficient solution to accessing Savuka’s remaining Ore Reserves would be via TauTona’s infrastructure.

From January 1, 2013 Savuka and TauTona operate as a single mine.

CONTINENTAL AFRICA

GHANA - Summary of metallurgical operations

   Obuasi  

        Iduapriem

Plant

 
   Sulfide Treatment
Plant
  

Tailings

Treatment Plant

  

Capacity (000 tonnes/month)

  195    180    385  

Ghana – Iduapriem

Description

Iduapriem, wholly owned by AngloGold Ashanti since September 2007, comprises the Iduapriem and Teberebie properties on a 110km2 concession. The mine, which began operations in 1992, is situated in the western region of Ghana, some 70 kilometers north of the coastal city of Takoradi and 10 kilometers southwest of Tarkwa.

Iduapriem is an open-pit mine and its processing facilities include a Carbon-in-pulp (CIP) plant.

Geology

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

Ghana – Obuasi

Description

Obuasi, wholly owned by AngloGold Ashanti since 2004, is located in the Ashanti Region of Ghana, approximately 60 kilometers south of Kumasi. Mining operations are primarily underground, to a depth of 1.5 kilometers. However, some surface mining in the form of open pit and tailings reclamation also occurs. Obuasi originally opened in 1897.

Geology

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

Two main ore types are mined:

quartz veins which consist mainly of quartz with free gold in association with lesser amounts of various metal sulfides such as iron, zinc, lead and copper. The gold particles are generally fine-grained and occasionally are visible to the naked eye. This ore type is generally non-refractory; and

sulfide ore which is characterized by the inclusion of gold in the crystal structure of a sulfide material. The gold in these ores is fine-grained and often locked in arsenopyrite. Higher gold grades tend to be associated with finer grained arsenopyrite crystals. Other prominent minerals include quartz, chlorite and sericite. Sulfide ore is generally refractory.

Power is supplied to the mines by the Volta River Authority.

GUINEA

Description

Siguiri, a multiple open-pit oxide gold mine which opened in 1997, is AngloGold Ashanti’s sole operation in the Republic of Guinea. It is located in the district of Siguiri, around 850 kilometers northeast of the country’s capital Conakry. Conventional mining activities are performed by contractors in multiple open pits using conventional techniques. On surface, Siguiri’s gold processing plant treats about 960,000 tonnes per month. Power to the mine is self-generated.

AngloGold Ashanti holds an 85 percent interest in Siguiri and the balance of 15 percent is held by the Government of Guinea.

Geology

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

laterite or CAP mineralization which occurs as aprons of colluvial or as palaeo-channels of alluvial lateritic gravel adjacent to, and immediately above; and

in-situ quartz-vein related mineralization hosted in meta-sediments with the better mineralization associated with vein stockworks that occurs preferentially in the coarser, brittle siltstones and sandstones.

The mineralized rocks have been deeply weathered to below 100 meters in places to form saprolite or SAP mineralization. With the percentage of available CAP ore decreasing, a carbon-in-pulp (CIP) plant is used to treat predominantly SAP ore.

MALI

AngloGold Ashanti has interests in three gold mining operations in Mali, namely, Sadiola, Yatela and Morila. It manages two of these operations, Sadiola and Yatela.

Mali – Morila (attributable 40 percent)

Description

The Morila mine has operated for 13 years and is situated 180 kilometers southeast of Bamako, the capital of Mali. The operation treats low-grade stockpiles while the plant, which incorporates a conventional carbon-in-leach process with an upfront gravity section to extract the free gold, has annual throughput capacity of 4.3 million tonnes. Since mining was concluded in 2009 with the depletion of the orebody, operations at Morila currently involve processing of the stockpile which stood at 5 million tonnes (marginal ore and marginal waste) as at year-end. Power is supplied by a subcontractor.

AngloGold Ashanti has an effective 40 percent stake in Morila, as does Randgold Resources Limited (which manages the mine). The Government of Mali owns the remaining 20 percent.

Geology

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

Mali – Sadiola (attributable 41 percent)

Description

The Sadiola mine is situated in western Mali, some 77 kilometers south-southwest of the regional capital Kayes. The mine is a joint venture between AngloGold Ashanti (41 percent) and IAMGOLD (41 percent) and the government of Mali (18 percent). The mine has been operating under the current ownership structure since 1996. Mining activities take place in five open pits. On-site surface infrastructure includes a 4.9 million tonnes per annum carbon-in-leach gold plant where the ore is eluted and smelted. Sadiola’s future lies in the expansion of the Sadiola main pit and a new plant. Power to the Sadiola and Yatela mines is self-generated.

Geology

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

Mali – Yatela (attributable 40 percent)

Description

Yatela, operational since 2001, is 80 percent owned by the Sadiola Exploration Company Limited, a joint venture between AngloGold Ashanti and IAMGOLD, giving each a 40 percent stake in Yatela. The balance of 20 percent is owned by the government of Mali.

The Yatela mine is situated in western Mali, some 25 kilometers north of Sadiola and approximately 50 kilometers south-southwest of the regional capital Kayes. Ore extraction has been conducted from a number of pits in which mining in most of these pits has been completed.

For the remaining years of the life of mine, the focus will be on a final cutback in Yatela Main pit as well as a new pit north of the Yatela Main pit. The ore mined is treated on heap-leach pads together with carbon loading. The carbon is then transported to Sadiola for elution and smelting.

Geology

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

NAMIBIA

Namibia – Navachab

Description

The Navachab gold mine is situated near the town of Karibib, some 170 kilometers northwest of the capital Windhoek and 171 kilometers inland on the southwest coast of Africa.

Navachab, which began operations in 1989, is an open-pit mine with a processing plant which includes a mill as well as CIP and electro-winning facilities, all with a monthly capacity of 120,000 tonnes.

Geology

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

TANZANIA

Tanzania – Geita

Description

The Geita gold mine is located in the Lake Victoria goldfields of the Mwanza region of Tanzania, about 120 kilometers from Mwanza and 4 kilometers west of the town of Geita.

The Geita gold mine is a multiple open pit operation with underground potential and is currently serviced by a 5.2 million tonnes per annum CIL processing plant.

Geology

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

AUSTRALIA

Australia – Sunrise Dam

Description

The Sunrise Dam gold mine is located in the northern goldfields of Western Australia, 220 kilometers northeast of Kalgoorlie and 55 kilometers south of Laverton.

The mine consists of a large open pit which is now in its sixteenth year of operation, and an underground mine which began in 2004. Mining is conducted by contractors and the ore is treated in a conventional gravity and carbon-in-leach (CIL) processing plant, which is managed by AngloGold Ashanti. Power to the mine is self-generated. The CIL processing plant has a nameplate capacity of 2.5 million tonnes per annum.

Geology

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

THE AMERICAS

UNITED STATES OF AMERICA

United States of America – Cripple Creek & Victor

Description

AngloGold Ashanti holds a 100 percent interest in Cripple Creek & Victor (CC&V) Gold Mining Company’s Cresson Project, located in the state of Colorado in the United States. A surface mining operation provides ore to a crusher and valley-leach facility, one of the largest in the world. Production here began in 1994. Production from the mine life extension (MLE1) project, which involved expanding capacity at the heap-leach pad, began in 2011. A further life extension and production expansion project (MLE2) was approved in 2012. The power for the mine is purchased from Black Hills Energy. The mine became operational in 1976. The mine has been operated by AngloGold Ashanti since 1999.

Geology

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

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

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

Cripple Creek & Victor – Summary of metallurgical operations

Gold plants

Capacity (000 tonnes/month)

- crushed ore production

1,632

- total ore production

1,814

- solution processed

2,627

SOUTH AMERICA

ARGENTINA

Argentina – Cerro Vanguardia

Description

AngloGold Ashanti has a 92.5 percent interest in Cerro Vanguardia with Fomicruz (the province of Santa Cruz) owning the remaining 7.5 percent. Located to the northwest of Puerto San Julian in the province of Santa Cruz, Cerro Vanguardia consists of multiple small open pits. Shallow underground mining began in 2010 to access high-grade material and accounts for about 19 percent of the mine’s production. The orebodies comprise a series of hydrothermal vein deposits containing gold and large quantities of silver, which is mined as a by-product. Ore is processed at the metallurgical plant which has a capacity of 3,000 tonnes per day and includes a cyanide recovery facility. Power for the mine is self-generated but operated by an external contractor. The mine has been operated by AngloGold Ashanti since 1998.

Geology

The oldest rocks in this part of Patagonia are metamorphics of the Precambrian-Cambrian age. These are overlain by Permian and Triassic continental clastic rocks which have been faulted into a series of horsts and grabens and are associated with both limited basaltic sills and dykes and with calc-alkaline granite and granodiorite intrusions. Thick andesite flows of Lower Jurassic age occur above these sedimentary units. A large volume of rhyolitic ignimbrites was emplaced during the Middle and Upper Jurassic age over an area of approximately 100,000km2. These volcanic rocks include the Chon Aike formation ignimbrite units that host the gold bearing veins at Cerro Vanguardia. Post-mineral units include Cretaceous and Tertiary rocks of both marine and continental origin, the Quaternary La Avenida formation, the Patagonia gravel and the overlying La Angelita basalt flows. These flows do not cover the area of the Cerro Vanguardia veins.

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

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

BRAZIL

In Brazil early stage exploration comprised of mapping and regional geochemical programs was undertaken on the wholly owned Jurena Belt tenements. The Falcã– AngloGold Ashanti Córrego do Sítio Mineração joint venture with Horizonte Minerals commenced drill testing of greenstone hosted gold mineralization, using a combination of aeromagnetic interpretations and gold-in-soil geochemistry to target initial drill holes. A total of 15 diamond holes for a total of 3,663 meters were completed in 2011. The drill testing produced some encouraging early results but no ore grade intercepts.

DEMOCRATIC REPUBLIC OF THE CONGO(AGA Mineração)

In the DRC, AngloGold Ashanti holds an 86.22 percent interest in Ashanti Goldfields Kilo (AGK), while the remaining 13.78 percent is held by the state-owned gold company SOKIMO. Of the 7,443km2 previously held under exploitation licenses by SOKIMO, 5,447km2 have been transferred to AGK under the terms of an agreement with the government, with 399km2 pending transfer at the end of the year. Significant progress was made with regional soil geochemistry programs that are expected to provide significant coverage over much of the landholding during 2012. This, combined with detailed geologic mapping and structural interpretation, has enabled the ranking and prioritization of drill targets. During 2011, a total of 4,009 diamond meters were drilled, with some encouraging results. A total of 789 trench samples were taken at a number of prospects, some of which returned promising gold grades.

GABON

In Gabon, AngloGold Ashanti is conducting exploration on an exclusive basis on the Ndjole and Mevang properties in partnership with Silver Bull Resources (formally Dome Ventures). The work has comprised regional geochemical sampling programs and completion of a diamond drilling program on the Ndjole license.

MIDDLE EAST AND NORTH AFRICA (MENA)

In the Middle East and North Africa, exploration is conducted through a regional strategic alliance with Dubai based Thani Investments. Since the inception of the alliance in mid-2009, significant progress has been made on advancing exploration projects on the Wadi Kareem and Hodine concessions in Egypt. The Hutite project, located on the Hodine concession, is an orogenic gold deposit where the alliance has to date completed 54 diamond holes for a total of 12,352 meters. Visible gold and significant intercepts have been returned from many of the completed diamond holes. Mineralization extends over a strike length greater than 1.6 kilometers.

In Eritrea, AngloGold Ashanti is currently reviewing its investment. Exploration in partnership with Stratex International was conducted for epithermal gold mineralization in the Afar depression of Ethiopia where the first-phase drill program intersected encouraging low- to moderate-tenor gold mineralization.

The alliance has continued with project generation activities in Saudi Arabia and a number of license applications have been made.

CHINA

In China AngloGold Ashanti is in the process of divesting its 70 percent interest in Gansu Longxin Minerals CJV located in the Gansu Province of western China. All active exploration activities in China have been concluded.

AUSTRALIA

The Tropicana joint venture (AngloGold Ashanti 70 percent, Independence Group NL 30 percent) is systematically targeting a belt of tectonically reworked Archaean and Proterozoic rocks on the eastern margin of the Yilgarn Craton, Western Australia. Greenfields exploration in the Tropicana joint venture during 2011 focused on regional aircore drilling and reverse circulation/ diamond drilling of seven priority targets. A number of prospects have been identified for further work including the Iceberg prospect, located 35 kilometers south of the Tropicana Gold Mine, where aircore and RC drilling identified mineralization. Best results include 20 meters @ 1 gram per tonne Au from 32 meters.

The wholly owned Viking project covers the interpreted southeast extensions of the Tropicana belt. Exploration during 2011 included airborne magnetics/radiometrics, regional auger sampling and aircore drilling of selected targets. Several auger anomalies have been identified for drill testing.

In Australia, a total of 2,231 Aircore/RAB holes were drilled for 102,278 meters, 109 reverse circulation holes for 15,945 meters and six diamond holes for 1,032 meters. In addition, 18,417 surface auger samples were collected, 30,861-line kilometers of aeromagnetic and radiometric surveys were flown and 1,223 line kilometers of ground gravity data were acquired.

SOLOMON ISLANDS

In the Solomon Islands, where AngloGold Ashanti is in joint venture with XDM Resources, an extensive land position is held over the New Georgia Island chain. Work has been focused on specific epithermal and porphyry targets, including Vulu, Mase and Konga. The potential for substantive epithermal gold mineralization appears limited in the Vulu area. Exploration will now focus on the broader region in anticipation of securing additional land access agreements. The joint ventures collectively cover 1,707km2 in the New Georgia Belt, effectively consolidating the entire island chain. Exploration activities in 2011 included drilling 4,911 meters, trenching, field mapping, soil and rock chip sampling, spectral studies and airborne electromagnetic surveying.

ANGLOGOLD ASHANTI / DE BEERS JOINT VENTURE

Results from the seafield sampling campaign in New Zealand were analyzed and although offshore gold was detected, the grades did not warrant any further follow up work. Subsequently, a decision was made to relinquish the offshore prospecting licenses.

Exploration activities in the South African sea areas (SASA) offshore concessions of ~28,000km2 entailed the following:

Logging, sampling and the assay of a large number of historical vibro cores and samples;

A geophysical survey campaign of ~3,300 kilometres of seismic data;

An 11-day vibrocoring campaign during which 38 cores were collected; and

A reconnaissance field trip to the west coast of South Africa.

All of the above was used to complete a geological and mineralization model which was used to derive exploration targets for the coring campaign that began during December 2011 and was completed during February 2012.

4C.

ORGANIZATIONAL STRUCTURE

GROUP STRUCTURE

AngloGold Ashanti’s operations are divided into the following regions:

South Africa – operations in Vaal River and West Wits;

Continental Africa – operations in Ghana, Guinea, Mali, Namibia and Tanzania;

Australasia – operation in Australia; and

Americas – operations in Argentina, Brazil and the United States.

The above four regions also correspond to AngloGold Ashanti’s four business segments.

Management of the group is entrusted to AngloGold Ashanti’s executive committee which is chaired by the Chief Executive Officer, comprising the two executive directors, nine executive vice presidents and one senior vice president. See “Item 6.: Directors, executive management and employees”.

Support is provided to the executive committee in managing AngloGold Ashanti’s corporate activities at both the central and local levels. Activities managed centrally include strategic and business planning, marketing, corporate finance, treasury, exploration, technology and innovation, corporate secretarial and corporate affairs. Specialized services directed from the center but managed by local operations include mining, engineering, metallurgy, mineral resource management, safety and health, the environment and human resources.

SUBSIDIARIESDescription

AngloGold Ashanti Córrego do Sítio Mineração (AGA Mineração) comprises two operational units, namely the Cuiabá and the Córrego do Sítio complexes. The Cuiabá complex includes the Cuiabá and Lamego mines and the Cuiabá and Queiroz plants. In operation for 27 years, the Cuiabá mine is principally a cut-and-fill mine accessed by ramp and shaft. Lamego is a new mine developed to mine an underground sulfide ore. The first stage of the processing of the ore from Cuiabá and Lamego mines is in the gold plant at the Cuiabá complex, where concentrate is produced. The material is then transported 15 kilometers by aerial ropeway to the Queiroz plant where milling, flotation, roasting, leaching, precipitation and refining occur. Total capacity of the complete circuit is 1.7 million tonnes per year and recoveries of 93 percent are achieved. Power for the mine is both self-generated and supplied by Cemig a stated owned company. The Cuiaba mine became operational in 1988 and the Lamego mine in 2009. However some of the older mines which are now closed have been operating since 1834.

The Córrego do Sítio operation comprises one surface (oxide) and two underground (sulfide) mines, as well as a heap leach pad and sulfide plant, the latter originally acquired from Eldorado late in 2008 was refurbished and brought into operation in January 2012.

Geology

The area in which Brasil Mineração is located is known as the Iron Quadrangle and is host to historic and current gold mining operations, as well as a number of open-pit limestone and iron ore operations. The geology of the Iron Quadrangle is composed of Proterozoic and Archaean volcano-sedimentary sequences and Pre-Cambrian granitic complexes. The host to the gold mineralization is the volcano-sedimentary Nova Lima Group (NLG) that occurs at the base of the Rio das Velhas SuperGroup (RDVS). The upper sequence of the RDVS is the meta-sedimentary Maquiné Group. Cuiabá mine, located at Sabara Municipality, has investmentsgold mineralization associated with sulfides and quartz veins in numerous principal subsidiariesBanded Ironstone Formation (BIF) and joint venture interests, see “Item 19.: Exhibitsvolcanic sequences. At this mine, structural control and fluids flow ascension are the most important factors for gold mineralization with a common association between large-scale shear zones and their associated structures. Where BIF is mineralized the ore appears strongly stratiform due to the selective sulfidation of the iron rich layers. Steeply plunging shear zones tend to control the ore shoots, which commonly plunge parallel to intersections between the shears and other structures.

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

BrazilExhibit 19.8 ListSummary of metallurgical operations

    Corrego do Sitio   Corrego do Sitio   AngloGold Ashanti Mineração   Serra Grande   
    Oxide   Sulfide   Cuiabá   Raposos      

Gold plants

          

Capacity (000 tonnes/month)

   38       50       138       28       102    

Brazil – Serra Grande (100 percent effective July 1, 2012, previously 50 percent)

Description

Serra Grande is located in central Brazil, in the state of Goiás, about 5 kilometers from the city of Crixás. Serra Grande comprises three mechanized underground mines: Mina III, Mina Nova (which includes the Pequizão orebody) and Palmeiras – and an open pit on the outcrop of Mina III orebody. One dedicated metallurgical plant treats ore from these different sources. Annual capacity of the processing circuit, which has grinding, leaching, filtration, precipitation and smelting facilities, is 1.22 million tonnes. During the year, AngloGold Ashanti Limited subsidiaries”increased its holding in Serra Grande from 50 percent to 100 percent. Power for details.the mine is supplied and purchased on the open market. The mine became operational in 1989 but has been operated by AngloGold Ashanti since 1999.

Geology

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

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

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

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

The Crixás greenstone belt comprises a series of Archaean to Palaeoproterozoic metavulcanics, metasediments and basement granitoids stacked within a series of north to north-east transported thrust sheet. Thrusting (D1) was accompanied by significant F1 folding/foliation development and progressive alteration in a brittle-ductile regime. D1 thrusting developed with irregular thrust ramp geometry, in part controlled by concealed early basin faults. The main

4D.

PROPERTY, PLANTS AND EQUIPMENT

ForCrixás orebodies are adjacent to a discussionmajor north-north-west structural corridor, and up the main fault ramp/corner, to become dispersed to the east and north in zones of AngloGold Ashanti’s mining properties, plantforeland thrust flats. Fluid alteration also diminished to the west away from the main fault corner. A series of concealed east-west to north-west-south-east basement block faults may have provided secondary fluid migration, and equipment, see “Item 4B.: Business Overview – Operating performance”.development of early anti-formal warps in the thrust sheets; these structures probably define the quasi-regular spacing of significant mineralization within the belt. The D1 thrust stack was gently folded by non-cylindrical folds. Gold mineralizing fluids probably migrated during this event, with similar south-south-west to north-north-east migration, and focusing on bedding slip during folding. Gold mineralization became minor and dispersed to the north and east along the formal thrust flat zone. Concentrations of gold along the case of quartz vein may be due to the damming of fluids migrating upward along layering.

ORE RESERVES

The combined Proven and Probable Ore Reserve of the group amounted to 75.674.1 million ounces as at December 31, 2011.2012.

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

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

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

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

The gold price and exchange rate used for 2012 and 2011 and 2010 Reserves areReserve is outlined in the following table.

 

    2011
(3 year
average)
   2011
(Business
Plan)
   2010
(3 year
average)
   

 

Units

 

Reserve Gold Price

   1,256     1,100     1,015     US$/oz  

Exchange Rate – South Africa

   7.64     7.63     8.00     ZAR/US$  

Reserve Gold Price (South African rand per ounce)

   9,479     8,393     8,120     ZAR/oz  
    2012
(3 year
average)
   2012
(Business
Plan)
   2011
(3 year
average)
   

 

Units

 

Ore Reserve Gold Price

   1,488     1,300     1,256     US$ per ounce  

Exchange Rate – South Africa

   7.58     6.94     7.64     ZAR/US$  

Ore Reserve Gold Price (South African rand per ounce)

   11,345     9,324     9,479     ZAR per ounce  

The Ore Reserves haveReserve has been determined using the company’s business plan assumptions - a gold price of $1,100$1,300 per ounce and a South African rand exchange rate of 7.636.94 to the US dollar, which translates to a South African rand gold price of ZAR8,393ZAR9,324 per ounce.

As in prior years, the Ore ReservesReserve determined from the planning process werewas then tested for economic viability at the three-year historical average gold price and currency exchange rates shown in the above table for determining the SEC compliant Ore Reserves.Reserve. This did not result in any changes. The resultant SEC compliant Proven and Probable Ore Reserves areReserve is shown in the following pages.

In Australia and South Africa, AngloGold Ashanti is legally required to publicly report Ore ReservesReserve and Mineral ResourcesResource according to the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (The JORC Code, 2004 Edition)edition) and the South African Code for Reporting of Exploration Results, Mineral Resources and OreMineral Reserves (The SAMREC Code, 2007 Edition)edition). The SEC’s Industry Guide 7 does not recognize Mineral Resources. Accordingly, AngloGold Ashanti does not report estimates of Mineral ResourcesResource in this annual report on Form 20-F.

The AngloGold Ashanti Ore Reserve increaseddecreased from 71.2 million ounces in 2010 to 75.6 million ounces in 2011 to 74.1 million ounces in December 2011.2012. A year-on-year increase of 9.63.2 million ounces occurred before the subtraction of 5.24.7 million ounces for depletion, resulting in an increasea decrease of 4.41.5 million ounces after the subtraction of depletion. A gold price of $1,100$1,300 per ounce (ZAR8,393(ZAR9,324 per ounce) was used for Ore Reserve estimates (2010: $850(2011: $1,100 per ounce, ZAR7,404ZAR8,393 per ounce).

The principal changes in AngloGold Ashanti’s Ore Reserves as at December 31, 20112012, compared with those published as at December 31, 20102011 are as follows:

 

 Ore Reserve      Million oz 

 Ore ReservesReserve as at December 31, 20102011

  71.275.6 

 Reductions

    

 Moab KhotsongKopanang

  Depletion and minor model revision  (0.5) (1.4) 

 Obuasi

Revised mine planning parameters and geotechnical review(0.9) 

 Great Noligwa

Economic driven reduction of underground mining footprint

(0.7) 

 Other

  Total of non-significant changes  (1.1)(2.7) 

 Additions

    

 Kibali

Open pit increase due to additional metal defined by grade control drilling

0.4 

Geita

  Improved Ore Reserve pricePositive economic changes  0.5 

 Cripple Creek & Victor

Mine Life Extension added to Ore Reserve0.5 

 Vaal River Surface

Technical studies showed that the economic extraction of gold and uranium from the tailings is viable3.2 
0.7 

 Other

  Total of non-significant changes  1.7 0.3 

 Acquisitions

 Serra Grande

Purchase of remaining 50 percent of the operation0.4 

 Mine Waste Solutions

Purchase of Mine Waste Solutions

2.4 

 Ore ReservesReserve as at December 31, 20112012

  75.674.1 

Rounding may result in computational differences.

AngloGold Ashanti will continuestrives to pursue a strategyactively create value by growing its major asset – the Ore Reserve. This drive is based on an active, well-defined brownfields exploration program, innovation in both geological modeling and mine planning and optimization of increasing value-adding Ore Reserves through expansion projects, brownfields and greenfields exploration and acquisition of new assets.its asset portfolio.

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

By-products

Several by-products are recovered as a result of the processing of gold Ore Reserves.Reserve. These include 126.32162.03 million pounds (73,492 tonnes) of uranium oxide from the South African operations, 0.450.49 million tons (0.44 million tonnes) of sulfur from Brazil and 46.9340.74 million ounces (1,267 tonnes) of silver from Argentina. Details of the by-product Ore ReservesReserve is are given in the Mineral Resource and Ore Reserve Report 2011,2012, which is available on the corporate website.

External Audit of Mineral Resource and Ore Reserve Statement

During the course of the year2012, the following AngloGold Ashanti operations were subjected to external audits by a number of consulting companies:

 

Sadiola

Vaal River Surface Operations including Mine Waste Solutions

AGA Mineração

Cripple Creek & Victor

Geita

Moab Khotsong

Mponeng

Obuasi

Siguiri

Tropicana - Córrego do Sítio

The company has been informed that the audits identified no material shortcomings in the process by which AngloGold Ashanti’s grade models were evaluated. It is the company’s intention to continue a process whereby each of its operations will be audited, on average, every three years.

Competent Persons

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

During the past decade, the company has developed and implemented a rigorous system of internal and external reviews of Exploration Results, Mineral Resources and Ore Reserves. A chain of responsibility exists from the Competent Persons at the operations to the company’s Mineral Resource and Ore Reserve Steering Committee. Accordingly, the Chairman of the Mineral Resource and Ore Reserve Steering Committee, VA Chamberlain, MSc (Mining Engineering), BSc Hons (Geology), MGSSA, FAusIMM, assumes responsibility for the Mineral Resource and Ore Reserve processes for AngloGold Ashanti and is satisfied that the Competent Persons have fulfilled their responsibilities.

Ore Reserves: Imperial  At December 31, 2011 

 
Ore Reserve: Imperial  At December 31, 2012 
  Proven Ore Reserve (1)(2)   Probable Ore Reserve (1)(2)   

Metallurgical

 
  Proven Ore Reserves(1)   Probable Ore Reserves(1)(2)   Metallurgical           Gold           Gold   Recovery 
          Gold           Gold   Recovery   

Tons(5)

   Grade Content (1)   

Tons(5)

   Grade Content (1)   Factor 
  Tons(5)   Grade Content (1)   Tons(5)   Grade Content (1)   Factor   (million)   (oz/ton)   (m oz)   (million)   (oz/ton)   (m oz)   percent 
  (mill)   (oz/ton)   (mill oz)   (mill)   (oz/ton)   (mill oz)   percent 

 

South Africa

                                   

Vaal River(6)

                            

Great Noligwa

   3.66     0.229     0.84     1.57     0.183     0.29     95.8      1.33     0.255     0.34     0.21     0.239     0.05     95.5   

Kopanang

   2.05     0.197     0.40     12.78     0.187     2.39     96.5      0.96     0.229     0.22     5.54     0.211     1.17     96.4   

Moab Khotsong(2)

   1.50     0.303     0.46     21.10     0.310     6.54     96.5      1.80     0.317     0.57     20.81     0.290     6.04     95.8-96.0 (4)  

West Wits

                            

Mponeng(2)

   5.09     0.276     1.41     41.99     0.300     12.62     98.2 (4)     2.55     0.259     0.66     44.31     0.297     13.15     98.1   

Savuka

   -     -     -     2.60     0.231     0.60     97.4     0.29     0.174     0.05     3.34     0.150     0.50     97.3   

TauTona

   0.81     0.346     0.28     6.19     0.265     1.64     97.4     0.82     0.331     0.27     5.29     0.261     1.38     97.5   

 

 

Surface

                            

Surface sources

   -     -     -     546.11     0.009     4.96     76-88 (4)  

Surface sources(6)

   156.20     0.007     1.05     723.47     0.008     6.12     51.5-93(4)  

 

 

Continental Africa

                            

Democratic Republic of Congo

                            

Kibali (45 percent)(3)

   -     -     -     36.86     0.123     4.52     84.5; 91.3 (10)     1.75     0.097     0.17     39.57     0.120     4.75     84.5; 91.3 (9)  

 

 

Ghana

                            

Iduapriem

   31.52     0.038     1.21     29.59     0.045     1.34     95.0     24.87     0.039     0.96     27.40     0.046     1.25     95.0   

Obuasi(2)

   15.58     0.194     3.02     29.87     0.212     6.34     85.0     20.19     0.175     3.53     30.77     0.162     4.99     85.4   

 

 

Guinea

                            

Siguiri (85 percent)(3)

   39.38     0.018     0.70     79.56     0.020     1.61     92 (4)     40.33     0.018     0.74     74.52     0.020     1.46     88.0-90.0 (4)  

 

 

Mali

                            

Morila (40 percent)(3)

   0.63     0.050     0.03     2.95     0.033     0.10     88.8-89.0 (4)     -     -     -     1.70     0.035     0.06     88.8-89.0(4)  

Sadiola (41 percent)(3)

   4.69     0.060     0.28     43.72     0.046     2.02     78-97.0     2.44     0.037     0.09     38.37     0.053     2.05     76.0-94.0(4)  

Yatela (40 percent)(3)

   0.41     0.019     0.01     0.88     0.051     0.05     84.8     0.06     0.038     0.00     0.29     0.105     0.03     84.8   

 

 

Namibia

                            

Navachab

   6.96     0.032     0.22     48.70     0.038     1.83     69.5 ; 86.7 (9)     -     -     -     57.10     0.037     2.10     88.1   

 

 

Tanzania

                            

Geita

   -     -     -     62.10     0.076     4.74     46-91 (4)     -     -     -     71.72     0.076     5.42     46.0-91.0(4)  

 

 

Australasia

                            

Australia

                            

Sunrise Dam(3)

   16.35     0.034     0.55     8.33     0.117     0.97     84.8-86 (4)  

Sunrise Dam

   16.51     0.033     0.54     5.49     0.118     0.65     85.2-85.5(4)  

Tropicana (70 percent)(3)

   19.87     0.067     1.33     23.61     0.060     1.41     90.3     20.01     0.066     1.33     24.06     0.058     1.40     90.0   

 

 

Americas

                            

Argentina

                            

Cerro Vanguardia (92.5 percent)(3)(7)

   11.64     0.040     0.46     14.16     0.124     1.76     95.0     11.51     0.037     0.43     12.02     0.133     1.60     61.3-94.3(4)  

 

 

Brazil

                            

AGA Mineraçáo(2)(8)

   5.78     0.182     1.05     7.51     0.140     1.05     88-93 (4)     5.16     0.174     0.90     10.52     0.136     1.43     88.0-93.0(4)  

Serra Grande (50 percent)(3)

   2.05     0.098     0.20     1.61     0.109     0.17     93.9  

Serra Grande

   5.08     0.085     0.43     3.24     0.102     0.33     93.7   

 

 

United States of America

                            

Cripple Creek & Victor

   177.23     0.024     4.26     95.46     0.021     2.00     43-95 (4)     170.65     0.024     4.06     90.78     0.020     1.83     43.0-95.0(4)  

 

 

Total

   345.20     0.048     16.72     1117.25     0.053     58.95       482.50     0.034     16.34     1,290.52     0.045     57.74    

 

 
(1)(1)

Ore Reserves includeReserve includes marginally economic and diluting materials delivered for treatment and allow for losses that may occur during mining.

(2)

Proven and/or Probable Ore Reserves includeReserve includes Ore ReservesReserve below infrastructure. See table below.

(3)

Ore ReservesReserve attributable to AngloGold Ashanti’s percentage interest shown.

(4)

Recovery factor varies according to ore type.

(5)

Tons refers to a short ton, which is equivalent to 2000 pounds avoirdupois.

(6)

The Vaal Reef Ore Reserve includes 162.03 million pounds of Uranium oxide by-products; this cannot be accounted for by individual mine as Great Noligwa, Kopanang, Moab Khotsong and Surface sources in Vaal River feed to a combination of plants.

(7)

The Ore Reserve contains 40.74 million ounces of silver to be recovered as a by-product.

(8)

The Ore Reserve contains 0.49 million tons of sulfur to be recovered as a by-product.

(9)

Open pit and underground mining, respectively.

Rounding may result in computational differences.

The 2012 Proven and Probable Ore Reserve includes Ore Reserve below infrastructure in the case of the following underground mines currently in production:

Mine

  

Tons (millions)

   

Grade (ounces/ton)

   Gold Content
      (million ounces)

Moab Khotsong

   14.95     0.280    4.18

Mponeng

   25.49     0.346    8.82

Obuasi

   3.56     0.385    1.37

AGA Mineração

   4.57     0.149    0.68

Total

   48.57     0.310    15.05

The Ore Reserve has been determined based on completed economic studies.

Rounding may result in computational differences.

 

 
Ore Reserve: Imperial  At December 31, 2011 
   Proven Ore Reserve(1)   Probable Ore Reserve(1)(2)   Metallurgical 
           

Gold

           Gold   Recovery 
   Tons(5)   Grade Content (1)   Tons(5)   Grade Content (1)   Factor 
   (million)   (oz/ton)   (m oz)   (million)   (oz/ton)   (m oz)   percent 

 

 

South Africa

              

Vaal River(6)

              

Great Noligwa

   3.66     0.229     0.84     1.57     0.183     0.29     95.8   

Kopanang

   2.05     0.197     0.40     12.78     0.187     2.39     96.5   

Moab Khotsong(2)

   1.50     0.303     0.46     21.10     0.310     6.54     96.5   

West Wits

              

Mponeng(2)

   5.09     0.276     1.41     41.99     0.300     12.62     98.2 (4)  

Savuka

   -     -     -     2.60     0.231     0.60     97.4  

TauTona

   0.81     0.346     0.28     6.19     0.265     1.64     97.4  

 

 

Surface

              

Surface sources

   -     -     -     546.11     0.009     4.96     76-88 (4)  

 

 

Continental Africa

              

Democratic Republic of Congo

              

Kibali (45 percent)(3)

   -     -     -     36.86     0.123     4.52     84.5; 91.3 (10)  

 

 

Ghana

              

Iduapriem

   31.52     0.038     1.21     29.59     0.045     1.34     95.0  

Obuasi(2)

   15.58     0.194     3.02     29.87     0.212     6.34     85.0  

 

 

Guinea

              

Siguiri (85 percent)(3)

   39.38     0.018     0.70     79.56     0.020     1.61     92 (4)  

 

 

Mali

              

Morila (40 percent)(3)

   0.63     0.050     0.03     2.95     0.033     0.10     88.8-89.0 (4)  

Sadiola (41 percent)(3)

   4.69     0.060     0.28     43.72     0.046     2.02     78-97.0   

Yatela (40 percent)(3)

   0.41     0.019     0.01     0.88     0.051     0.05     84.8   

 

 

Namibia

              

Navachab

   6.96     0.032     0.22     48.70     0.038     1.83     69.5 ; 86.7 (9)  

 

 

Tanzania

              

Geita

   -     -     -     62.10     0.076     4.74     46-91 (4)  

 

 

Australasia

              

Australia

              

Sunrise Dam

   16.35     0.034     0.55     8.33     0.117     0.97     84.8-86 (4)  

Tropicana (70 percent)(3)

   19.87     0.067     1.33     23.61     0.060     1.41     90.3  

 

 

Americas

              

Argentina

              

Cerro Vanguardia (92.5 percent)(3)(7)

   11.64     0.040     0.46     14.16     0.124     1.76     95.0  

 

 

Brazil

              

AGA Mineraçáo(2)(8)

   5.78     0.182     1.05     7.51     0.140     1.05     88-93 (4)  

Serra Grande (50 percent)(3)

   2.05     0.098     0.20     1.61     0.109     0.17     93.9   

 

 

United States of America

              

Cripple Creek & Victor

   177.23     0.024     4.26     95.46     0.021     2.00     43-95 (4)  

 

 

Total

   345.20     0.048     16.72     1,117.25     0.053     58.95    

 

 
(1)

Ore Reserve includes marginally economic and diluting materials delivered for treatment and allow for losses that may occur during mining.

(2)

Probable Ore Reserve includes Ore Reserve below infrastructure. See table below.

(3)

Ore Reserve attributable to AngloGold Ashanti’s percentage interest shown.

(4)

Recovery factor varies according to ore type.

(5)

Tons refers to a short ton, which is equivalent to 2000lbs2000 pounds avoirdupois.

(6)

The Vaal Reef Ore Reserves includeReserve includes 126.32 million pounds of Uranium oxide by-products; this cannot be accounted for by individual mine as Great Noligwa, Kopanang and Moab Khotsong feed to a combination of plants.

(7)

The Ore Reserve contains 46.93 million ounces of silver to be recovered as a by-product.

(8)

The Ore Reserve contains 0.45 million tons of sulfur to be recovered as a by-product.

(9)

DMS plant and CIP plant, respectively.

(10) 

Open pit and underground mining, respectively.

Rounding may result in computational differences.

The 2011 Probable Ore Reserves includeReserve includes Ore Reserves below infrastructure in the case of the following underground mines currently in production:

 

Mine  Tons (millions)   Grade (ounces/ton)   Gold Content
  (million ounces)  Tons (millions)  Grade (ounces/ton)  Gold Content
(million ounces)

Moab Khotsong

   13.91     0.312    4.34  13.91  0.312  4.34

Mponeng

   35.20     0.325    11.46  35.20  0.325  11.46

Obuasi

   2.99     0.381    1.14  2.99  0.381  1.14

AGA Mineração

   2.96     0.158    0.47  2.96  0.158  0.47

Total

   55.06     0.316    17.40  55.06  0.316  17.40

Rounding may result in computational differences.

Ore Reserves: Imperial  At December 31, 2010 

 
Ore Reserve: Metric  At December 31, 2012 
  Proven Ore Reserve(1)(2) Probable Ore Reserve(1)(2)   Metallurgical 
  Proven Ore Reserves(1)   Probable Ore Reserves(1)(2)   Metallurgical   Tonnes(6)   Grade   Gold Tonnes(6)   Grade   Gold   Recovery factor 
          Gold           Gold   Recovery           Content         Content     
  Tons(5)   Grade Content (1)   Tons(5)   Grade Content (1)   Factor   (million)   (g/t)   (tonnes) (million)   (g/t)   (tonnes)   percent 
  (mill)   (oz/ton)   (mill oz)   (mill)   (oz/ton)   (mill oz)   percent 

 

South Africa

                                  

Vaal River(6)

              

Vaal River(5)

             

Great Noligwa

   4.44    0.225    1.00    1.98    0.210    0.42    96.0     1.21     8.77     10.60    0.19     8.62     1.62     95.5   

Kopanang

   1.37    0.230    0.31    14.71    0.190    2.79    95.6     0.87     7.92     6.89    5.03     7.25     36.44     96.4   

Moab Khotsong(2)

   2.03    0.305    0.62    18.57    0.370    6.87    95.4-95.6 (4)     1.63     10.83     17.61    18.88     9.95     187.87     95.8-96.0 (4)  

 

West Wits

                           

Mponeng(2)

   4.58    0.234    1.07    43.96    0.292    12.83    97.4-98.2 (4)     2.31     8.88     20.54    40.20     10.17     408.91     98.1   

Savuka

   0.09    0.147    0.01    3.60    0.181    0.65    97.0     0.26     5.78     1.50    3.03     5.08     15.40     97.3   

TauTona

   0.75    0.226    0.17    7.01    0.269    1.89    97.2     0.74     11.19     8.25    4.80     8.96     43.04     97.5   

 

 

Surface

                           

Surface sources

   -     -     -     121.79    0.014    1.74    40-88 (4)  

Surface sources(5)

   141.70     0.23     32.63    656.32     0.29     190.30     51.5-93 (4)  

 

 

Continental Africa

                           

Democratic Republic of the Congo

                           

Kibali (45 percent)(3)

   -     -     -     36.86    0.123    4.52    84.5; 91.3 (10)     1.59     3.26     5.20    35.90     4.12     147.84     84.5; 91.3 (9)  

 

 

Ghana

                           

Iduapriem

   32.21    0.039    1.26    27.23    0.045    1.24    95.0     22.56     1.32     29.88    24.86     1.56     38.72     95.0   

Obuasi(2)

   16.30    0.195    3.18    27.12    0.212    5.75    85.0     18.32     5.99     109.78    27.91     5.56     155.11     85.4   

 

 

Guinea

                           

Siguiri (85 percent)(3)

   43.05    0.018    0.78    74.34    0.021    1.60    90-95 (4)     36.59     0.63     22.92    67.60     0.67     45.56     88.0-90.0(4)  

 

 

Mali

                           

Morila (40 percent)(3)

   2.59    0.049    0.13    2.95    0.033    0.10    89.0     -     -     -    1.54     1.14     1.75     88.8-89.0 (4)  

Sadiola (41 percent)(3)

   2.57    0.086    0.22    38.88    0.053    2.08    76-96 (4)     2.21     1.29     2.86    34.81     1.83     63.64     76.0-94.0 (4)  

Yatela (40 percent)(3)

   0.31    0.023    0.01    1.36    0.052    0.07    75-85 (4)     0.05     1.36     0.07    0.26     3.61     0.92     84.8   

 

 

Namibia

                           

Navachab

   15.73    0.030    0.47    32.78    0.042    1.38    69.5 ;86.5 (9)     -     -     -    51.80     1.26     65.29     88.1   

 

 

Tanzania

                           

Geita

   -     -     -     45.10    0.093    4.21    46-89 (4)     -     -     -    65.06     2.59     168.63     46.0-91.0 (4)  

 

 

Australasia

                           

Australia

                           

Sunrise Dam(3)

   7.93    0.050    0.40    7.38    0.133    0.98    85.5-86 (4)  

Sunrise Dam

   14.98     1.12     16.74    4.98     4.03     20.07     85.2-85.5 (4)  

Tropicana (70 percent)(3)

   18.57    0.066    1.23    18.41    0.062    1.13    90.3     18.15     2.28     41.46    21.83     1.99     43.48     90.0   

 

 

Americas

                           

Argentina

                           

Cerro Vanguardia (92.5 percent)(3)(7)

   10.51    0.036    0.37    9.45    0.155    1.47    95.0     10.44     1.29     13.49    10.90     4.56     49.71     61.3-94.3(4)  

 

 

Brazil

                           

AGA Mineraçáo(2)(8)

   5.45    0.197    1.07    6.70    0.160    1.07    93.0     4.68     5.99     28.07    9.54     4.66     44.41     88.8-93.0 (4)  

Serra Grande (50 percent)(3)

   2.17    0.100    0.22    1.45    0.121    0.18    90.9-94.9 (4)  

Serra Grande

   4.61     2.91     13.44    2.94     3.51     10.33     93.7   

 

 

United States of America

                           

Cripple Creek & Victor

   162.25    0.024    3.84    86.81    0.022    1.89    43-95 (4)     154.81     0.81     126.16    82.35     0.69     56.83     43.0-95.0 (4)  

 

 

Total

   332.90    0.049    16.34    628.45    0.087    54.86      437.72     1.16     508.11    1,170.74     1.53     1,795.90    

 

 

(1) 

Ore Reserves includeReserve includes marginally economic and diluting materials delivered for treatment and allow for losses that may occur during mining.

(2) 

Probable and/or Probable Ore Reserves includeReserve includes Ore ReservesReserve below infrastructure. See table below.

(3) 

Ore Reserves attributable to AngloGold Ashanti’s percentage interest shown.

(4)

Recovery factor varies according to ore type.

(5)

Tons refers to a short ton, which is equivalent to 2000lbs avoirdupois.

(6)

The Vaal Reef Ore Reserves include 47.6 million pounds of Uranium oxide by-products; this cannot be accounted for by individual mine as Great Noligwa, Kopanang and Moab Khotsong feed to a combination of plants.

(7)

The Ore Reserve contains 34.6 million ounces of silver to be recovered as a by-product.

(8)

The Ore Reserve contains 0.49 million tons of sulfur to be recovered as a by-product.

(9)

DMS plant and CIP plant, respectively.

(10)

Open pit and underground mining, respectively.

Rounding may result in computational differences.

The 2010 Probable Ore Reserves include Ore Reserves below infrastructure in the case of the following underground mines currently in production:

Mine  Tons (millions)  Grade (ounces/ton)  

Gold Content

(million ounces)

Moab Khotsong

  11.47  0.366  4.19

Mponeng

  34.06  0.311  10.58

Obuasi

  2.99  0.381  1.14

AGA Mineração

  3.54  0.172  0.61

Total

  52.06  0.317  16.53

Rounding may result in computational differences.

 

 
Ore Reserves: Metric  At December 31, 2011 
   Proven Ore Reserves(1)   Probable Ore Reserves(1)(2)   Metallurgical 
   Tonnes(6)   Grade   Gold   Tonnes   Grade   Gold   Recovery factor 
   (mill)   (g/t)   Content
(tonnes)
   (mill)   (g/t)   Content
(tonnes)
   percent 

 

 

South Africa

              

Vaal River(5)

              

Great Noligwa

   3.32     7.845     26.06     1.42     6.266     8.90     95.8  

Kopanang

   1.86     6.752     12.54     11.59     6.421     74.43     96.5  

Moab Khotsong(2)

   1.36     10.402     14.16     19.14     10.632     203.52     96.5   

 

 

West Wits

              

Mponeng(2)

   4.62     9.471     43.73     38.09     10.302     392.47     98.2(4)  

Savuka

   -     -     -     2.36     7.903     18.67     97.4  

TauTona

   0.73     11.854     8.68     5.61     9.084     50.99     97.4  

 

 

Surface

              

Surface sources

   -     -     -     495.42     0.312     154.43     76-88(4)  

 

 

Continental Africa

              

Democratic Republic of the Congo

              

Kibali (45 percent)(3)

   -     -     -     33.44     4.207     140.69     84.5; 91.3 (10)  

 

 

Ghana

              

Iduapriem

   28.59     1.318     37.70     26.85     1.555     41.74     95.0  

Obuasi(2)

   14.13     6.656     94.07     27.10     7.281     197.31     85.0  

 

 

Guinea

              

Siguiri (85 percent)(3)

   35.72     0.613     21.90     72.18     0.692     49.97     92(4)  

 

 

Mali

              

Morila (40 percent)(3)

   0.57     1.709     0.98     2.67     1.136     3.04     88.8-89.0(4)  

Sadiola (41 percent)(3)

   4.26     2.047     8.71     39.66     1.583     62.76     78-97.0  

Yatela (40 percent)(3)

   0.37     0.635     0.24     0.80     1.752     1.40     84.8  

 

 

Namibia

              

Navachab

   6.31     1.091     6.88     44.18     1.287     56.88     69.5 ; 86.7(9)  

 

 

Tanzania

              

Geita

   -     -     -     56.34     2.618     147.47     46-91(4)  

 

 

Australasia

              

Australia

              

Sunrise Dam

   14.84     1.162     17.24     7.56     3.996     30.20     84.8-86(4)  

Tropicana (70 percent)(3)

   18.03     2.299     41.45     21.42     2.043     43.75     90.3  

 

 

Americas

              

Argentina

              

Cerro Vanguardia (92.5 percent)(3)(7)

   10.56     1.354     14.30     12.85     4.252     54.64     95.0  

 

 

Brazil

              

AGA Mineraçáo(8)

   5.25     6.228     32.68     6.81     4.808     32.74     88-93(4)   

Serra Grande (50 percent)(3)

   1.86     3.355     6.24     1.46     3.724     5.43     93.9  

 

 

United States of America

              

Cripple Creek & Victor

   160.78     0.824     132.48     86.60     0.717     62.06     43-95(4)  

 

 

Total

   313.16     1.661     520.04     1013.56     1.809     1833.51    

 

 

(1)

Ore Reserves include marginally economic and diluting materials delivered for treatment and allow for losses that may occur during mining.

(2)

Probable Ore Reserves include Ore Reserves below infrastructure. See table below.

(3)

Ore Reserves attributable to AngloGold Ashanti’s percentage interest shown.

(4) 

Recovery factor varies according to ore type.

(5) 

The Vaal Reef Ore Reserves includeReserve includes 73.5 thousand tonnes of Uranium oxide by-products; this cannot be accounted for by individual mine as Great Noligwa, Kopanang, Moab Khotsong and Surface sources in Vaal River feed to a combination of plants.

(6)

Tonnes refers to a metric tonne which is equivalent to 1000 kilograms.

(7)

The Ore Reserve contains 1,267 tonnes of silver to be recovered as a by-product.

(8)

The Ore Reserve contains 0.44 million tonnes of sulfur to be recovered as a by-product.

(9)

Open pit and underground mining, respectively.

Rounding may result in computational differences.

The 2012 Proven and Probable Ore Reserve includes Ore Reserve below infrastructure in the case of the following underground mines currently in production:

Mine  Tonnes (millions)  Grade (grams/tonne)  Gold Content (tonnes)

Moab Khotsong

  13.56  9.59  129.99

Mponeng

  23.12  11.87  274.40

Obuasi

  3.23  13.23  42.69

AGA Mineração

  4.15  5.07  21.04

Total

  44.06  10.62  468.12

Rounding may result in computational differences.

 

 
Ore Reserve: Metric  At December 31, 2011 
   Proven Ore Reserve(1)   Probable Ore Reserve(1)(2)   Metallurgical 
   

Tonnes(6)

   

Grade

   Gold   

Tonnes(6)

   

Grade

   Gold   Recovery factor 
           Content           Content     
   (million)   (g/t)   (tonnes)   (million)   (g/t)   (tonnes)   percent 

 

 

South Africa

              

Vaal River(5)

              

Great Noligwa

   3.32     7.85     26.06     1.42     6.27     8.90     95.8  

Kopanang

   1.86     6.75     12.54     11.59     6.42     74.43     96.5   

Moab Khotsong(2)

   1.36     10.40     14.16     19.14     10.63     203.52     96.5   

 

 

West Wits

              

Mponeng(2)

   4.62     9.47     43.73     38.09     10.30     392.47     98.2(4)  

Savuka

   -     -     -     2.36     7.90     18.67     97.4  

TauTona

   0.73     11.85     8.68     5.61     9.08     50.99     97.4  

 

 

Surface

              

Surface sources

   -     -     -     495.42     0.31     154.43     76-88(4)  

 

 

Continental Africa

              

Democratic Republic of the Congo

              

Kibali (45 percent)(3)

   -     -     -     33.44     4.21     140.69     84.5; 91.3 (10)  

 

 

Ghana

              

Iduapriem

   28.59     1.32     37.70     26.85     1.56     41.74     95.0  

Obuasi(2)

   14.13     6.66     94.07     27.10     7.28     197.31     85.0  

 

 

Guinea

              

Siguiri (85 percent)(3)

   35.72     0.61     21.90     72.18     0.69     49.97     92(4)  

 

 

Mali

              

Morila (40 percent)(3)

   0.57     1.71     0.98     2.67     1.14     3.04     88.8-89.0 (4)  

Sadiola (41 percent)(3)

   4.26     2.05     8.71     39.66     1.58     62.76     78-97.0   

Yatela (40 percent)(3)

   0.37     0.64     0.24     0.80     1.75     1.40     84.8   

 

 

Namibia

              

Navachab

   6.31     1.09     6.88     44.18     1.29     56.88     69.5 ; 86.7 (9)  

 

 

Tanzania

              

Geita

   -     -     -     56.34     2.62     147.47     46-91(4)  

 

 

Australasia

              

Australia

              

Sunrise Dam

   14.84     1.16     17.24     7.56     4.00     30.20     84.8-86(4)  

Tropicana (70 percent)(3)

   18.03     2.30     41.45     21.42     2.04     43.75     90.3  

 

 

Americas

              

Argentina

              

Cerro Vanguardia (92.5 percent)(3)(7)

   10.56     1.35     14.30     12.85     4.25     54.64     95.0  

 

 

Brazil

              

AGA Mineraçáo(8)

   5.25     6.23     32.68     6.81     4.81     32.74     88-93(4)  

Serra Grande (50 percent)(3)

   1.86     3.36     6.24     1.46     3.72     5.43     93.9   

 

 

United States of America

              

Cripple Creek & Victor

   160.78     0.82     132.48     86.60     0.72     62.06     43-95(4)  

 

 

Total

   313.16     1.66     520.04     1,013.56     1.81     1,833.51    

 

 

(1)

Ore Reserve includes marginally economic and diluting materials delivered for treatment and allow for losses that may occur during mining.

(2)

Probable Ore Reserve includes Ore Reserve below infrastructure. See table below.

(3)

Ore Reserve attributable to AngloGold Ashanti’s percentage interest shown.

(4)

Recovery factor varies according to ore type.

(5)

The Vaal Reef Ore Reserve includes 57.3 thousand tonnes of Uranium oxide by-products; this cannot be accounted for by individual mine as Great Noligwa, Kopanang and Moab Khotsong feed to a combination of plants.

(6) 

Tonnes refers to a metric tonne which is equivalent to 1000 kilograms.

(7) 

The Ore Reserve contains 1 459 tonnes of silver to be recovered as a by-product.

(8) 

The Ore Reserve contains 0.41 million tonnes of sulfur to be recovered as a by-product.

(9) 

DMS plant and CIP plant, respectively.

(10)

Open pit and underground mining, respectively.

Rounding may result in computational differences.

The 2011 Probable Ore Reserves includeReserve includes Ore ReservesReserve below infrastructure in the case of the following underground mines currently in production:

 

Mine  Tonnes (millions)  Grade (grams/tonne)  Gold Content (tonnes)

Moab Khotsong

  12.62  10.70  134.95

Mponeng

  31.93  11.16  356.30

Obuasi

  2.71  13.08  35.49

AGA Mineração

  2.68  5.43  14.57

Total

  49.95  10.84  541.31

Rounding may result in computational differences.

 

 
Ore Reserves: Metric  At December 31, 2010 
   Proven Ore Reserves(1)   Probable Ore Reserves(1)(2)   Metallurgical 
   Tonnes(6)   Grade   Gold   Tonnes   Grade   Gold   Recovery factor 
   (mill)   (g/t)   Content
(tonnes)
   (mill)   (g/t)   Content
(tonnes)
   percent 

 

 

South Africa

              

Vaal River(5)

              

Great Noligwa

   4.03    7.71    31.06    1.80    7.20    12.95    96.0  

Kopanang

   1.24    7.87    9.76    13.35    6.51    86.84    95.6  

Moab Khotsong(2)

   1.84    10.46    19.26    16.84    12.69    213.71    95.4-95.6(4)  

 

 

West Wits

              

Mponeng(2)

   4.15    8.01    33.27    39.88    10.01    399.19    97.4-98.2(4)  

Savuka

   0.08    5.05    0.42    3.27    6.20    20.29    97.0  

TauTona

   0.68    7.73    5.29    6.36    9.23    58.66    97.2  

 

 

Surface

              

Surface sources

   -     -     -     110.49    0.49    54.10    40-88(4)  

 

 

Continental Africa

              

Democratic Republic of the Congo

              

Kibali (45 percent)(3)

   -     -     -     33.44     4.21     4.52     84.5; 91.3 (10)  

 

 

Ghana

              

Iduapriem

   29.22    1.34    39.09    24.70    1.56    38.49    95.0  

Obuasi(2)

   14.79    6.68    98.76    24.60    7.27    178.79    85.0  

 

 

Guinea

              

Siguiri (85 percent)(3)

   39.05    0.62    24.38    67.44    0.74    49.71    90-95(4)  

 

 

Mali

              

Morila (40 percent)(3)

   2.35    1.68    3.93    2.68    1.14    3.04    89.0  

Sadiola (41 percent)(3)

   2.33    2.95    6.88    35.27    1.83    64.59    76-96(4)  

Yatela (40 percent)(3)

   0.28    0.79    0.22    1.24    1.78    2.20    75-85(4)  

 

 

Namibia

              

Navachab

   14.27    1.02    14.49    29.74    1.45    42.99    69.5 ; 86.5(9)  

 

 

Tanzania

              

Geita

   -     -     -     40.92    3.20    131.06    46-89(4)  

 

 

Australasia

              

Australia

              

Sunrise Dam

   7.20    1.71    12.30    6.69    4.56    30.53    85.5-86(4)  

Tropicana (70 percent)(3)

   16.85    2.26    38.16    16.70    2.11    35.29    90.3  

 

 

Americas

              

Argentina

              

Cerro Vanguardia (92.5 percent)(3)(7)

   9.54    1.22    11.63    8.57    5.32    45.62    95.0  

 

 

Brazil

              

AGA Mineraçáo(8)

   4.94    6.74    33.34    6.08    5.50    33.41    93.0  

Serra Grande (50 percent)(3)

   1.96    3.42    6.72    1.32    4.15    5.47    92.9-94.9(4)  

 

 

United States of America

              

Cripple Creek & Victor

   147.19    0.81    119.37    78.76    0.75    58.76    43-95(4)  

 

 

Total

   302.00    1.68    508.32    570.12    2.99    1,706.39   

 

 

(1)

Ore Reserves include marginally economic and diluting materials delivered for treatment and allow for losses that may occur during mining.

(2)

Probable Ore Reserves include Ore Reserves below infrastructure. See table below.

(3)

Ore Reserves attributable to AngloGold Ashanti’s percentage interest shown.

(4)

Recovery factor varies according to ore type.

(5)

The Vaal Reef Ore Reserves include 21.6 thousand tonnes of Uranium oxide by-products; this cannot be accounted for by individual mine as Great Noligwa, Kopanang and Moab Khotsong feed to a combination of plants.

(6)

Tonnes refers to a metric tonne which is equivalent to 1000 kilograms.

(7)

The Ore Reserve contains 1 078 tonnes of silver to be recovered as a by-product.

(8)

The Ore Reserve contains 0.44 million tonnes of sulfur to be recovered as a by-product.

(9)

DMS plant and CIP plant, respectively.

(10)

Open pit and underground mining, respectively.

Rounding may result in computational differences.

The 2010 Probable Ore Reserves include Ore Reserves below infrastructure in the case of the following underground mines currently in production:

Mine  Tonnes (millions)  Grade (grams/tonne)  Gold Content (tonnes)

Moab Khotsong

  10.40  12.54  130.46

Mponeng

  30.90  10.65  329.13

Obuasi

  2.71  13.08  35.49

AGA Mineração

  3.21  5.91  19.01

Total

  47.22  10.89  514.09

Rounding may result in computational differences.

Stockpiles: Imperial

Stockpiles are previously mined ore scheduled for future process plant feed. The Proven and Probable Ore Reserves includeReserve includes the following stockpile material:

 

 

 
Stockpiles  At December 31, 2011   At December 31, 2012 

 
  Tons (million)   Grade (ounces/ton)   Gold content 

 
  (million ounces)   Tons (million)   Grade (ounces/ton)   Gold content
(million ounces)
 

 

 

South Africa

            

Surface sources(2)

   546.11     0.009     4.96      879.66     0.008     7.17   

 

 

Continental Africa

            

Ghana

            

Iduapriem

   6.28     0.027     0.17      7.33     0.024     0.18   

Obuasi

   0.12     0.130     0.02   

 

 

Guinea

            

Siguiri (85 percent)(1)(3)

   66.59     0.016     1.09      67.63     0.017     1.12   

 

 

Mali

            

Morila (40 percent)(1)

   3.58     0.036     0.13      1.70     0.033     0.06   

Sadiola (41 percent)(1)

   4.69     0.060     0.28      4.00     0.059     0.24   

Yatela (40 percent)(1)

   0.41     0.019     0.01      0.06     0.041     0.00   

 

 

Namibia

            

Navachab

   4.47     0.031     0.14      12.48     0.020     0.25   

 

 

Tanzania

            

Geita

   12.16     0.036     0.43      12.26     0.036     0.44   

 

 

Australasia

            

Australia

            

Sunrise Dam

   15.92     0.033     0.53      16.51     0.033     0.54   

Tropicana (70 percent)(1)

   0.32     0.051     0.02   

 

 

Americas

            

Argentina

            

Cerro Vanguardia (92.5 percent)(1)

   14.23     0.019     0.27      12.83     0.018     0.23   

 

 

Brazil

            

Serra Grande (50 percent)(1)

   0.03     0.055     0.00   

Serra Grande

   0.09     0.055     0.00   

 

 

 

(1)

Ore ReservesReserve attributable to AngloGold Ashanti’s percentage interest shown.

(2)

Centralized operations treating material on surface that was previously generated by several underground operations.

(3)

Spent heap included in Ore Reserve.

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

Stockpiles: Imperial

Stockpiles are previously mined ore scheduled for future process plant feed. The Proven and Probable Ore Reserves includeReserve includes the following stockpile material:

 

 

 
Stockpiles  At December 31, 2010   At December 31, 2011 

 

 
  Tons (million)   Grade (ounces/ton)   Gold content
(million ounces)
   Tons (million)   Grade (ounces/ton)   Gold content
(million ounces)
 

 

 

South Africa

            

Surface sources(2)

   121.79    0.014    1.74     546.11     0.009     4.96   

 

 

Continental Africa

            

Ghana

            

Iduapriem

   4.29    0.030    0.13     6.28     0.027     0.17   

 

 

Guinea

            

Siguiri (85 percent)(1)(3)

   67.22    0.016    1.08     66.59     0.016     1.09   

 

 

Mali

            

Morila (40 percent)(1)

   5.53    0.040    0.22     3.58     0.036     0.13   

Sadiola (41 percent)(1)

   2.57    0.086    0.22     4.69     0.060     0.28   

Yatela (40 percent)(1)

   0.26    0.019    0.00     0.41     0.019     0.01   

 

 

Namibia

            

Navachab

   9.05    0.022    0.20     4.47     0.031     0.14   

 

 

Tanzania

            

Geita

   7.57    0.032    0.24     12.16     0.036     0.43   

 

 

Australasia

            

Australia

            

Sunrise Dam

   7.26    0.049    0.35     15.92     0.033     0.53   

 

 

Americas

            

Argentina

            

Cerro Vanguardia (92.5 percent)(1)

   12.35    0.020    0.25     14.23     0.019     0.27   

 

 

Brazil

            

Serra Grande (50 percent)(1)

   0.03    0.083    0.00     0.03     0.055     0.00   

 

 

 

(1)

Ore ReservesReserve attributable to AngloGold Ashanti’s percentage interest shown.

(2)

Centralized operations treating material on surface that was previously generated by several underground operations.

(3)

Spent heap included in Ore Reserve.

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

Stockpiles: Metric

Stockpiles are previously mined ore scheduled for future process plant feed. The Proven and Probable Ore Reserves includeReserve includes the following stockpile material:

 

 

 
Stockpiles  At December 31, 2011   At December 31, 2012 

 

 
  Tonnes (million)   Grade (grams/tonne)   Gold content
(tonnes)
   Tonnes (million)   Grade (grams/tonne)   Gold content
(tonnes)
 

 

 

South Africa

            

Surface sources(2)

   495.42     0.312     154.43      798.01     0.28     222.93   

 

 

Continental Africa

            

Ghana

            

Iduapriem

   5.70     0.935     5.32      6.65     0.83     5.53   

Obuasi

   0.11     4.28     0.49   

 

 

Guinea

            

Siguiri (85 percent)(1)(3)

   60.41     0.562     33.94      61.35     0.57     34.98   

 

 

Mali

            

Morila (40 percent)(1)

   3.25     1.237     4.02      1.54     1.14     1.75   

Sadiola (41 percent)(1)

   4.26     2.047     8.71      3.63     2.04     7.40   

Yatela (40 percent)(1)

   0.37     0.635     0.24      0.05     1.36     0.07   

 

 

Namibia

            

Navachab

   4.06     1.063     4.31      11.32     0.70     7.89   

 

 

Tanzania

            

Geita

   10.50     1.248     13.10      11.12     1.23     13.67   

 

 

Australasia

            

Australia

            

Sunrise Dam

   14.44     1.137     16.43      14.98     1.12     16.74   

Topicana (70 percent)(1)

   0.29     1.76     0.51   

 

 

Americas

            

Argentina

            

Cerro Vanguardia (92.5 percent)(1)

   12.91     0.642     8.28      11.64     0.62     7.22   

 

 

Brazil

            

Serra Grande (50 percent)(1)

   0.03     1.890     0.05   

Serra Grande

   0.08     1.96     0.15   

 

 

 

(1)

Ore ReservesReserve attributable to AngloGold Ashanti’s percentage interest shown.

(2)

Centralized operations treating material on surface that was previously generated by several underground operations.

(3)

Spent heap included in Ore Reserve.

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

Stockpiles: Metric

Stockpiles are previously mined ore scheduled for future process plant feed. The Proven and Probable Ore Reserves includeReserve includes the following stockpile material:

 

 

 
Stockpiles  At December 31, 2010   At December 31, 2011 

 

 
  Tonnes (million)   Grade (grams/tonne)   Gold content
(tonnes)
   Tonnes (million)   Grade (grams/tonne)   Gold content
(tonnes)
 

 

 

South Africa

            

Surface sources(2)

   110.49    0.49    54.10     495.42     0.31     154.43   

 

 

Continental Africa

            

Ghana

            

Iduapriem

   3.89    1.05    4.06     5.70     0.94     5.32   

 

 

Guinea

            

Siguiri (85 percent)(1)(3)

   60.98    0.55    33.62     60.41     0.56     33.94   

 

 

Mali

            

Morila (40 percent)(1)

   5.02    1.39    6.97     3.25     1.24     4.02   

Sadiola (41 percent)(1)

   2.33    2.95    6.88     4.26     2.05     8.71   

Yatela (40 percent)(1)

   0.23    0.66    0.15     0.37     0.64     0.24   

 

 

Namibia

            

Navachab

   8.21    0.77    6.31     4.06     1.06     4.31   

 

 

Tanzania

            

Geita

   6.87    1.09    7.51     10.50     1.25     13.10   

 

 

Australasia

            

Australia

            

Sunrise Dam

   6.58    1.67    11.02     14.44     1.14     16.43   

 

 

Americas

            

Argentina

            

Cerro Vanguardia (92.5 percent)(1)

   11.20    0.70    7.83     12.91     0.64     8.28   

 

 

Brazil

            

Serra Grande (50 percent)(1)

   0.03    2.83    0.08     0.03     1.89     0.05   

 

 

 

(1)

Ore ReservesReserve attributable to AngloGold Ashanti’s percentage interest shown.

(2)

Centralized operations treating material on surface that was previously generated by several underground operations.

(3)

Spent heap included in Ore Reserve.

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

Drill hole spacing: Imperial

In determining the Proven and Probable Ore Reserves,Reserve, AngloGold Ashanti applied the following drill hole spacings:

 

   Drill Hole Spacings
   Proven Ore ReservesReserve Probable Ore ReservesReserve

South Africa

   

Underground sources

 

Ore body opened up, developed and sampled on a 7 to 10 foot spacing on raise lines and on a 16 x 16 grid thereafter

 

 From a 131 x 131 foot spacing up to 3281 x 3281 foot spacing

Surface sources

 

Variable sampling strategies: Belt samplers, cross stream residue samplers and bulk sampling campaigns

 

 Variable sampling strategies: Belt samplers, cross stream residue samplers

Continental Africa

   

Democratic Republic of the Congo

Kibali

33 x 16 feet

131 x 131 feet

Ghana

   

Iduapriem

 

33 x 49 feet, 164 x 164 feet

164 x 246 feet, 328 x 164 feet

 

164 x 246 feet, 246164 x 328 feet,

328 x 246 feet

Obuasi - Surface

 

33 x 33 feet, 66 x 66 feet, 131 x 66 feet

 

98 x 98 feet,

Obuasi - Underground

66 164 x 66164 feet,

197 x 197 feet

Guinea

   

Siguiri

 

16 x 33 feet, 16 x 39 feet, 33 x 33 feet

 

66 x 131 feet, 82 x 82 feet, 164 x 82 feet

Mali

   

Morila

33 x 33 feet

98 x 98 feet

Sadiola

 

6616 x 6633 feet, 82 x 82 feet

82 x 164 feet

Yatela

 

33 x 33 feet, 82 x 82 feet, 164 x 82 feet

Yatela

 

33 x 16 feet, 82 x 82 feet

82 x 82 feet, 115 x 148 feet

Namibia

   

Navachab

 

16 x 33 feet, 33 x 33 feet

 

82 x 16482 feet

Tanzania

   

Geita

 

16 x 33 feet, 3316 x 3316 feet

 

66 x 66 feet, 131 x 131 feet,

164 x 164 feet

Australasia

   

Australia

   

Sunrise Dam

 

33 x 33 feet, 82 x 82 feet

 

66 x 66 feet, 131 x 131 feet

Tropicana

33 x 39 feet, 82 x 82 feet

164 x 164 feet

Americas

   

Argentina

   

Cerro Vanguardia

 

10 x 49 feet, 41 x 4116 feet

 

131 x 131 feet

Brazil

   

AGA Mineraçáo

 

49 x 49 feet, 66 x 6633 feet, 82 x 82 feet. Drilling pattern of 66feet,

98 x 98 feet, 98 x 197 feet for the Cuiabá Expansion Project.

 

6698 x 6682 feet, 164 x 98 feet, 164 x 164 feet.feet, 98 x 197 feet, 410 x 82 feet, 98 x 98 feet, 197 x 197 feet

Serra Grande

 

 

33 x 33 feet, 3366 x 6633 feet

 

 

33 x 66 feet, 66 x 164 feet, 328 x 82 feet

 

United States of America

   

Cripple Creek & Victor

 

<98 x 98 feet

 

>98148 x 98148 feet

Drill hole spacing: Metric

In determining the Proven and Probable Ore Reserves,Reserve, AngloGold Ashanti applied the following table of drill hole spacings:spacing:

 

   Drill Hole SpacingsSpacing
   Proven Ore ReservesReserve Probable Ore ReservesReserve

South Africa

   

Underground sources

 

Ore body opened up, developed and sampled on a 2 to 3 meter spacing on raise lines and on a 5 x 5 grid thereafter

 

 From a 40 x 40 meter spacing up to 1000 x 1000 meter spacing

Surface sources

 

Variable sampling strategies: Belt samplers, cross stream residue samplers and bulk sampling campaigns

 

 Variable sampling strategies: Belt samplers, cross stream residue samplers

Continental Africa

   

Democratic Republic of the Congo

Kibali

10 x 5 meter40 x 40 meter

Ghana

   

Iduapriem

 

10 x 15 meter, 50 x 50 meter,

50 x 75 meter, 100 x 50 meter

 

50 x 75 meter, 7550 x 100 meter,

100 x 75 meter

Obuasi – Surface

 

10 x 10 meter, 20 x 20 meter,

40 x 20 meter

 

30 x 30 meter,

Obuasi - Underground

20 50 x 2050 meter,

60 x 60 meter

Guinea

   

Siguiri

 

5 x 10 meter, 5 x 12 meter,

10 x 10 meter

 

20 x 40 meter, 25 x 25 meter,

50 x 25 meter

Mali

   

Morila

10 x 10 meter

30 x 30 meter

Sadiola

 

205 x 2010 meter, 25 x 25 meter

 

25 x 50 meter

Yatela

10 x 10 meter, 25 x 25 meter, 50 x 25 meter

Yatela

 

10 x 5 meter, 25 x 25 meter

25 x 25 meter, 35 x 45 meter

Namibia

   

Navachab

 

5 x 10 meter, 10 x 10 meter

 

25 x 25 meter

Tanzania

   

Geita

 

5 x 10 meter, 105 x 105 meter

 

20 x 20 meter, 40 x 40 meter,

50 x 50 meter

Australasia

   

Australia

   

Sunrise Dam

 

10 x 10 meter, 25 x 25 meter

 20 x 20 meter, 40 x 40 meter

Tropicana

10 x 12 meter, 25 x 25 meter50 x 50 meter

Americas

   

Argentina

   

Cerro Vanguardia

 

3 x 15 meter, 12.5 x 12.55 meter

 

40 x 40 meter

Brazil

   

AGA Mineraçáo

 

15 x 15 meter, 20 x 2010 meter,

25 x 25 meter. Drilling pattern of 20meter, 30 x 30 meter,

30 x 60 meter for the Cuiabá Expansion Project.

 

 

2030 x 2025 meter, 50 x 30 meter, 50 x 50 meter.meter,

30 x 60 meter, 125 x 25 meter, 30 x 30 meter, 60 x 60 meter

Serra Grande

 

 

10 x 10 meter, 1020 x 2010 meter

 

 

10 x 20 meter, 20 x 50 meter, 100 x 25 meter

 

United States of America

   

Cripple Creek & Victor

 

<30 x 30 meter

 

>3045 x 3045 meter

ITEM 4A:  UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5:  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of AngloGold Ashanti Limited under US GAAP for the three years ended and as at December 31, 2012, 2011 2010 and 2009.2010.

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

The principal accountant of AngloGold Ashanti has made reference to the work of other auditors in its report on the consolidated financial statements of AngloGold Ashanti Limited for the yearyears ended December 31, 2010 and 2012 and therefore in compliance with Regulation S-X Rule 2-05 the separate reportreports of the other auditor isauditors are included in Item 18.

Overview

AngloGold Ashanti is a global gold mining company headquartered in Johannesburg, South Africa. AngloGold Ashanti’s main product is gold. As part of extracting gold the Company also produces silver, uranium oxide and sulfuric acid as by-products. The Company sells its products on world markets.

AngloGold Ashanti conducts gold-mining operations in the following regions, which represent its business segments:

 

South Africa (comprising the Vaal River and West Wits operations)

Continental Africa (comprising Ghana, Guinea, Mali, Namibia, the DRC and Tanzania operations)

Australasia (comprising Australia)

Americas (comprising Argentina, Brazil and United States of America)

In particular, AngloGold Ashanti has 2021 operations in the four regions comprising open-pit and underground mines and surface metallurgical plants, which are supported by extensive, yet focused, exploration activities. For more information on the Company’s business and operations, see “Item 4B.: Business Overview – Products, operations and geographical locations”.

As at December 31, 20112012 the Company had on an attributable basis, Proven and Probable Ore Reserves of approximately 75.674.1 million ounces (including joint ventures). For the year ended December 31, 2011,2012, AngloGold Ashanti had an attributable gold production of approximately 4.33.9 million ounces (including joint ventures).

AngloGold Ashanti’s costs and expenses consist primarily of production costs, royalties, exploration, general and administration costs and depreciation, depletion and amortization. Production costs include labor, mining contracts, fuel, lubricants, power, consumable stores (which include explosives, timber and other consumables), utilities and costs of environmental rehabilitation. The Company’s mining operations consist of deep-level underground mining methods as well as open-pit operations, both of which are labor intensive, therefore labor is a significant component of production costs.

Outlook

Gold production for 20122013 is forecast to be between 4.34.1 million and 4.4 million ounces. Capital expenditure is expected to be approximately $2.2 billion to $2.3$2.10 billion in 2012 (2011: $1,527 million), of which 27 percent relates to South Africa, 40 percent to Continental Africa, 16 percent to the Americas, 14 percent to Australasia and 3 percent to other.2013 (2012: $2.15 billion).

AngloGold Ashanti’s results of operations, financial condition and prospects, as well as the company'scompany’s ability to meet its targets, may be adversely affected by a number of factors, risks and uncertainties, some of which are beyond the company'scompany’s control, including gold prices, exchange rate fluctuations, inflation, as well as political, mining and other risks. In particular, our production outlook is subject to, among other things, labor disruptions, unplanned stoppages and safety relatedsafety-related interventions, the stability and availability of power as well as other operational risks generally.risks. Certain of these risks, uncertainties and other factors are described in “Item 3D.: Risk factors”. See also “Note regarding forward-looking statements”.

5A.

OPERATING RESULTS

INTRODUCTION

In 2011,Economic uncertainty that characterized the gold market continued to be profoundly influenced by ongoing economic turmoil, particularly inmajor economies of the United States of Americaand Europe during 2011 continued into 2012. The gold price did not necessarily reflect such heightened uncertainty. Gold traded in a band between $1,565 per ounce and $1,785 per ounce, averaging $1,651 per ounce for the first halfthree quarters of 2012.

In September 2012, the year and latterly by the Eurozone crisis triggered by the deteriorationFederal Reserve announced a further round of the sovereign debt markets. This trend persisted until the fourth quarter, duringquantitative easing (QE 3) which the situationcorresponded with an increase in Europe deteriorated, the euro started slipping against the US Dollar in the face of the inability of the European countries to resolve the funding crisis and the gold price failed to react favorably to these conditions. Despite this trend inabove $1,700 per ounce for a short period of time before the fourth quarter of 2011, the year-end spot gold price gained 11retreated once more below $1,700 per ounce level and it closed the year at $1,674 per ounce. The spot price averaged $1,668 per ounce for 2012, which is a 6 percent in 2011 compared to 2010 and averagedincrease on the average price of $1,572 per ounce in 2011, which is 28 percent higher than the average spot price of $1,227 per ounce in 2010. However, prospects for the gold market continued to deteriorate in the first quarter of 2012 as uncertainty about sovereign debt and inflation eased, European economic prospects improved, investor interest2011.

Physical demand for gold slowedin 2012 was similarly disappointing with both major regions, India and physicalChina, reporting lower offtake year on year. India’s demand in India decreased.was impacted due to a jewellers’ strike and increased import duties, while China’s slowing economy saw jewellery demand fall 4.5 tonnes year on year.

As AngloGold Ashanti had eliminated its hedge book in 2010, it had full exposure to the higher spot gold prices in 2011 and 2012 as reflected in the increased net income for 2011 when comparedover the period 2010 to 2010,2012, notwithstanding lower production levels, stronger exchange ratesrate variances and increased costs.

Key factors affecting results

Gold prices

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

The current demand for and supply of gold may affect gold prices, but not necessarily in the same manner as current supply and demand affects the prices of other commodities. The supply of gold consists of a combination of new production and fabricated gold held by governments, public and private financial institutions, industrial organizations and private individuals. As the global gold production in any single year constitutes a small portion of the total potential supply of gold, short term variations in current production do not necessarily have a significant impact on the supply of gold or on its price. The shift in gold demand from physical demand to investment and speculative demand may exacerbate the volatility of gold prices.

Yearly average spot gold prices have increased during the three years under review as follows:

 

2009 - $974 per ounce

2010 - $1,227 per ounce

2011 - $1,572 per ounce

2012 - $1,668 per ounce

AngloGold Ashanti’s net income for 2009 and 2010 was adversely impacted by its hedge book, which was eliminated in 2010. Thethe same year. Since the elimination of the hedge book, the Company had no hedge contracts in 2011 and was thereforehas been fully exposed to spot gold prices, which resulted in higher net income from gold sales.

In the first quarter of 2013, the gold price came under some pressure and it reached lows of $1,626 per ounce on January 14, 2013 due to muted jewellery demand from India and lower than anticipated investment demand. During the period from Friday, April 12, 2013 through Monday, April 15, 2013 the price of gold dropped $228 per ounce. On April 19, 2013, the afternoon fixing price for 2011.gold on the London Bullion Market was $1,404 per ounce. If revenue from gold sales falls for a substantialan extended period below the Company’s cost of production at its operations, AngloGold Ashanti could determine that it is not economically feasible to continue commercial production at any or all of its operations or to continue the development of some or all of its operations. Declining gold prices may also force a reassessment of the feasibility of a particular exploration or development project or projects, and could lead to the curtailment or suspension of such projects.

A sustained decrease in gold prices may force the Company to change its dividend payment policies, reduce expenditures and undertake measures to address its cost base. In addition, the first quarteruse of 2012,lower gold prices in reserve calculations and life-of-mine plans could result in material write-downs of the gold price came under some pressureCompany’s investment in mining properties and it reached lows of $1,562 per ounce on January 3, 2012 due to muted jewellery demand from Indiaincrease amortization, reclamation and lower than anticipated investment demand. On April 16, 2012, the afternoon fixing price for gold on the London Bullion Market was $1,653 per ounce.closure charges.

Production levels

In addition to gold prices, AngloGold Ashanti’s revenue in any year is also influenced by its level of gold production. Production levels are in turn influenced by grades, tonnages mined and processed through the plant, and metallurgical recoveries. Attributable gold production (including joint ventures) declined from 4.64.5 million ounces in 20092010 to 4.33.9 million ounces in 2011.2012. The decline in production levels is due to a variety of factors, as follows:

 

South Africa: Sale of Tau Lekoa mine32 percent decline in 2010production primarily due to the unprotected strike action during September 2012 and October 2012 and increased levels of safety related stoppages at the mines resulting in lower tonnages being mined and processed.

Continental Africa: Production2 percent increase in production, with production levels have remained relatively flat over this period with declinesdeclining in Ghana, Guinea, Namibia and Mali primarily due to lower recovered grades, compensated for by higher production from Tanzania on the backprimarily as a result of improved grades and productivity improvements.

Australasia: 3835 percent decline in production primarily due to unprecedented rainfalls, pitwall and access ramp failure at Sunrise Dam, together with forecast decline in grades at the mine.

Americas: 613 percent increase in production from Americas came from Brazil on the back ofprimarily due to grade and productivity improvements. This increase partially offset the decline from the other regions.

Grades from gold ore bodies tend to decline as they mature over time. With a view to reversing the grade decline, the Company embarked on the following initiatives:

 

Short-term: Continued implementation of Project ONE (roll out started in 2009) and aims to put in place optimum resources, business processes to restore stability, initially by minimisingminimizing variations, and once stable, to further enhance productivity.

Medium-term: Active exploration programmes to replenish depletion in existing ore bodies by mine life extensions and new mines.

Long-term: Technology project in South Africa with a view to accessing the ore body at greater depth and further distance from existing infrastructure.

Concurrently, AngloGold Ashanti also embarked on ways of increasing the tonnage mined and processed, and processing improvements to enhance metallurgical recoveries.

Foreign exchange fluctuations

Production costs in all business segments are largely incurred in local currency where the relevant operation is located. US dollar denominated production costs and net income tend to be adversely impacted by local currency strength and favorably impacted by local currency weakness, assuming there are no other offsetting factors. AngloGold Ashanti’s financial results can be influenced significantly by the fluctuations in the South African Rand, Brazilian Real, Australian Dollar, and, to a lesser extent, the Argentinean Peso, Ghanaian Cedi and other local currencies. As set out below, during the yearsyear ended December 31, 2011, 2010 and 2009,2012, the US Dollar weakeneddollar strengthened and the South African Rand and Brazilian Real and Australian Dollar strengthened,weakened, which had an unfavorablea favorable impact on AngloGold Ashanti’s US Dollar denominated production costs.

 

Average annual exchange rates to the US dollar

  

2011

 

   

2010

 

   

2009

 

   

2012

 

   

2011

 

   

2010

 

 

South African Rand

   7.26    7.30    8.39    8.20    7.26    7.30 

Brazilian Real

   1.68    1.76    2.00    1.95    1.68    1.76 

Australian Dollar

   0.97    1.09    1.26    0.97    0.97    1.09 

In 2011,2012, the Company derived 6158 percent (58(55 percent including joint ventures) of its revenues from South Africa, Brazil, Australia and Argentina, and incurred 6159 percent (57(55 percent including joint ventures) of its production costs in these local currencies. A one percent strengthening of these local currencies against the US dollar will result in an increase ofin total cash costs, under IFRS, incurred of nearly $5about $6 per ounce.

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

Production costs and effects of inflation

Production costs include the cost of labor, mining contracts, fuel, lubricants, power, consumable stores (which include explosives, timber and other consumables), utilities and environmental rehabilitation costs. The mining industry continues to experience price inflation for costs of inputs used in the production of gold, which leads to higher production costs reported by many gold producers.

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

AngloGold Ashanti employs over 60,000 people globally, most of whom are members of trade unions, particularly in South Africa, Continental Africa and the Americas. Labor and mining contracts accountaccounts for a significant component of production costs and are impacted by annual wage increases. During the period under review, given the rally in the gold price, trade unions have been successful in negotiating and securing higher than inflationary wage increases. During the years ended December 31, 2009, 2010, 2011 and 2011,2012, management used Project ONE benefits arising from productivity improvements to claw backoffset some of the increases through productivity improvements.increases.

Energy costs, comprising power, fuel and lubricants, are another material component of production costs. Due to the remote location of some of its mines in Continental Africa, AngloGold Ashanti uses fuel to generate power and uses fuel and lubricants at its mines to run its fleet and processing plants. The price of oil has recently been volatile, fluctuating between $94.20$88.40 and $122.60$130.57 per barrel of Brent crude in 2011.2012. AngloGold Ashanti estimates that for each $1 per barrel rise in the oil price, other factors remaining equal, the average cash costs under IFRS of all its operations increases by about $0.70$0.87 per ounce with the cash costs of certain of the company’s mines, particularly Geita, Cripple Creek & Victor, Siguiri and Sadiola, which are more dependent on fuel, being more sensitive to changes in the price of oil. However, the impact under US GAAP could be different. Energy costs, even in business segments which are supported by grid power, like South Africa, have increased considerably over the three year period, with price increases from Eskom (South Africa’s power utility) of approximately 26 percent per annum, far higher than average inflation. These increases have adversely impacted production costs.

AngloGold Ashanti has no influence over the cost of most consumables, many of which are linked to some degree to the price of oil and steel and in a number of cases have exceeded inflation. Furthermore, there has also been volatility recently in the price of steel, used in the manufacture of most forms of fixed and mobile mining equipment, which is a relatively large contributor to the operating costs and capital expenditure of a mine. All of these cost pressures have adversely impacted net income during the period.

Discounted closure liabilities (excluding joint ventures) increased from $530 million in 2010 to $653 million in 2011.2011 to $758 million in 2012. This change is largely attributable to aan overall average change in mine plans resulting in accelerated cash flows, change in economic assumptions, and discount rates changeand changes in design of tailings storage facilities and change in methodology following requests from the Ghana Environmental Protection Agency.facilities.

Exploration costs

Growing the business is one of AngloGold Ashanti’s key strategies. Accordingly, theThe Company has incurred increasing amounts of exploration expenditure during the years ended December 31, 2009, 2010, 2011 and 20112012 in order to replenish depleting gold reserves and bring new ore bodies into pre-feasibility or feasibility. The exploration costs incurred over the last three fiscal years amounted to $150 million in 2009, $206 million in 2010, and $279 million in 2011 and $388 million in 2012 and have adversely impacted net income.

General and administrative costs

In order to meet AngloGold Ashanti’s strategic objectives, management has incurred increasing levels of costs to build talent, capacity and expertise globally and in particular to support its Project ONE initiatives. The increase in general and administrative costs over the 20092010 - 20112012 period had an adverse impact on net income. The general and administrative costs incurred over such period amounted to $158 million in 2009, $228 million in 2010, and $287 million in 2011.2011 and $299 million in 2012.

Royalties

Royalties, which are generally calculated as a percentage of revenue, more than doubledincreased from the $84$142 million incurred in 20092010 to $193$164 million incurred in 2011,2012, primarily due to:

the introduction of royalties in South Africa effective March 1, 2010; and

to the higher spot gold prices resulting in increased royalties.

Royalties are likely to continue to increase in the coming years as in a number of jurisdictions host governments increasingly seek to obtain a higher share of revenue by increasing the royalty rates for gold mines.

Depreciation, depletion and amortization

Depreciation, depletion and amortization increased during the 2009—20112010—2012 period largely due to higher capital expenditure, reassessment of useful lives of assets and revisions in life of mine plans. Due to the higher capital investment expenditure required to complete new projects, depreciation, depletion and amortization is likely to continue to increase in the coming years.

Impairments

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

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

If any of these uncertainties occur either alone or in combination, itmanagement could require managementbe required to recognize impairments. In 2011,The impairment charges AngloGold Ashanti incurred an impairment charge ofon long-lived assets amounted to $91 million in 2010, $17 million on long-lived assets. In 2010, AngloGold Ashanti incurred an impairment charge of $91in 2011 and $367 million on long-lived assets.in 2012. See “Note 5 – Costs and Expenses” to the consolidated financial statements for a detailed description of impairments.

When reviewing goodwill and other long-lived assets for impairment, AngloGold Ashanti’s assumption on gold price represents its best estimate of the future price of gold. In arriving at the estimated long-term gold price, AngloGold Ashanti considers all available market information including current prices, historical averages, and forward pricing information and data. The long term gold price of $1,584 per ounce in 2012 and $1,530 per ounce in 2011, were based on a range of economic and market conditions, which were expected to exist over the remaining useful life of the assets.

AngloGold Ashanti considers the long term fundamentals that provide support to the gold price assumption. These include, amongst other things, gold as a long term store of value, hedge against inflation, safe haven status, strong physical demand from emerging markets, central bank purchases, quantitative easing and devaluation of paper currency, falling global mine production and rising costs of producing gold, all of which represent significant and enduring trends supportive of AngloGold Ashanti’s gold price assumption.

The actual gold price averaged $1,668 per ounce in 2012 and $1,572 per ounce in 2011. The gold price in 2013 has been subject to volatile short term swings and has averaged $1,632 per ounce in the first quarter of 2013 and closed at $1,404 per ounce on April 19, 2013.

AngloGold Ashanti will continue to monitor the underlying long term factors driving the gold price and will review its gold price assumption, should it consider it appropriate to do so. Should the gold price assumption used in 2012 be revised significantly downward for any reason (by more than 10 percent), goodwill related to Mine Waste Solutions and long-lived assets related to Great Noligwa are most vulnerable to impairment.

Furthermore, should the gold price fall and remain at such lower levels, management will consider, in addition to other mitigating factors, reviewing and amending the life of mine plans to reduce expenditures, optimize costs and increase cash flows in respect of its mining assets.

Taxation

Taxation expense increased significantly over the period from a benefitan expense of $33$255 million in 20092010 to an expense of $705$340 million in 2011.2012. The sharp increase in the tax charge is as a result of utilization of tax losses and higher spot prices resulting in higher pre-tax net income.

Similar to royalties, taxationTaxation expense is likely to continue to increase in the coming years, as host governments in a number of jurisdictions host governments increasingly seek to obtain a higher share of revenue by increasing rates forof existing taxes and introducing new taxes on gold mines.

Acquisitions and dispositions

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

Acquisitions and dispositions are described in note 3 to the consolidated financial statements, “Acquisitions and disposals of businesses and assets”. See also note 29 to the consolidated financial statements, “Subsequent events”. The consolidated financial statements reflect the operations and financial condition of AngloGold Ashanti, assuming that acquisitions and disposals took place on the effective date of these transactions.

South African economic and other factors

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

Comparison of operating performance in 2012, 2011 2010 and 20092010

The following table presents operating data for the AngloGold Ashanti group for the three year period ended December 31, 2011:2012:

 

Operating data for AngloGold Ashanti    Year ended December 31       Year ended December 31   
    2011     2010     2009     2012     2011     2010 

Total attributable gold production (thousand ounces)

     4,331      4,515      4,599      3,944      4,331      4,515 

Total cash costs ($/oz)(1)

     733      627      534      884      733      627 

Total production costs ($/oz)(1)

     948      812      683      1,103      948      812 

Production costs (million US dollars) - per financial statements

     2,977      2,656      2,229      3,183      2,977      2,656 

Capital expenditure (million US dollars)(2)

     1,527      1,015      1,027      2,154      1,527      1,015 

- Consolidated entities

     1,439      973      1,019      1,851      1,439      973 

- Equity accounted joint ventures

     88      42      8      303      88      42 
                        
                              

 

(1)

Total cash costs and total production costs are non-GAAP measures. For further information on these non-GAAP measures, see “Item 5A.: Operating results – Total cash costs and total production costs”.

(2)

Including capital expenditure of Boddington in 2009.

Attributable gold production

Production in 2012

For the year ended December 31, 2012, AngloGold Ashanti’s total attributable gold production from continuing operations at 3.94 million ounces was 390,000 ounces, or 9 percent, lower as compared to the 2011 production of 4.33 million ounces.

InSouth Africa, gold production decreased by 25 percent, or 411,000 ounces, in 2012 as compared to 2011. The lower output was mainly due to the unprotected strike action from September 20, 2012 to October 25, 2012 and the slow start-up thereafter and safety and associated stoppages during the year.

Production decreased by 3 percent, or 48,000 ounces, in 2012 inContinental Africa mainly due to a lower recovered grades at Obuasi, Iduapriem, Sadiola and Morila. The decrease was partially offset by higher production at Geita where gold production increased by 37,000 ounces.

Production increased by 5 percent, or 12,000 ounces, in 2012 inAustralia as operations at Sunrise Dam recovered from flood related disruption the previous year.

In theAmericas region, production increased by 7 percent, or 61,000 ounces, to 952,000 ounces. In Brazil the increase was mainly due the 100 percent ownership, effective July 1, 2012, of Serra Grande and the ramping up of production from the Córrego do Sítio sulfide project commissioned in July 2011. In Argentina at Cerro Vanguardia, the increase of production was mainly due to the higher yield in line with the production plan. The increase was partially offset by lower production at Cripple Creek & Victor in North America due to lower recovered grades.

Production in 2011

For the year ended December 31, 2011, AngloGold Ashanti’s total attributable gold production from continuing operations at 4.33 million ounces was 184,000 ounces, or 4 percent, lower when compared to 2010 production of 4.52 million ounces.

InSouth Africa, gold production decreased by 9 percent or 161,000160,000 ounces in 2011 of which 63,000 ounces relate to the sale of Tau Lekoa effective August 1, 2010. The balance of the production decrease occurred across most of the South African mines. The lower output was mainly due to industrial strike actions and an increased number of government imposed safety related stoppages. At TauTona, a decision was taken early in 2011, following a significant seismic event, to cease mining of the Ventersdorp Contact Reef (VCR) shaft pillar and remove it from the immediate mine plan in the interests of safety. This decision contributed to the decline in output. Great Noligwa experienced lower production due to a combination of ore pass blockages and the closure of two haulages.

Production increased by 5 percent or 78,00079,000 ounces in 2011 inContinental Africa mainly due to a significant increase in production at Geita in Tanzania, where gold produced increased from 357,000 ounces in the year ended December 31, 2010 to 494,000 ounces in 2011. The increase in production was due to the mining of higher grade material in 2011. This increase was partially offset by lower production at Yatela, Siguiri and Navachab due to lower recovered grades.

Production decreased by 38 percent or 150,000 ounces in 2011 inAustralia mainly due to the impact of unprecedented heavy rainfall and the ramp failure in the first quarter of 2011 at Sunrise Dam in Australia, which severely affected all aspects of the operation during the rest of the year.

In theAmericas region, production increased by 6 percent or 49,000 ounces to 891,000 ounces. The increase was mainly due to better ounce recovery from the heap leach pad at Cripple Creek & Victor in North America, which benefited from better pad pH chemistry and the strategy of stacking higher grade ore closer to the pad liner. In Brazil, at AngloGold Ashanti Córrego do Sítio Mineração, higher tonnage and grades contributed to increased production. These increases were partially offset by lower production at Serra Grande in Brazil due to lower recovered grades.

Production in 2010

For the year ended December 31, 2010, AngloGold Ashanti’s total attributable gold production from continuing operations at 4.52 million ounces was 84,000 ounces, or 2 percent, lower when compared to 2009 production of 4.6 million ounces.

InSouth Africa, gold production decreased by 1 percent or 12,000 ounces in 2010 mainly due to a 13 percent decline in volumes mined and a 9 percent decline in recovered grade at Kopanang and the sale of Tau Lekoa effective August 1, 2010. The decrease was partially offset by an increase in gold production at Moab Khotsong due to higher volumes mined and at TauTona due to the successful resumption of mining in January 2010 following the temporary closure of the shaft in October 2009.

Production decreased by 6 percent or 93,000 ounces in 2010 inContinental Africa mainly due to lower grades mined and processed at Siguiri, Morila, Yatela and Sadiola. Lower production at Obuasi was mainly attributable to underground tonnages declining by 8 percent as a result of reduced flexibility in developed ore reserves, in addition to stoppages to address environmental issues at the Tailings Storage Facility and elution problems at the Tailings Treatment Plant. The decrease was partially offset by an increase in gold production due to the treatment of higher tonnes and higher grade material at Geita.

Total cash costs and total production costs

Comparison of total cash costs and total production costs in 2012 with 2011

Most local currencies (South Africa, Argentina and Brazil) were on average weaker against the US dollar during 2012 compared to 2011. Consequently, total cash costs in US dollar terms were positively impacted for 2012.

Cash costs per ounce at all of the operations situated in South Africa increased in 2012 when compared to 2011, largely a result of lower production due to the unprotected strike action during September and October 2012, partially offset by weakening of the rand.

Geita, in Tanzania, reported a 34 percent increase in cash costs from $488 per ounce in 2011 to $652 per ounce in 2012. This was mainly as a result of an increase in inventory adjustments, consumables and contract labor costs. This increase was partially offset by increased production.

In Mali, at Morila, cash costs decreased in 2012 to $765 per ounce compared to $818 per ounce in 2011 mainly due to a decrease in inventory on hand allocations partially offset by lower production. At Sadiola, cash costs increased from $835 per ounce in 2011 to $1,220 per ounce in 2012. This increase was primarily driven by lower production, increases in fuel prices, mining contractor costs and inventory adjustments. The cash costs at Yatela increased from $1,483 per ounce in 2011 to $1,793 per ounce in 2012 mainly due to an increase in inventory on hand allocations.

In Ghana, at Obuasi, cash costs increased in 2012 to $1,189 per ounce compared to $859 per ounce in 2011 mainly due to the decline in production and an increase in the power tariff, other service related costs and labor costs. At Siguiri, in Guinea, cash costs increased to $935 per ounce in 2012 from $871 per ounce in 2011 mainly due to the decline in production, higher fuel prices, an increase in inventory on hand allocations and increased costs related to labor.

In the United States, Cripple Creek reported a $71 per ounce increase in cash costs to $640 per ounce in 2012 due primarily to rising commodity prices (diesel fuel, in particular), increased labor costs and a decline in production. In Brazil at AngloGold Ashanti Córrego do Sítio Mineração, cash costs increased to $711 per ounce in 2012 from $571 per ounce in 2011 driven largely by higher labor and operational development costs partially offset by higher production. At Serra Grande cash costs decreased by $24 per ounce to $827 per ounce in 2012 due to an increase in production of 31,000 ounces partially offset by an increase in inventory on hand allocations and other service related costs.

In Australia, at Sunrise Dam, cash costs decreased in 2012 to $1,178 per ounce compared to $1,362 per ounce in 2011, mainly due to an 12,000 ounce increase in production as operations recovered from the flood related disruption the previous year and the effect of a $30 million recovery from settled insurance claims for the flood disruptions. The decrease was partially offset by the stronger Australian Dollar which negatively impacted cash costs per ounce.

Overall the Company’s total cash costs in 2012 increased by $151 per ounce, or 21 percent, when compared to the previous year. Of these increased costs, inflation accounted for $62 per ounce and lower production accounted for $101 per ounce. The weakening of local currencies accounted for $42 per ounce partially offsetting the increase.

Comparison of total cash costs and total production costs in 2011 with 2010

Most local currencies (South Africa, Australia and Brazil) were on average stronger against the US dollar during 2011 compared to 2010. Consequently, total cash costs in US dollar terms were negatively impacted for 2011.

Cash costs per ounce at most of the operations situated in South Africa increased in 2011 when compared to 2010. This was largely a result of increases in the cost of labor, power and stores and royalty payments which came into effect on March 1, 2010, as well as the strengthening of the rand. The lower production in 2011 also negatively impacted the cash costs per ounce.

Geita, in Tanzania, reported a 30 percent decrease in cash costs from $697 per ounce in 2010 to $488 per ounce in 2011. This was mainly as a result of higher production and inventory adjustments.

In Mali, at Morila, cash costs increased in 2011 to $818 per ounce compared to $716 per ounce in 2010 mainly due to higher reagent costs and fuel used in power generation. At Sadiola cash costs increased from $686 per ounce in 2010 to $835 per ounce in 2011. These were driven by increases in fuel prices, mining contractor costs were higher as a result of the longer haulage distance and higher maintenance costs. The cash costs at Yatela increased from $817 per ounce in 2010 to $1,483 per ounce in 2011 mainly due to the significant decrease in production of 31,000 ounces (52 percent).

In Ghana, at Obuasi, cash costs increased in 2011 to $859 per ounce compared to $760 per ounce in 2010 mainly due to the decline in production and an increase in the power tariff and inventory adjustments. At Siguiri, in Guinea, cash costs increased to $871 per ounce in 2011 from $656 per ounce in 2010 mainly due to the decline in production, higher fuel prices, an increase in inventory adjustments and increased costs related to labor and mining contractors.

In the United States, Cripple Creek reported a $69 per ounce increase in cash costs to $569 per ounce in 2011 due primarily to rising commodity prices (diesel fuel in particular) and increased labor costs. In Brazil at AngloGold Ashanti Córrego do Sítio Mineração cash costs increased to $571 per ounce in 2011 from $444 per ounce in 2010 driven largely by labor cost increases and higher energy consumption following the commissioning of the refrigeration plant in Cuiabá. Other factors were the stronger Brazilian real, lower volumes and higher unit costs from new Córrego do Sítio sulfide production. These effects were partially offset, however, by higher revenue from the sale of sulfuric acid, a by-product of the Cuiabá mining operation. At Serra Grande cash costs increased by $370 per ounce to $851 per ounce in 2011 due to reduced production as well as continued inflationary pressure on all mining-related inputs, such as power, consumables and labor in Brazil and the impact of the stronger Brazilian real.

In Australia, at Sunrise Dam, cash costs increased in 2011 to $1,362 per ounce compared to $692 per ounce in 2010 mainly due to the significant decrease in production of 150,000 ounces (38 percent). The decrease in production was due to the impact of unprecedented heavy rainfall and the ramp failure in the first quarter of 2011. The considerable remedial work and the stronger Australian Dollar negatively impacted cash costs per ounce.

Overall the Company’s total cash costs in 2011 increased by $106 per ounce, or 17 percent, when compared to the previous year. Of this increase, inflation accounted for $47 per ounce, lower production accounted for $20 per ounce, royalties accounted for $12 per ounce and local currency strength accounted for $9 per ounce.

Comparison of total cash costs and total production costs in 2010 with 2009

Most local currencies (South Africa, Australia and Brazil) were on average stronger against the US dollar during 2010 compared to 2009. Consequently, total cash costs in US dollar terms were negatively impacted for 2010.

Cash costs at all the operations situated in South Africa increased in 2010 when compared to 2009. This was largely a result of increases in the cost of labor, power and stores and royalty payments which came into effect on March 1, 2010, as well as the strengthening of the rand. The cash cost increase at the Savuka operation was offset by an insurance claim received for normal business interruption and material damage following the seismic event which occurred in May 2009. The insurance claim was for $46 million of which payments received and credited to working costs during 2010 were $16 million. The Company utilized the proceeds to reopen the mining area and equipping of infrastructure damaged during the seismic event.

Geita, in Tanzania, reported a 29 percent decrease in cash costs from $985 per ounce in 2009 to $697 per ounce in 2010. This was mainly as a result of higher production, lower reagent costs and a reduction in general and engineering stores.

In Mali, at Morila, cash costs increased in 2010 to $716 per ounce compared to $526 per ounce in 2009 mainly due to the lower production and higher reagent costs and fuel used in power generation. At Sadiola cash costs increased from $489 per ounce in 2009 to $686 per ounce in 2010. The increase in cash costs was mainly due to the lower-grade feed supplied to the priority plant. In addition, mining contractor costs were higher as a result of the longer haulage distance, higher maintenance costs and increases in the fuel price. The cash costs at Yatela increased from $326 per ounce in 2009 to $817 per ounce in 2010 mainly due to the significant decrease in production of 29,000 ounces (33 percent) and an increase in contract mining costs.

In Ghana, at Obuasi, cash costs increased in 2010 to $760 per ounce compared to $630 per ounce in 2009 mainly due to the decline in production, an increase in the power tariff and the once-off settlement of historical wage claims. These negative factors were partially offset by a reduction in the cost of consumables, which were sourced via a focused procurement strategy. At Siguiri, in Guinea, cash costs increased to $656 per ounce in 2010 from $513 per ounce in 2009 mainly due to higher fuel prices and costs related to labor and mining contractors.

In North America, Cripple Creek reported a $129 per ounce increase in cash costs to $500 per ounce in 2010 due primarily to the higher unit cost for the new ounces placed, rising commodity prices (diesel fuel in particular), and increased royalty costs, driven by higher gold prices. In Brazil at AngloGold Ashanti Córrego do Sítio Mineração cash costs increased to $444 per ounce in 2010 from $347 per ounce in 2009 driven largely by higher maintenance costs and stronger local currencies. These effects were partially offset, however, by higher revenue from the sale of sulfuric acid, a by-product of the Cuiabá mining operation.

Overall the Company’s total cash costs increased by $93 per ounce, or 17 percent when compared to the previous year. Of this increase, inflation accounted for $46 per ounce and local currency strength accounted for $45 per ounce.

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

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

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

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

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

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

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

However, AngloGold Ashanti believes that total cash costs and total production costs in total by mine and per ounce by mine are useful indicators to investors and management as they provide:

 

an indication of profitability, efficiency and cash flows;

the change in costs as the mining operations mature over time on a consistent basis; and

an internal benchmark of performance to allow for comparison against other mines, both within the AngloGold Ashanti group and of other gold mining companies.

A reconciliation of production costs as included in the company’s audited financial statements to total cash costs and to total production costs for each of the three years in the period ended December 31, 20112012 is presented below. In addition, the Company has provided below detail of the attributable ounces of gold produced by mine for each of those periods.

For the year ended December 31, 2012

Operations in South Africa

(in $ millions, except as otherwise noted)

   

 

LOGO

 

  

 

LOGO

 

  

 

LOGO

 

  

 

LOGO

 

  

 

LOGO

 

  

 

LOGO

 

  

 

LOGO

 

  

 

LOGO

 

  

 

LOGO

 

  

 

LOGO

 

 

Production costs

  102   165   157   253   38   172   (2  121   1,006   50 

Plus:

           

Production costs of equity accounted joint ventures(1)

  -    -    -    -    -    -    -    -    -    -  

Less:

           

Rehabilitation costs & other non-cash costs

  1   1   12   (2  -    (2  30   -    40   (18

Plus:

           

Inventory movement

  -    1   -    -    -    -    1   -    2   -  

Royalties

  1   2   2   13   1   6   -    -    25   -  

Related party transactions(2)

  (1  (2  (2  (5  (1  (2  -    (1  (14  -  

Adjusted for:

           

Noncontrolling interests(3)

  -    -    -    -    -    -    -    -    -    -  

Non-gold producing companies and adjustments

  -    -    -    -    -    -    -    -    -    (20

Total cash costs

  103   167   169   259   38   174   29   120   1,059   12 

Plus:

           

Depreciation, depletion and amortization

  22   42   91   69   11   64   7   4   310   15 

Employee severance costs

  1   2   1   1   -    1   -    -    6   -  

Rehabilitation and other non-cash costs

  (1  (1  (12  2   -    2   (30  -    (40  18 

Adjusted for:

           

Noncontrolling interests(3)

  -    -    -    -    -    -    -    -    -    4 

Non-gold producing companies and adjustments

  -    -    -    -    -    -    -    -    -    (5

Total production costs

  125   210   249   331   49   241   6   124   1,335   44 

 

Gold produced (000’ ounces) (4)

  84   164   162   405   37   189   28   144   1,213   -  

 

Total cash costs per ounce (5)

  1,226   1,018   1,043   640   1,027   921   1,036   833   873   -  
Total production costs per ounce (5)  1,488   1,280   1,537   817   1,324   1,275   214   861   1,101   -  
                                         

For the year ended December 31, 2012

Operations in Ghana, Guinea, Mali, Namibia, Tanzania, Australia, United States of America, Argentina and Brazil

(in $ millions, except as otherwise noted)

                                                             
   

 

LOGO

 

  

 

LOGO

 

  

 

LOGO

 

  

 

LOGO

 

  

 

LOGO

 

  

 

LOGO

 

  

 

LOGO

 

  

LOGO

 

  

LOGO

 

  

LOGO

 

  

LOGO

 

 
   

LOGO

  

LOGO

  

LOGO

  

LOGO

  

LOGO

  

LOGO

  

LOGO

  

LOGO

      

LOGO

  

LOGO

  

LOGO

  

 

LOGO

 

  

LOGO

     
Production costs  167   348   245   -   -   -   73   325   1,158   292   145   127   295   110   677 

Plus:

                           

Production costs of equity accounted joint ventures (1)

  -    -    -    52   111   47   -    -    210   -    -    -    -    -    -  

Less:

                           

Rehabilitation costs & other non-cash costs

  (7  (29  (12  2   2   (1  (2  (8  (55  -    (9  (4  (20  1   (32

Plus:

                           

Inventory movement

  (3  -    16   -    (1  1   -    (4  9   1   78   (4  1   (4  71 

Royalties

  9   14   23   8   10   3   4   33   104   11   11   33   -    1   45 

Related party transactions(2)

  -    -    -    -    -    2   -    -    2   -    -    -    -    -    -  

Adjusted for:

                           

Noncontrolling interests (3)

  -    -    (41  -    -    -    -    -    (41  -    -    (11  -    (27  (38

Total cash costs

  166   333   231   62   122   52   75   346   1,387   304   225   141   276   81   723 

Plus:

                

Depreciation, depletion and amortization

  30   79   27   4   3   2   14   68   227   34   46   35   113   24   218 

 

Employee severance costs

  -    -    -    -    -    -    -    -    -    -    -    1   3   -    4 

 

Rehabilitation and other non-cash costs

  7   29   12   (2  (2  1   2   8   55   -    9   4   20   (1  32 

Adjusted for:

                

Noncontrolling interests(3)

  -    -    (5  -    -    -    -    -    (5  -    -    (1  -    (8  (9

Total production costs

  203   441   265   64   123   55   91   422   1,664   338   280   180   412   96   968 

 

Gold produced (000’ ounces)(4)

  180   280   247   81   100   29   74   531   1,522   258   247   219   388   98   952 

 

Total cash costs per ounce(5)

  922   1,189   935   765   1,220   1,793   1,014   652   911   1,178   (7) 640   644   711   827   759 

 

Total production costs per ounce(5)

  1,128   1,575   1,073   790   1,230   1,897   1,230   795   1,093   1,310   1,134   822   1,062   980   1,017 
                                                             

For the year ended December 31, 2012

AngloGold Ashanti operations - Total

(in $ millions, except as otherwise noted)

Total

Production costs per financial statements

3,183

Plus:

Production costs of equity accounted joint ventures(1)

210

Less:

Rehabilitation costs & other non-cash costs

(65

Plus/(less):

Inventory movement

83

Royalties

185

Related party transactions(2)

(12

Adjusted for:

Noncontrolling interests(3)

(79

Non-gold producing companies and adjustments

(20

Total cash costs

3,485

Plus:

Depreciation, depletion and amortization

804

Employee severance costs

10

Rehabilitation and other non-cash costs

65

Adjusted for:

Noncontrolling interests(3)

(10

Non-gold producing companies and adjustments

(5

Total production costs

4,349

Gold produced (000’ ounces)(4)

3,944

Total cash costs per ounce(5)

884

Total production costs per ounce(5)

1,103
(1)

Attributable production costs and related expenses of equity accounted joint ventures are included in the calculation of total cash costs per ounce and total production costs per ounce.

(2)

Relates solely to production costs as included in the Company’s consolidated financial statements and has, accordingly, been included in total production costs and total cash costs.

(3)

Adjusting for noncontrolling interest of items included in calculation, to disclose the attributable portions only.

(4)

Attributable production only.

(5)

In addition to the operational performances of the mines, total cash costs per ounce and total production costs per ounce are affected by fluctuations in the currency exchange rate. AngloGold Ashanti reports total cash costs per ounce and total production costs per ounce calculated to the nearest US dollar amount and gold produced in ounces.

(6)

Corporate includes non-gold producing subsidiaries.

(7)

Total cash costs per ounce calculation includes heap-leach inventory change.

For the year ended December 31, 2011

Operations in South Africa

(in $ millions, except as otherwise noted)

 

 

 

    LOGO

 

  

    LOGO

 

  

    LOGO

 

  

LOGO

 

  

LOGO

 

  

LOGO

 

  

LOGO

 

  

 

LOGO

 

  

LOGO

 

   

LOGO

  

LOGO

  

 

LOGO

 

  

LOGO

   

LOGO

  

LOGO

  

LOGO

  

LOGO

  

LOGO

  

LOGO

 

Production costs

  109   201   174   -    248   40   188   110   24      109   201   174   -    248   40   188   110   1,070   24 

Plus:

                                    

Production costs of equity accounted joint ventures(1)

  -    -    -    -    -    -    -    -    -     -    -    -    -     -    -    -    -    -    -  

Less:

                                    

Rehabilitation costs & other non-cash costs

  -    (2  -    -    -    (1  (1  -         -    (2  -    -     -    (1  (1  -    (4  1 

Plus:

                                    

Inventory movement

  -    -    -    -    -    -    -    -    -     -    -    -    -     -    -    -    -    -    -  

Royalties

  4   13   11   -    29   3   14   -    -     4   13   11   -     29   3   14   -    74   -  

Related party transactions(2)

  (1  (2  (2  -    (3  -    (2  (1  -     (1  (2  (2  -     (3  -    (2  (1  (11  -  

Adjusted for:

                                    

Noncontrolling interests(3)

  -    -    -    -    -    -    -    -    -     -    -    -    -     -    -    -    -    -    -  

Non-gold producing companies and adjustments

  -    -    -    -    -    -    -    -    (29   -    -    -    -     -    -    -    -    -    (29

Total cash costs

  112   210   183   -    274   42   199   109   (4   112   210   183   -     274   42   199   109   1,129   (4

Plus:

                                    

Depreciation, depletion and amortization

  23   78   101   -    70   1   75   4   16     23   78   101   -     70   1   75   4   352   16 

Employee severance costs

  1   2   1   -    2   1   2   -    1     1   2   1   -     2   1   2   -    9   1 

Rehabilitation and other non-cash costs

  -    2   -    -    -    1   1   -    (1   -    2   -    -     -    1   1   -    4   (1

Adjusted for:

                                    

Noncontrolling interests (3)

  -    -    -    -    -    -    -    -    (24   -    -    -    -     -    -    -    -    -    (24

Non-gold producing companies and adjustments

  -    -    -    -    -    -    -    -    (7   -    -    -    -     -    -    -    -    -    (7

Total production costs

  136   292   285   -    346   45   277   113   (19   136   292   285   -     346   45   277   113   1,494   (19

Gold produced (000’ ounces) (4)

  94   307   266   -    500   49   244   164   -     94   307   266   -     500   49   244   164   1,624   -  

Total cash costs per ounce (5)

  1,191   684   688   -    547   857   816   665   -     1,191   684   688   -     547   857   816   665   695   -  
Total production costs per ounce (5)  1,447   951   1,071   -    691   918   1,135   689   -     1,447   951   1,071   -     691   918   1,135   689   920   -  
                   

For the year ended December 31, 2011

Operations in Ghana, Guinea, Mali, Namibia, Tanzania, Australia, United States of America, Argentina and Brazil

(in $ millions, except as otherwise noted)

 

 
 

LOGO

 

  

LOGO

 

  

LOGO

 

  

LOGO

 

  

LOGO

 

  

LOGO

 

  

 

LOGO

 

  

LOGO

 

  

LOGO

 

   

LOGO

  

LOGO

  

LOGO

  

LOGO

  

LOGO

  

 

LOGO

 

  

LOGO

   

LOGO

  

LOGO

  

LOGO

  

LOGO

 
 

LOGO

 

  

LOGO

 

  

LOGO

 

  

LOGO

 

  

LOGO

 

  

LOGO

 

  

LOGO

 

  

LOGO

 

  

LOGO

 

  

 

LOGO

 

  

LOGO

 

  

LOGO

 

  

LOGO

 

   

LOGO

  

LOGO

  

LOGO

  

LOGO

   

LOGO

  

LOGO

  

LOGO

  

LOGO

      

LOGO

   

LOGO

  

 

LOGO

 

  

 

LOGO

 

  

LOGO

     
Production costs  176   324   252   -    -    -    59   220   325   135   53   220   119    176   324   252   -    -   -   59   220   1,031   325    135   53   220   119   527 

Plus:

                                                        

Production costs of equity accounted joint ventures (1)

  -    -    -    72   92   41   -    -    -    -    -    -    -     -    -   -    72    92   41   -    -    205   -     -    -    -    -    -  

Less:

                                                        

Rehabilitation costs & other non-cash costs

  (18  (69  (11  -    (2  (1  (1  (10  -    (17  (8  (24  (18   (18  (69  (11  -     (2  (1  (1  (10  (112  -     (17  (8  (24  (18  (67

Plus:

                                                        

Inventory movement

  -    (1  (8  -    -    (1  1   8   1   67   13   9   6    -    (1  (8  -     -    (1  1   8   (1  1    67   13   9   6   95 

Royalties

  9   15   23   9   11   3   3   23   9   8   27   -    2    9   15   23   9    11   3   3   23   96   9    8   27   -    2   37 

Related party transactions(2)

  -    -    -    -    -    1   -    -    -    -    -    -    -     -    -    -    -     -    1   -    -    1   -     -    -    -    -    -  

Adjusted for:

                                                        

Noncontrolling interests (3)

  -    -    (39  -    -    -    -    -    -    -    (6  -    (52   -    -    (39  -     -    -    -    -    (39  -     -    (6  -    (52  (58

Total cash costs

  167   269   217   81   101   43   62   241   335   193   79   205   57    167   269   217   81    101   43   62   241   1,181   335    193   79   205   57   534 

Plus:

                                                        

Depreciation, depletion and amortization

  29   65   24   4   2   1   10   82   41   38   26   76   32    29   65   24   4    2   1   10   82   217   41    38   26   76   32   172 

Employee severance costs

  1   -    -    -    -    -    1   -    -    -    1   2   -     1   -    -    -     -    -    1   -    2   -     -    1   2   -    3 

Rehabilitation and other non-cash costs

  18   69   11   -    2   1   1   10   -    17   8   24   18    18   69   11   -     2   1   1   10   112   -     17   8   24   18   67 

Adjusted for:

                                                        

Noncontrolling interests(3)

  -    -    (5  -    -    -    -    -    -    -    (3  -    (25   -    -    (5  -     -    -    -    -    (5  -     -    (3  -    (25  (28
Total production costs  215   403   247   85   105   45   74   333   376   248   111   307   82 

Total production costs

   215   403   247   85    105   45   74   333   1,507   376    248   111   307   82   748 

Gold produced (000’ ounces)(4)

  199   313   249   99   121   29   66   494   246   267   196   359   67    199   313   249   99    121   29   66   494   1,570   246    267   196   359   67   889 

Total cash costs per ounce(5)

  839   859   871   818   835   1,483   939   488   1,362   (7) 569   403   571   851    839   859   871   818    835   1,483   939   488   752   1,362    (7)  569    403   571   851   601 

Total production costs per ounce(5)

  1,080   1,288   992   859   868   1,552   1,121   674   1,528   929   566   855   1,224    1,080   1,288   992   859    868   1,552   1,121   674   960   1,528    929   566   855   1,224   841 
                               

For the year ended December 31, 2011

AngloGold Ashanti operations - Total

(in $ millions, except as otherwise noted)

 

    Total 

Production costs per financial statements

   2,977 

Plus:

  

Production costs of equity accounted joint ventures(1)

   205 

Less:Plus:

  

Rehabilitation costs & other non-cash costs

   (182

Plus/(less):(Less)/plus:

  

Inventory movement

   95 

Royalties

   216 

Related party transactions(2)

   (10

Adjusted for:

  

Noncontrolling interests(3)

   (97

Non-gold producing companies and adjustments

   (29

Total cash costs

   3,175 

Plus:Plus/(less):

  

Depreciation, depletion and amortization

   798 

Employee severance costs

   15 

Rehabilitation and other non-cash costs

   182 

Adjusted for:

  

Noncontrolling interests(3)

   (57

Non-gold producing companies and adjustments

   (7

Total production costs

   4,106 

 

Gold produced (000’ ounces)(4)

   4,329 

 

Total cash costs per ounce(5)

   733 

Total production costs per ounce(5)

   948 
(1) 

Attributable production costs and related expenses of equity accounted joint ventures are included in the calculation of total cash costs per ounce and total production costs per ounce.

 

(2)

Relates solely to production costs as included in the Company’s consolidated financial statements and has, accordingly, been included in total production costs and total cash costs.

 

(3)

Adjusting for noncontrolling interest of items included in calculation, to disclose the attributable portions only.

 

(4)

Attributable production only.

 

(5)

In addition to the operational performances of the mines, total cash costs per ounce and total production costs per ounce are affected by fluctuations in the currency exchange rate. AngloGold Ashanti reports total cash costs per ounce and total production costs per ounce calculated to the nearest US dollar amount and gold produced in ounces.

 

(6)

Corporate includes non-gold producing subsidiaries.

 

(7)

Total cash costs per ounce calculation includes heap-leach inventory change.

 

(8)

There was no production attributable to AngloGold Ashanti in 2011. AngloGold Ashanti sold Tau Lekoa to Simmer & Jack Mines Limited (“Simmers”) in 2010.

For the year ended December 31, 2010

Operations in South Africa

(in $ millions, except as otherwise noted)

 

LOGO

LOGO

LOGO

LOGO

LOGO

LOGO

LOGO

LOGO

LOGO

Production costs

12019218159233241778912

Plus:

Production costs of equity accounted joint ventures(1)

---------

Less:

Rehabilitation costs & other non-cash costs

(2(5(10-(5-(3-(8

Plus:

Inventory movement

(1(1(1(1-----

Royalties

244-1819--

Related party transactions(2)

(1(3(3(1(5-(2(2-

Adjusted for:

Noncontrolling interests (3)

---------

Non-gold producing companies and adjustments

--------(9

Total cash costs

118187171572412518187(5

Plus:

Depreciation, depletion and amortization

2773108158571615

Employee severance costs

5321513--

Rehabilitation and other non-cash costs

2510-5-3-

Adjusted for:

Noncontrolling interests (3)

--------(11

Non-gold producing companies and adjustments

--------(5
Total production costs152268291593093125893

Gold produced (000’ ounces) (4)

132

3052926353222259179-

Total cash costs per ounce (5)

8946135869054521,136699486-
Total production costs per ounce (5)1,1528799979375801,409996520-
   

LOGO

  

LOGO

  

 

LOGO

 

  

LOGO

  

LOGO

  

LOGO

  

LOGO

  

LOGO

  

LOGO

  

LOGO

 

Production costs

  120   192   181   59   233   24   177   89   1,075   12 

Plus:

                    

Production costs of equity accounted joint ventures(1)

  -    -    -    -    -    -    -    -    -    -  

Less:

                    

Rehabilitation costs & other non-cash costs

  (2  (5  (10  -    (5  -    (3  -    (25  (8

Plus:

                    

Inventory movement

  (1  (1  (1  (1  -    -    -    -    (4  -  

Royalties

  2   4   4   -    18   1   9   -    38   -  

Related party transactions(2)

  (1  (3  (3  (1  (5  -    (2  (2  (17  -  

Adjusted for:

                    

Noncontrolling interests(3)

  -    -    -    -    -    -    -    -    -    -  

Non-gold producing companies and adjustments

  -    -    -    -    -    -    -    -    -    (9

Total cash costs

  118   187   171   57   241   25   181   87   1,067   (5

Plus:

                    

Depreciation, depletion and amortization

  27   73   108   1   58   5   71   6   349   15 

Employee severance costs

  5   3   2   1   5   1   3   -    20   -  

Rehabilitation and other non-cash costs

  2   5   10   -    5   -    3   -    25   8 

Adjusted for:

                    

Noncontrolling interests(3)

  -    -    -    -    -    -    -    -    -    (11

Non-gold producing companies and adjustments

  -    -    -    -    -    -    -    -    -    (5
Total production costs  152   268   291   59   309   31   258   93   1,461   2 

 

Gold produced (000’ ounces) (4)

  132   305   292   63   532   22   259   179   1,784   -  

 

Total cash costs per ounce (5)

  894   613   586   905   452   1,136   699   486   598   -  
Total production costs per ounce (5)  1,152   879   997   937   580   1,409   996   520   819   -  

For the year ended December 31, 2010

Operations in Ghana, Guinea, Mali, Namibia, Tanzania, Australia, United States of America, Argentina and Brazil

(in $ millions, except as otherwise noted)

 

  LOGO  LOGO  LOGO  LOGO  LOGO  LOGO  

 

LOGO

 

  LOGO  LOGO  

LOGO

  

LOGO

  

LOGO

  

LOGO

  

LOGO

  

 

LOGO

 

  

LOGO

  

LOGO

  

LOGO

  

LOGO

  

LOGO

 
  LOGO  LOGO  LOGO  LOGO   LOGO  LOGO  LOGO  LOGO  LOGO  LOGO  LOGO  

 

LOGO

 

  LOGO  

LOGO

  

LOGO

  

LOGO

  

LOGO

  

LOGO

  

LOGO

  

LOGO

  

LOGO

      

LOGO

  

LOGO

  

LOGO

  

 

LOGO

 

  

LOGO

     

Production costs

   151   238   184   -     -    -    57   256   261   114   63   169   76   151   238   184   -   -   -   57   256   886   261   114   63   169   76   422 

Plus:

                                                          

Production costs of equity accounted joint ventures (1)

   -    -    -    61    75   43   -    -    -    -    -    -    -    -   -   -   61   75   43   -   -   179   -   -   -   -   -   -  

Less:

                                                          

Rehabilitation costs & other non-cash costs

   (20  (16  (1  -     (3  (2  3   (8  1   (13  (7  (18  -    (20  (16  (1  -   (3  (2  3   (8  (47  1   (13  (7  (18  -   (38

Plus:

                                                          

Inventory movement

   6   7   (1  -     1   1   (1  (12  -    58   -    (1  (2  6   7   (1  -   1   1   (1  (12  1   -   58   -   (1  (2  55 

Royalties

   7   12   29   7    9   4   3   13   12   5   21   -    1   7   12   29   7   9   4   3   13   84   12   5   21   -   1   27 

Related party transactions(2)

   -    -    -    -     (1  3   -    -    -    -    -    -    -    -   -   -   -   (1  3   -   -   2   -   -   -   -   -   -  

Adjusted for:

                                                          

Noncontrolling interests(3)

   -    -    (32  -     -    -    -    -    -    -    (6  -    (38  -   -   (32  -   -   -   -   -   (32  -   -   (6  -   (38  (44

Total cash costs

   144   241   179   68    81   49   62   249   274   164   71   150   37   144   241   179   68   81   49   62   249   1,073   274   164   71   150   37   422 

Plus:

                                                          

Depreciation, depletion and amortization

   25   61   23   4    3   2   8   55   33   33   24   61   32   25   61   23   4   3   2   8   55   181   33   33   24   61   32   150 

Employee severance costs

   1   -    -    1    -    -    -    -    -    -    1   2   -    1   -   -   1   -   -   -   -   2   -   -   1   2   -   3 

Rehabilitation and other non-cash costs

   20   16   1   -     3   2   (3  8   (1  13   7   18   -    20   16   1   -   3   2   (3  8   47   (1  13   7   18   -   38 

Adjusted for:

                                                          

Noncontrolling interests(3)

   -    -    (3  -     -    -    -    -    -    -    (2  -    (16  -   -   (3  -   -   -   -   -   (3  -   -   (2  -   (16  (18
Total production costs   190   318   200   73    87   53   67   312   306   210   101   231   53   190   318   200   73   87   53   67   312   1,300   306   210   101   231   53   595 

Gold produced (000’ ounces)(4)

   185   317   273   95    118   60   86   357   396   233   194   338   77   185   317   273   95   118   60   86   357   1,491   396   233   194   338   77   842 

Total cash costs per ounce(5)

   778   760   656   716    686   817   721   697   692   (7) 500   366   444   481   778   760   656   716   686   817   721   697   720   692   (7) 500   366   444   481   501 
Total production costs per ounce(5)   1,027   1,003   733   768    737   883   779   874   773   901     521   683   688   1,027   1,003   733   768   737   883   779   874   872   773   901   521   683   688   707 

For the year ended December 31, 2010

AngloGold Ashanti operations - Total

(in $ millions, except as otherwise noted)

 

    Total 

Production costs per financial statements

   2,656 

Plus:

  

Production costs of equity accounted joint ventures(1)

   179 

Plus:Less:

  

Rehabilitation costs & other non-cash costs

   (117

(Less)/plus:Plus/(less):

  

Inventory movement

   52 

Royalties

   161 

Related party transactions(2)

   (15

Adjusted for:

  

Noncontrolling interests(3)

   (76

Non-gold producing companies and adjustments

   (9

Total cash costs

   2,831 

Plus/(less):Plus:

  

Depreciation, depletion and amortization

   728 

Employee severance costs

   25 

Rehabilitation and other non-cash costs

   117 

Adjusted for:

  

Noncontrolling interests(3)

   (32

Non-gold producing companies and adjustments

   (5

Total production costs

   3,664 

 

Gold produced (000’ ounces)(4)

   4,515 

 

Total cash costs per ounce(5)

   627 

Total production costs per ounce(5)

   812 
(1)

Attributable production costs and related expenses of equity accounted joint ventures are included in the calculation of total cash costs per ounce and total production costs per ounce.

 

(2)

Relates solely to production costs as included in the Company’s consolidated financial statements and has, accordingly, been included in total production costs and total cash costs.

 

(3)

Adjusting for noncontrolling interest of items included in calculation, to disclose the attributable portions only.

 

(4)

Attributable production only.

 

(5)

In addition to the operational performances of the mines, total cash costs per ounce and total production costs per ounce are affected by fluctuations in the currency exchange rate. AngloGold Ashanti reports total cash costs per ounce and total production costs per ounce calculated to the nearest US dollar amount and gold produced in ounces.

 

(6)

Corporate includes non-gold producing subsidiaries.

 

(7) 

Total cash costs per ounce calculation includes heap-leach inventory change.

For the year ended December 31, 2009

Operations in South Africa

(in $ millions, except as otherwise noted)

    LOGO  LOGO  LOGO  LOGO  LOGO  LOGO   LOGO  

 

LOGO

 

  LOGO 

Production costs

   127   141   107   88   178   34    119   64   (26

Plus:

                    

Production costs of equity accounted joint ventures (1)

   -    -    -    -    -    -     -    -    -  

Less:

                    

Rehabilitation costs & other non-cash costs

   -    (1  -    2   -    -     -    -    (15

Plus:

                    

Inventory movement

   -    -    -    -    (1  -     (1  -    -  

Royalties

   -    -    -    -    -    -     -    -    -  

Related party transactions (2)

   (2  (3  (3  (1  (5  -     (2  (2  -  

Adjusted for:

                    

Noncontrolling interests (3)

   -    -    -    -    -    -     -    -    -  

Non-gold producing companies and adjustments

   -    -    -    -    -    -     -    -    41  

Total cash costs

   125   137   104   89   172   34    116   62   -  

Plus:

                    

Depreciation, depletion and amortization

   29   61   80   7   37   8    49   2   13  

Employee severance costs

   3   2   1   1   1   -     2   -    -  

Rehabilitation and other non-cash costs

   -    1   -    (2  -    -     -    -    15  

Adjusted for:

                    

Noncontrolling interests (3)

   -    -    -    -    -    -     -    -    8  

Non-gold producing companies and adjustments

   -    -    -    -    -    -     -    -    (3
Total production costs   157   201   185   95   210   42    167   64   33  

 

Gold produced (000’ ounces)(4)

   158   336   247   124   520   30    218   164   -  

 

Total cash costs per ounce (5)

   791   408   421   718   331   1,133    532   378   -  
Total production costs per ounce (5)   994   598   749   766   404   1,400    766   390   -  

For the year ended December 31, 2009

Operations in Ghana, Guinea, Mali, Namibia, Tanzania, Australia, United States of America, Argentina and Brazil

(in $ millions, except as otherwise noted)

    LOGO  LOGO  LOGO  LOGO  LOGO  LOGO  

 

LOGO

 

  LOGO  LOGO 
    LOGO  LOGO  LOGO  LOGO  LOGO  LOGO  LOGO  LOGO  LOGO  LOGO  LOGO  LOGO  

 

LOGO

 

  LOGO 

Production costs

   122   240   160   -    -    -    42   261   -    250   83   62   112   65 

Plus:

                             

Production costs of equity accounted joint ventures (1)

   -    -    -    67   61   26   -    -    -    -    -    -    -    -  

Less:

                             

Rehabilitation costs & other non-cash costs

   (2  (5  (7  (2  (1  (3  (1  (3  -    (6  5   (2  (4  (1

Plus:

                             

Inventory movement

   -    (6  7   (1  (2  (1  1   2   -    (1  54   (1  6   -  

Royalties

   5   11   30   8   8   5   2   8   -    10   2   16   -    -  

Related party transactions(2)

   -    -    -    -    -    2   -    -    -    -    -    -    -    -  

Adjusted for:

                             

Noncontrolling interests (3)

   -    -    (28  -    -    -    -    -    -    -    -    (6  -    (31

Total cash costs

   125   240   162   72   66   29   44   268   -    253   144   69   114   33 

Plus:

                             

Depreciation, depletion and amortization

   24   76   26   5   12   5   2   53   -    37   23   24   44   20 

Employee severance costs

   -    2   -    -    -    -    -    -    -    -    -    2   -    -  

Rehabilitation and other non-cash costs

   2   5   7   2   1   3   1   3   -    6   (5  2   4   1 

Adjusted for:

                             

Noncontrolling interests (3)

   -    -    (5  -    -    -    -    -    -    -    -    (2  -    (10
Total production costs   151   323   190   79   79   37   47   324   
 
-
 
  
  
  296   162     95   162   44 

 

Gold produced (000’ ounces)(4)

   190   381   316   137   135   89   65   272   -    401   218   192   329   77 

 

Total cash costs per ounce(5)

   658   630   513   526   489   326   677   985   -    631   (7) 371   359   347   429 
Total production costs per ounce (5)   795   848   601   577   585   416   723   1,191   -    738   743     495   492   571 

For the year ended December 31, 2009

AngloGold Ashanti operations - Total

(in $ millions, except as otherwise noted)

Total

Production costs per financial statements

2,229

Plus:

Production costs of equity accounted joint ventures(1)

154

Less:

Rehabilitation costs & other non-cash costs

(46

Plus/(less):

Inventory movement

56

Royalties

105

Related party transactions(2)

(16

Adjusted for:

Noncontrolling interests(3)

(65

Non-gold producing companies and adjustments

41

Total cash costs

2,458

Plus:

Depreciation, depletion and amortization

637

Employee severance costs

14

Rehabilitation and other non-cash costs

46

Adjusted for:

Noncontrolling interests(3)

(9

Non-gold producing companies and adjustments

(3

Total production costs

3,143

Gold produced (000’ ounces)(4)

4,599

Total cash costs per ounce(5)

534

Total production costs per ounce(5)

683
(1)

Attributable production costs and related expenses of equity accounted joint ventures are included in the calculation of total cash costs per ounce and total production costs per ounce.

(2)

Relates solely to production costs as included in the Company’s consolidated financial statements and has, accordingly, been included in total production costs and total cash costs.

(3)

Adjusting for noncontrolling interest of items included in calculation, to disclose the attributable portions only.

(4) 

Attributable production only.

(5) 

In addition to the operational performances of the mines, total cash costs per ounce and total production costs per ounce are affected by fluctuations in the currency exchange rate. AngloGold Ashanti reports total cash costs per ounce and total production costs per ounce calculated to the nearest US dollar amount and gold produced in ounces.

(6)

Corporate includes non-gold producing subsidiaries.

(7)

Total cash costs per ounce calculation includes heap-leach inventory change.

(8)

There was no production attributable to AngloGold Ashanti in 2009. AngloGold Ashanti sold the 33.33 percent joint venture interest it held in Boddington Gold Mine to Newmont Mining during 2009.

Capital expenditure

Total capital expenditure of $2,154 million was recorded in 2012 compared to $1,527 million in 2011. This represents a $627 million, or 41 percent, increase from 2011. The increased capital expenditure during 2012 relates to increased capital spent on existing operations of $75 million and increased spending of $552 million for growth related projects. Capital expenditure increased at Tropicana by $242 million, the Kibali joint venture by $190 million, infrastructure spend at the Mongbwalu project by $76 million, Obuasi by $53 million, Cripple Creek & Victor by $33 million, Geita by $23 million, Sadiola by $23 million, Mponeng by $22 million and Iduapriem by $22 million.

Total capital expenditure of $1,527 million was recorded in the year ended December 31, 2011 compared to $1,015 million in the same period in 2010. This represents a $512 million, or 50 percent, increase from 2010. The increased capital expenditure during 2011 relates to increased spending to sustain existing operations of $265 million and growth related projects of $247 million. Capital expenditure increased at AngloGold Ashanti Córrego do Sítio Mineração by $117 million, Tropicana by $63 million, Iduapriem by $56 million, Mponeng by $50 million, Kibali joint venture by $43 million, Cerro Vanguardia by $35 million, Navachab by $34 million, Kopanang by $31 million, Moab Khotsong by $27 million, Obuasi by $23 million and Geita by $20 million.

Total capital expenditure of $1,015 million was recorded in the year ended December 31, 2010 compared to $1,027 million in the same period in 2009. This represents a $12 million, or 1 percent, decrease from 2009. In Australia, total capital expenditure decreased from $177 million in 2009 to $40 million in 2010 as a result of the sale of Boddington during 2009. Capital expenditure increased at Obuasi by $15 million, AngloGold Ashanti Córrego do Sítio Mineração by $58 million, Geita by $19 million, Mponeng by $13 million, Moab Khotsong by $16 million and Cerro Vanguardia by $21 million.

Comparison of financial performance on a segment basis for 2012, 2011 2010 and 20092010

The Company produces gold as its primary product and does not have distinct divisional segments in terms of principal business activity, but manages its business on the basis of different geographic segments. Therefore, information regarding separate geographic segments is provided. Revenues presented below exclude allocated realized gains/losses on non-hedge derivatives to individual geographic areas.

Revenues

 

(in millions)  Year ended December 31   Year ended December 31 
  2011         2010     2009       2012         2011     2010     
  $ percent $ percent $ percent   $ percent $ percent $ percent 

Category of activity

              

Total revenues

              

Product sales

   6,570    5,334    3,784     6,353    6,570    5,334  

Interest, dividends and other

   72    68    170     75    72    68  

Total revenues

   6,642   5,402   3,954     6,428   6,642   5,402  

Geographical area data

              

Total revenues

              

South Africa

   2,596   39   2,276   42   1,687   43    2,056   32   2,596   39   2,276   42 

Continental Africa

   2,529   38   1,871   34   1,451   36    2,617   41   2,529   38   1,871   34 

Australasia

   389   6   468   9   239   6    430   7   389   6   468   9 

Americas

   1,499   23   1,125   21   804   20    1,658   25   1,499   23   1,125   21 

Other, including Corporate and Non-gold producing

subsidiaries

   17   -    (6  -    129   3    20   -   17   -   (6  - 
   7,030    5,734    4,310     6,781    7,030    5,734  

Less : Equity method investments included above

   (388  (6  (332  (6  (355  (8   (353  (5  (388  (6  (332  (6

Total revenues

   6,642   100   5,402   100   3,955   100    6,428   100   6,642   100   5,402   100 

Assets

 

  As at December 31 
(in millions)  As at December 31 
  2011           2010           2009           2012           2011           2010         
  $   percent   $   percent   $   percent   $   percent   $   percent   $   percent 

Geographical area data

                        

Total segment assets

                        

South Africa

   2,974    27    3,370    32    3,354    31    3,570    27    2,974    27    3,370    32 

Continental Africa

   4,365    39    4,093    39    4,055    38    4,752    36    4,365    39    4,093    39 

Australasia

   714    6    534    5    496    5    1,007    8    714    6    534    5 

Americas

   2,527    23    2,170    21    2,012    19    2,894    22    2,527    23    2,170    21 

Other, including Corporate, Assets held for sale and

Non-gold producing subsidiaries

   605    5    221    2    745    7    879    7    605    5    221    2 

Total segment assets

   11,185    100    10,388    100    10,662    100    13,102    100    11,185    100    10,388    100 

At December 31, 2012, 27 percent of AngloGold Ashanti’s total assets were located in South Africa compared with 27 percent at the end of 2011. The remaining operations collectively accounted for approximately 73 percent of AngloGold Ashanti’s total assets at December 31, 2012 compared to 73 percent at the end of the same period in 2011.

At December 31, 2011, 27 percent of AngloGold Ashanti’s total assets were located in South Africa compared with 32 percent at the end of 2010, mainly due to the weakening of the rand against the US dollar (2011: $/R8.0407, 2010: $/R6.5701). The remaining operations collectively accounted for approximately 73 percent of AngloGold Ashanti’s total assets at December 31, 2011 compared to 68 percent at the end of the same period in 2010.

At December 31,Comparison of financial performance in 2012, 2011 and 2010 32 percent of AngloGold Ashanti’s total assets were located in South Africa compared with 31 percent at the end of 2009, mainly due to increased capital expenditure and the strengthening of the rand against the US dollar (2010: $/R6.5701, 2009: $/R7.435). The remaining operations collectively accounted for approximately 68 percent of AngloGold Ashanti’s total assets at December 31, 2010 compared to 69 percent at the end of the same period in 2009.

 Financial performance of AngloGold Ashanti  Year ended December 31             
 (in millions)  2012   2011   2010 

 Revenue

   6,428    6,642    5,402 

 Cost and expenses

   (5,217)                 (4,521)             (5,021)  

 Taxation expense

   (340)     (705)     (255)  

 Equity (loss)/income in associates

   (23)     59    40 

 Net income attributable to noncontrolling interests

   (19)     (50)     (54)  

 Net income

   829    1,425    112 

Comparison of financial performance in 2012 with 2011

Revenues

Revenues from product sales and other income decreased by $214 million from $6,642 million in 2011 2010to $6,428 million in 2012, representing a 3 percent decrease over the period. This decrease was mainly due to the decrease in production following the unprotected strike action at the South African operations. The decrease was partially offset by the increase in the average spot price of gold. The average spot price of gold was $1,668 per ounce during 2012, $96 per ounce, or 6 percent, higher than $1,572 per ounce in 2011.

Total revenues from the South African operations decreased by $540 million to $2,056 million from $2,596 million in 2011, mainly as a result of the decrease in production (1,213,000 ounces in 2012 compared to 1,624,000 ounces in 2011) following the unprotected strike action. This decrease was partially offset by the increase in the average spot price of gold.

Total revenues from the Continental Africa operations increased by $88 million to $2,617 million from $2,529 million in 2011, mainly as a result of the increase in the average spot price of gold. This increase was partially offset by the 48,000 attributable ounces decrease in production.

Total revenue from the Australian operation at Sunrise Dam increased from $389 million in 2011 to $430 million in 2012. The increase was mainly due to the increase in production from 246,000 attributable ounces in 2011 to 258,000 attributable ounces in 2012 and 2009the increase in the average spot price of gold.

Total revenues from the Americas operations increased from $1,499 million in 2011 to $1,658 million in 2012 mainly as a result of the increase in the average spot price of gold and an increase in gold produced from 891,000 attributable ounces in 2011 to 952,000 attributable ounces in 2012.

Production costs

Production costs increased from $2,977 million in 2011 to $3,183 million in 2012, which represents a $206 million, or 7 percent increase. The increase was primarily due to an increase in operational costs including labor, consumables and fuel. In particular, increased service related costs in Obuasi in Ghana, South Africa, Córrego do Sítio Mineração in Brazil and Cerro Vanguardia in Argentina, contractor costs at Sunrise Dam in Australia and Geita in Tanzania and labor costs in Argentina, Brazil, Obuasi in Ghana and Siguiri in Guinea contributed to higher production costs. Fuel costs increased at Geita in Tanzania, Siguiri in Guinea and Navachab in Namibia and electricity costs increased in South Africa and Obuasi in Ghana. These increases were partially offset by the $30 million recovery from settled insurance claims during the third quarter of 2012 for the reimbursement of costs relating to the pitwall failure at Sunrise Dam (Australia) during 2011 and by the weakening of local currencies against the US dollar.

Exploration costs

Exploration costs increased from $279 million in 2011 to $388 million in 2012 mainly due to higher prefeasibility expenditure at La Colosa in Colombia, additional exploration at Tropicana in Australia and Mongbwalu in the Democratic Republic of the Congo, as well as increased exploration activities in Guinea. For a discussion of AngloGold Ashanti’s exploration activities in 2012, see “Item 4B.: Business overview – Global exploration”.

Royalties

Royalties paid by AngloGold Ashanti decreased from $193 million in 2011 to $164 million in 2012, mainly due to a decrease in payments of royalties under the South African Mineral and Petroleum Resources Act, which was a result of the unprotected strike action and the subsequent decrease in revenue. Royalties recorded by the South African mines decreased from $73 million in 2011 to $25 million in 2012. Royalties in Argentina increased from $27 million in 2011 to $33 million in 2012 primarily as a result of higher average spot prices of gold and higher production. In Argentina, royalties are payable to Fomicruz, a state owned company in the Santa Cruz Province, being the minority shareholder of the Cerro Vanguardia operation and are calculated as a percentage of revenues. Royalties paid in Tanzania amounted to $33 million in 2012 compared to $23 million in 2011 primarily due to the higher production and the higher gold price.

Depreciation, depletion and amortization

Depreciation, depletion and amortization expense increased by $5 million or 1 percent, to $794 million in 2012 when compared to $789 million recorded in 2012.

Impairment of assets

In 2012, AngloGold Ashanti recorded impairments amounting to $367 million, compared to impairments amounting to $17 million in 2011. This was partly due to the impairment of Great Noligwa and Kopanang of $42 million and $14 million, respectively, in South Africa, due to changes in the mine plan resulting in certain areas being abandoned. Furthermore, due to a change in the mine plan at Obuasi in Continental Africa, certain infrastructure, development and assets have been impaired and written-off amounting to $296 million. See “Note 5 - Costs and expenses: Impairment of assets” to the consolidated financial statements for additional information.

Interest expense

Interest expense increased by $35 million to $213 million in 2012, compared to $178 million in 2011. The increase is mainly due to increases in the amortization of borrowing fees, interest charges on the new $750 million rated bonds issued in July 2012, senior floating and fixed rate notes (DMTNP) issued in October 2012 and the increase in discount on a long-term indirect tax receivables. Interest expense recorded in the year ended December 31, 2012 includes $6 million related to accelerated amortization of fees on the syndicated revolving credit facility ($1 billion) canceled in August 2012.

Accretion expense

Accretion expense of $33 million was recorded in 2012 compared with $28 million in 2011. Accretion relates to the unwinding of discounted future rehabilitation obligations to present values and increases in the reclamation obligations to its future estimated payout.

Employment severance cost

Employment severance costs decreased to $10 million in 2012 from $15 million in 2011. Employment severance costs recorded for the year ended December 31, 2012 relates to retrenchments in the South Africa region, South America and Continental Africa region reflecting rationalization of operations.

(Loss)/profit on sale of assets, realization of loans, indirect taxes and other

In 2012, the Company recorded a loss of $35 million compared to a profit of $43 million recorded in 2011. The loss in 2012 mainly related to the reassessment of indirect taxes payable, mining contractor termination and settlement costs, the impairment of investments and the loss on disposal of land, equipment and assets, mineral rights and exploration properties. These losses were partially offset by royalties received from Newmont Mining Corporation (2009 sale of Boddington Gold mine) and Simmers & Jack Mines Limited (2010 sale of Tau Lekoa Gold mine), profit on part disposal of Rand Refinery Limited and profit on disposal of AGA-Polymetal Strategic Alliance.

In 2011, the Company recorded a profit of $43 million compared to a profit of $3 million recorded in 2010. The profit in 2011 mainly related to royalties received from Newmont Mining Corporation (2009 sale of Boddington Gold mine) and Franco Nevada Corporation (2011 sale of royalty stream in Ayanfuri mine). These profits were partially offset by the impairment of investments, the loss on disposal of land, equipment and assets, mineral rights and exploration properties, reassessment of indirect taxes payable and Black economic empowerment transaction restructuring costs.

Non-hedge derivative gain/loss and movement on bonds

Non-hedge derivative gain

A gain on non-hedge derivatives of $93 million was recorded in 2012 compared to a gain of $83 million in 2011 relating to the use of non-hedging instruments. These represent derivatives not designated in formal hedge accounting relationships. The change in fair value of these derivatives are recorded each period in the income statement.

The net gain recorded for the year ended December 31, 2012 related to the fair value movements of the conversion features of convertible bonds amounting to $83 million, movements on other commodity contracts and the revaluation of non-hedge derivatives resulting from changes in the prevailing forward gold price, exchange rates, interest rates and volatilities during the year amounting to a gain of $10 million.

Non-hedge derivatives recorded for the years ended December 31, 2012 and 2011 included:

 

 Financial performance of AngloGold Ashanti  Year ended December 31             
 (in millions)  2011   2010   2009 

 Revenue

   6,642     5,402     3,954  

 Cost and expenses

   (4,521)                 (5,021)             (4,852)  

 Taxation (expense)/benefit

   (705)     (255)     33  

 Equity income/(loss) in associates

   59     40     88  

 Net income attributable to noncontrolling interests

   (50)     (54)     (48)  

 Net income/(loss)

   1,425     112     (825)  
   Year ended December 31, 
   2012   2011 
   (in US Dollars, million) 

(Gain)/loss on unrealized non-hedge derivatives

   (10)      

Fair value gain on option component of convertible bonds

   (83)     (84)  
  

 

 

 

Net gain

   (93)     (83)  
  

 

 

 
Movement on bonds        
   Year ended December 31, 
   2012   2011 
   (in US Dollars, million) 

Fair value gain on mandatory convertible bonds

   (172)     (113)  

Fair value movements on the mandatory convertible bonds were based on the ex interest NYSE closing price of these bonds.

    

Equity loss/income in associates

Equity income in equity method investments decreased from an income of $59 million in 2011 to a loss of $23 million in 2012, mainly as a result of the decrease in revenue from gold sales at Sadiola and Morila mines in Mali from $189 million and $157 million, respectively, in 2011 to $169 million and $135 million, respectively, in 2012 due to the decrease in production. The decrease was partially offset by the increase in the average spot price of gold for 2012.

Taxation expense

A net taxation expense of $340 million was recorded in 2012, compared to a net taxation expense of $705 million in 2011. Charges for current tax in 2012 amounted to $414 million, compared to $406 million in 2011. The increase in the tax charge in 2012 was mainly due to higher taxable income as a result of the higher gold price, while 2011 was lower due to the utilization of tax losses. This was partially offset by lower taxes at the South African operations as a result of safety stoppages and the unprotected strike action. Charges for deferred tax in 2012 amounted to a net tax benefit of $74 million compared to a net tax expense of $299 million in 2011. The decrease in the deferred tax charge in 2012 is mainly due to the lower enacted statutory tax rates in South Africa, tax credits on impairments at Obuasi and corporate restructuring of Serra Grande, partially offset by the higher enacted statutory tax rates in Ghana. Refer to “Note 7 – Taxation” of the consolidated financial statements.

Comparison of financial performance in 2011 with 2010

Revenues

Revenues from product sales and other income increased by $1,240 million from $5,402 million in 2010 to $6,642 million in 2011, representing a 23 percent increase over the period. This increase was mainly due to the increase in the average spot price of gold. The average spot price of gold was $1,572 per ounce during 2011, $345 per ounce, or 28 percent, higher than $1,227 per ounce in 2010. The year on year increase in revenue was partially offset by reduced gold production of 184,000 ounces in 2011 when compared to 2010. The majority of product sales consisted of US dollar-denominated gold sales.

Total revenues from the South African operations increased by $320 million to $2,596 million from $2,276 million in 2010, mainly as a result of the increase in the average spot price of gold. This increase was offset by the reduced gold production at the South African operations (1,624,000 ounces in 2011 compared to 1,785,0001,784,000 ounces in 2010).

Total revenues from the Continental Africa operations increased by $658 million to $2,529 million from $1,871 million in 2010, mainly as a result of the increase in the average spot price of gold and the treatment of higher tonnes and higher grade material at Geita.

Total revenue from the Australian operation at Sunrise Dam decreased from $468 million in 2010 to $389 million in 2011. The decrease in revenue was mainly due to the decrease in production of 150,000 ounces in 2011.

Total revenues from the Americas operations increased from $1,125 million in 2010 to $1,499 million in 2011 mainly as a result of the increase in the average spot price of gold and an increase in gold produced from 842,000 attributable ounces in 2010 to 891,000 ounces in 2011.

Production costs

Production costs increased from $2,656 million in 2010 to $2,977 million in 2011, which represents a $321 million, or 12 percent increase. The production costs of most of the operations increased in 2011. The increase was mainly as a result of an increase in rehabilitation and operational costs including labor, consumables and power. Operational cost increases were mainly due to annual labor cost increases and increased contractor costs at Sunrise Dam, power tariff increases mainly in South Africa and at AngloGold Ashanti Córrego do Sítio Mineração in Brazil and higher rehabilitation costs that were recorded at Obuasi in Ghana and Serra Grande in Brazil.

Exploration costs

Exploration costs increased from $206 million in 2010 to $279 million in 2011 mainly due to higher prefeasibility expenditure at La Colosa in Colombia, additional exploration at Tropicana in Australia and Mongbwalu in the Democratic Republic of the Congo, as well as increased exploration activities in Guinea, the Solomon Islands and marine exploration areas. For a discussion of AngloGold Ashanti’s exploration activities in 2011, see “Item 4B.: Business overview – Global exploration”.

Royalties

Royalties paid by AngloGold Ashanti increased from $142 million in 2010 to $193 million in 2011, mainly due to payments of royalties under the South African Mineral and Petroleum Resources Act and the higher average spot price of gold. Royalties recorded by the South African mines increased from $38 million in 2010 to $73 million in 2011. Royalties in Argentina increased from $21 million in 2010 to $27 million in 2011 as a result of higher average spot prices of gold. In Argentina, royalties are payable to Fomicruz, a Statestate owned company in the Santa Cruz Province, being the minority shareholder of the Cerro Vanguardia operation and are calculated as a percentage of revenues. Royalties paid in Tanzania amounted to $23 million in 2011 compared to $13 million in 2010. Royalties in Tanzania increased due to the higher production and the higher gold price.

Depreciation, depletion and amortization

Depreciation, depletion and amortization expense increased by $69 million or 10 percent, to $789 million in 2011 when compared to $720 million recorded in 2010. This increase was mainly due to increases in depreciation, depletion and amortization expense in Tanzania (Continental Africa) and the Americas from $55 million and $152 million, respectively, incurred in the year ended December 31, 2010 to $82 million and $173 million, respectively, for the same period of 2011 mainly as a result of higher production and changes in estimated useful life of assets which are used in the calculation of depreciation, depletion and amortization.

Impairment of assets

In 2011, AngloGold Ashanti recorded impairments amounting to $17 million compared to $91 million in 2010. This was mainly due to the impairment of Savuka, waste wash plant at Kopanang and abandoned shaft pillar development at Tau Tona in South Africa during 2011 and the write-off of assets at Obuasi in Continental Africa. Tau Tona and Savuka were impaired due to changes in the mine plan resulting in areas being abandoned and safety related concerns. See “Note 5 Costs and expenses: Impairment of assets” to the consolidated financial statements for additional information.

Interest expense

Interest expense increased by $27 million to $178 million in 2011, compared to $151 million recorded in 2010. The increase is mainly due to interest charges for the full year on the rated bonds and mandatory convertible bonds which were issued in April 2010 and September 2010, respectively, partially offset by lower interest paid due to the repayment of the 2009 Term Facility during 2010. Interest expense recorded in the year ended December 31, 2010 includes $8 million related to accelerated amortization of fees on canceled debt facilities cancelled.facilities.

Accretion expense

Accretion expense of $28 million was recorded in 2011 compared with $22 million in 2010. Accretion relates to the unwinding of discounted future rehabilitation obligations to present values and increases in the reclamation obligations to its future estimated payout.

Employment severance cost

Employment severance costs decreased to $15 million in 2011 from $23 million in 2010. Employment severance costs recorded for the year ended December 31, 2011 relates to retrenchments in the South Africa region at Great Noligwa, Kopanang, TauTona and Mponeng and in Continental Africa reflecting rationalization of operations.

Profit/(loss)loss on sale of assets, realization of loans, indirect taxes and other

In 2011, the Company recorded a profit of $43 million compared to a profit of $3 million recorded in 2010. The profit in 2011 mainly related to royalties received from Newmont Mining Corporation (2009 sale of Boddington Gold mine sale)mine) and Franco Nevada Corporation (2011 sale of royalty stream in Ayanfuri mine). These profits were partially offset by the impairment of investments, the loss on disposal of land, equipment and assets, mineral rights and exploration properties, reassessment of indirect taxes payable and Black economic empowerment transaction restructuring costs.

The profit in 2010 mainly related to profit on sale of investments held in B2Gold Corporation and Red 5 Limited, an insurance claim recovery at Savuka mine and royalties received. These profits waswere partially offset by the mandatory convertible bond underwriting and professional fees, the loss on disposal of land, equipment and assets, mineral rights and exploration properties and reassessment of indirect taxes payable in Tanzania, Brazil, Guinea and South Africa.

Non-hedge derivative (gain)/loss and movement on bonds

Non-hedge derivative (gain)/loss

A gain on non-hedge derivatives of $83 million was recorded in 2011 compared to a loss of $703 million in 2010 (which included normal purchase and sale exempted (“NPSE”) contracts re-designated to non-hedging instruments in previous years) relating to the use of non-hedging instruments. These represent derivatives not designated in formal hedge accounting relationships. The change in fair value of these derivatives areis recorded each period in the income statement.

The net gain recorded for the year ended December 31, 2011 relates to the fair value movements of the conversion features of convertible bonds amounting to $84 million and the revaluation of non-hedge derivatives resulting from changes in the prevailing forward gold price, exchange rates, interest rates and volatilities during the year amounting to a loss of $1 million.

During 2010, the Company eliminated its gold hedge book. The loss on scheduled hedge book maturities during 2010 was $277 million. Loss on non-hedge derivatives included a realized loss of $2,698 million related to the final tranche of the accelerated hedge buy-back that commenced in September 2010 and was concluded on October 7, 2010. The final phase of hedge restructuring was funded with proceeds from the equity offering and the mandatory convertible bonds in September 2010, as well as cash from internal sources and debt facilities.

The loss on non-hedge derivatives recorded for the year ended December 31, 2010 relates to the accelerated hedge book settlement, normal realized losses on non-hedge derivatives, the fair value movement of the conversion features of convertible bonds and the revaluation of non-hedge derivative that resulted from changes in the prevailing spot gold price, exchange rates, interest rates, volatilities and non-performance risk during 2010.

The hedge buy-back and re-designation of contracts (effected in 2009) resulted in an increase in current non-hedge derivative liabilities and a consequential loss recorded in (gain)/loss on non-hedge derivatives. During 2010, the opening balance of the derivative liability of $556 million further declined by $131 million in fair value, before all these contracts were settled for $687 million.

Non-hedge derivatives recorded for the years ended December 31, 2011 and 2010 included:

 

  Year ended December 31,   Year ended December 31, 
  2011 2010   2011 2010 
  (in US Dollars, million)   (in US Dollars, million) 

Loss on realized non-hedge derivatives

       2,975     -   2,975 

Loss/(gain) on unrealized non-hedge derivatives

      (2,273)     1   (2,273

Fair value (gain)/loss on option component of convertible bonds

   (84)        (84  1 
  

 

 

   

 

 

 

Net (gain)/loss

   (83)    703     (83  703 
  

 

 

   

 

 

 
Movement on bonds         
  Year ended December 31,   Year ended December 31, 
  2011 2010   2011 2010 
  (in US Dollars, million)   (in US Dollars, million) 

Fair value (gain)/loss on mandatory convertible bonds

   (113)    83    (113  83 

Fair value movements on the mandatory convertible bonds were based on to the ex interest NYSE closing price of these bonds.

   

Fair value movements on the mandatory convertible bonds were based on the ex interest NYSE closing price of these bonds.

   

Equity income in associates

Equity income in equity method investments increased from $40 million in 2010 to $59 million in 2011, mainly as a result of the increase in revenue from gold sales at Sadiola and Morila mines in Mali from $143 million and $117 million, respectively, in 2010 to $189 million and $157 million, respectively, in 2011. The increase was mainly due to the increase in the average spot price of gold for 2011.

Taxation expense/benefitexpense

A net taxation expense of $705 million was recorded in 2011 compared to $255 million in 2010. Charges for current tax in 2011 amounted to $406 million compared to $117 million in 2010. The increase in the tax charge in 2011 is mainly due to higher income as a result of the higher gold price and losses having been fully utilized during the current year in South Africa and Tanzania. Charges for deferred tax in 2011 amounted to a net tax expense of $299 million compared to $138 million in 2010. The increase in the deferred tax charge in 2011 is mainly due to the reversal of deferred tax credits on losses utilized in South Africa, Geita and the Americas. Refer to “Note 7 – Taxation” of the consolidated financial statements.

Comparison of financial performance in 2010 with 2009

Revenues

Revenues from product sales and other income increased by $1,447 million from $3,955 million in 2009 to $5,402 million in 2010, representing a 37 percent increase over the period. This increase was mainly due to the increase in the average spot price of gold. The average spot price of gold was $1,227 per ounce during 2010, $253 per ounce, or 26 percent, higher than $974 per ounce in 2009. In addition, included in the 2009 gold income, were normal purchase and sale exempted (NPSE) contract losses which from July 2009 onwards were redesignated at fair value on the balance sheet and reported under the loss from non-hedge derivatives. The year on year increase in revenue was partially offset by reduced gold production of 84,000 ounces in 2010 when compared to 2009. The majority of product sales consisted of US dollar-denominated gold sales.

Total revenues from the South African operations increased by $589 million to $2,276 million from $1,687 million in 2009, mainly as a result of the increase in the average spot price of gold. This increase was offset by the reduced gold production at the South African operations (1,785,000 ounces in 2010 compared to 1,797,000 ounces in 2009).

Total revenues from the Americas operations increased from $804 million in 2009 to $1,125 million in 2010 mainly as a result of the increase in the average spot price of gold and an increase in gold produced from 816,000 attributable ounces in 2009 to 842,000 ounces in 2010.

Total revenues from the Continental Africa operations increased by $420 million to $1,871 million from $1,451 million in 2009, mainly as a result of the increase in the average spot price of gold and the treatment of higher tonnes and higher grade material at Geita.

Total revenue from the Australian operation at Sunrise Dam increased from $239 million in 2009 to $468 million in 2010 mainly due to the increase in the average spot price of gold. Average recovered grade increased from 2.87 grams per tonne in 2009 to 3.22 grams per tonne in 2010.

Production costs

Production costs increased from $2,229 million in 2009 to $2,656 million in 2010, which represents a $427 million, or 19 percent increase. The production costs of most of the operations increased in 2010. The increase was mainly as a result of an increase in operational costs including labor, consumables and power and the increase in the rehabilitation provision. The increase in production costs was partially offset by the effects of cost saving initiatives.

South Africa continued to grapple with steeply rising (31 percent) electricity tariffs, effective from July 2009. On February 24, 2010 Eskom Holdings Limited, the state-owned utility, was also granted permission by the National Energy Regulator to raise prices annually by a further average 25 percent for each of the next three years to fund the construction of new power generation capacity. This will significantly increase the cost structure of AngloGold Ashanti’s South African operations which currently account for approximately 40 percent of annual production. In 2010 power costs increased by $71 million of which $51 million was in South Africa.

Production costs in Tanzania (Continental Africa) marginally decreased from $261 million in 2009 to $256 million in 2010. This was due to a decrease in consumables used and the effects of cost saving initiatives.

Exploration costs

Exploration costs increased from $150 million in 2009 to $206 million in 2010 mainly due to higher prefeasibility expenditure at La Colosa in Colombia, Tropicana in Australia and Mongbwalu in the Democratic Republic of the Congo. For a discussion of AngloGold Ashanti’s exploration activities in 2010, see “Item 4B.: Business overview – Global exploration”.

General and administrative

General and administrative expenses increased from $158 million in 2009 to $228 million in 2010, mainly due to higher labor costs, the roll out of Project ONE business improvement initiatives, the implementation of a global security framework, corporate office costs, consultancy fees and the strengthening of the rand relative to the US dollar.

Royalties

Royalties paid by AngloGold Ashanti increased from $84 million in 2009 to $142 million paid in 2010 mainly due to the introduction of the South African Mineral and Petroleum Resources Act of royalties payable in South Africa from March 1, 2010 as well as the high spot price of gold. Royalties recorded by the South African mines were $38 million in 2010. Royalties in Argentina increased from $16 million in 2009 to $21 million in 2010 as a result of higher spot prices of gold. In Argentina, royalties are payable to Fomicruz, a State owned company in the Santa Cruz Province, being the minority shareholder of the Cerro Vanguardia operation and are calculated as a percentage of revenues. Royalties paid in Ghana and Guinea amounted to $48 million in 2010 compared to $46 million in 2009. In Ghana, royalties are payable to the government at a fixed rate of 3 percent per annum based on revenue, as agreed to under the Stability Agreement entered into with AngloGold as part of the AngloGold Ashanti business combination. In Guinea, royalties are paid to the government, Union Miniere and the International Finance Corporation and are calculated as a percentage of revenues.

Depreciation, depletion and amortization

Depreciation, depletion and amortization expense increased by $105 million or 17 percent, to $720 million in 2010 when compared to $615 million recorded in 2009. This increase was mainly due to increases in depreciation, depletion and amortization expense in South Africa, Tanzania (Continental Africa) and the Americas from $281 million, $53 million and $111 million, respectively, incurred in the year ended December 31, 2009 to $357 million, $55 million and $152 million, respectively, for the same period of 2010 mainly as a result of changes in estimated lives of assets, as well as stronger local currencies. This was partially offset by a decrease in depreciation, depletion and amortization expense in Ghana (Continental Africa) which decreased from $101 million incurred in the year ended December 31, 2009 to $87 million in the same period in 2010 as a result of a decrease in gold production.

Impairment of assets

In 2010, AngloGold Ashanti recorded impairments amounting to $91 million compared to $8 million in 2009. The increase was mainly due to the impairment of Tau Lekoa (held for sale), Tau Tona and Savuka in South Africa during 2010, the write-off of assets at Iduapriem, Geita and Serra Grande in Brazil. Tau Tona and Savuka were impaired due to changes in the mine plan resulting in areas being abandoned and safety related concerns. Total impairment recognized for Tau Tona and Savuka during 2010 was $63 million. Following the classification of Tau Lekoa as held for sale, impairment testing was performed on the held for sale asset and since the estimated fair value did not support the carrying value, an impairment of $8 million was recorded. See “Note 5 Costs and expenses: Impairment of assets” to the consolidated financial statements for additional information.

Interest expense

Interest expense increased by $28 million to $151 million in 2010, compared to $123 million recorded in 2009. The increase is mainly due to interest on the rated bonds and mandatory convertible bonds, which was partially offset by lower interest paid due to the repayment of the 2009 Term Facility and $1.5 billion Revolving Credit Facility during 2010. Interest expense recorded in the year ended December 31, 2010 includes $8 million related to accelerated amortization of fees on debt facilities cancelled.

Accretion expense

Accretion expense of $22 million was recorded in 2010 compared with $17 million in 2009. Accretion relates to the unwinding of discounted future reclamation obligations to present values and increases in the reclamation obligations to its future estimated payout.

Employment severance cost

Employment severance costs increased to $23 million in 2010 from $14 million in 2009. Employment severance costs recorded for the year ended December 31, 2010 relates to retrenchments in the South Africa region reflecting rationalization of operations at Great Noligwa, Kopanang, TauTona and Mponeng.

Profit/loss on sale of assets, realization of loans, indirect taxes and other

In 2010, the Company recorded a profit of $3 million compared to a loss of $10 million recorded in 2009. The profit in 2010 mainly related to profit on sale of investments held in B2Gold Corporation and Red 5 Limited, an insurance claim recovery at Savuka mine and royalties received. These profits were partially offset by the mandatory convertible bond underwriting and professional fees, the loss on disposal of land, equipment and assets, mineral rights and exploration properties and reassessment of indirect taxes payable in Tanzania, Brazil, Guinea and South Africa.

The loss in 2009 mainly related to the impairment of Pamodzi Gold debtor in South Africa whose operations were liquidated during October 2009, a loss on consignment stock and reassessment of indirect taxes payable in Tanzania, Brazil and Guinea being offset by the profit on disposal of the indirect 33.33 percent joint venture interest in Boddington Gold mine in Australia to Newmont Mining Corporation.

Non-hedge derivative loss

A loss on non-hedge derivatives of $703 million was recorded in 2010 compared to a loss of $1,452 million in 2009 (which included normal purchase and sale exempted (“NPSE”) contracts re-designated to non-hedging instruments during the period) relating to the use of non-hedging instruments. These represent derivatives not designated in formal hedge accounting relationships. The change in fair value of such derivatives is recorded each period in the income statement.

During 2010, the Company eliminated its gold hedge book. The loss on scheduled hedge book maturities during 2010 was $277 million. Loss on non-hedge derivatives includes a realized loss of $2,698 million relating to the final tranche of the accelerated hedge buy-back, that commenced in September 2010 and was concluded on October 7, 2010. The final phase of hedge restructuring was funded with proceeds from the equity offering and the mandatory convertible bonds in September 2010, as well as cash from internal sources and debt facilities.

Therefore, the loss on non-hedge derivatives recorded for the year ended December 31, 2010 relates to the accelerated hedge book settlement, normal realized losses on non-hedge derivatives, the fair value movement of the conversion features of convertible bonds and the revaluation of non-hedge derivatives resulting from changes in the prevailing spot gold price, exchange rates, interest rates, volatilities and non-performance risk during 2010.

During 2009, the Company embarked on a hedge buy-back that resulted in the accelerated settlement of both non-hedge and forward gold contracts qualifying for the normal purchases and sales exemption (which permits the Company to not record such amounts in its financial statements until the maturity date of the contract) under which the Company had committed to deliver a specified quantity of gold at a future date in exchange for an agreed price. Of the total hedge buy-back cost of $797 million, the majority, being $580 million, related to contracts previously designated as NPSE, which allowed them to be accounted for off-balance sheet in prior periods. A further $217 million was also incurred in accelerating the cash settlement of existing non-hedge derivative contracts that were not previously designated as NPSE contracts. However, as a result of the accelerated cash settlement of the NPSE contracts during July 2009, the FASB ASC guidance on derivatives and hedging necessitated a review of the continuing designation of, and accounting treatment for, the remaining NPSE contracts that were not part of the accelerated settlement. As the Company continued to consider alternatives to reduce its outstanding gold derivatives position in future periods including, where appropriate, the accelerated settlement of contracts previously qualifying for the NPSE designation, management concluded, in accordance with the provisions of the FASB ASC guidance, to re-designate all remaining NPSE contracts as non-hedge derivatives and to account for such contracts at fair value on the balance sheet with changes in fair value accounted for in the income statement.

The impact in July 2009 of the related re-designation of the contracts discussed above resulted in an increase in the current non-hedge derivative liability and a consequential loss on non-hedge derivatives of $543 million. During the remainder of 2009, the contracts that were previously NPSE designated experienced a further fair value decline (recorded in loss on non-hedge derivatives) of $143 million, settlements of $130 million and thus resulted in a $556 million derivative liability balance as of December 31, 2009. During 2010, the contracts had a further fair value decline of $131 million, before all these contracts were settled for $687 million throughout the year.

Non-hedge derivatives recorded for the years ended December 31, 2010 and 2009 included:

   Year ended December 31, 
   2010  2009 
   (in US Dollars, million) 

Loss on realized non-hedge derivatives

   2,975   543 

Loss/(gain) on unrealized non-hedge derivatives

   (2,273  876 

Fair value loss on option component of convertible bonds

   1   33 
  

 

 

 

Net loss

   703   1,452 
  

 

 

 

Movement on bonds

 

   
   Year ended December 31, 
   2010  2009 
   (in US Dollars, million) 

Fair value loss on mandatory convertible bonds

   83   -  

Fair value movements on the mandatory convertible bonds relate to the ex interest NYSE closing price of these bonds.

   

Equity income in associates

Equity income in equity method investments decreased from $88 million in 2009 to $40 million in 2010, mainly as a result of a decrease in revenue from gold sales at Yatela and Morila mines in Mali from $89 million and $135 million, respectively, in 2009 to $71 million and $117 million, respectively, in 2010. The decrease was mainly due to a decrease in production in 2010 compared to 2009. The decrease in production was partially offset by the increase in the average spot price of gold for 2010.

Taxation expense/benefit

A net taxation expense of $255 million was recorded in 2010 compared to a net tax benefit of $33 million recorded in 2009. Charges for current tax in 2010 amounted to $117 million compared to $166 million in 2009. The decrease in the current tax charge in 2010 mainly related to tax benefits on losses relating to the early hedge settlement and tax benefits relating to prior year in South Africa. This decrease was partly offset by an increase in the tax charge due to higher income as a result of the higher gold price. Charges for deferred tax in 2010 amounted to a net tax expense of $138 million compared to a net tax benefit of $199 million in 2009. The increase in the deferred tax charge in 2010 is mainly related to the reversal of deferred tax on unrealized non-hedge derivative losses. Refer to “Note 7 – Taxation” of the consolidated financial statements for deductible temporary differences expected to reverse.

5B.

LIQUIDITY AND CAPITAL RESOURCES

In the board’s opinion, AngloGold Ashanti’s working capital is sufficient to meet the Company’s present requirements.

Operating activities

2012

Net cash provided by operating activities was $1,700 million in 2012, lower than the 2011 amount of $2,550 million. The decrease in net cash provided by operations was mainly as a result of higher costs and lower revenues.

Net cash outflow from operating working capital items amounted to $195 million in 2012, compared with an outflow of $131 million in 2011.

2011

Net cash provided by operating activities was $2,550 million in 2011, higher than the 2010 amount of $1,038 million. The increase in net cash provided by operations was mainly as a result of an increase in the average spot price of gold received during 2011 and the elimination of the hedge book in 2010.

Net cash outflow from operating working capital items amounted to $131 million in 2011, compared with an outflow of $314 million in 2010.

2010

Net cash provided by operating activities was $1,038 million in 2010, higher than the 2009 amount of $443 million. The increase in net cash provided by operations was mainly as a result of an increase in the gold price received during 2010.

Net cash outflow from operating working capital items amounted to $314 million in 2010, compared with an outflow of $21 million in 2009.

Investing activities

2012

Investing activities in 2012 resulted in a net cash outflow of $2,651 million, an increase of $1,048 million from an outflow of $1,603 million in 2011. Additions to property, plant and equipment increased to $1,758 million in 2012 compared to $1,393 million in 2011. The acquisition of First Uranium (Pty) Limited resulted in a cash outflow of $335 million in 2012.

2011

Investing activities in 2011 resulted in a net cash outflow of $1,603 million, which is a decrease of $284 million from an outflow of $1,887 million in 2010. Additions to property, plant and equipment increased to $1,393 million in 2011 compared to $973 million in 2010. Investing activities for non-hedge derivatives maturing resulted in an outflow of $nil million in the year ended December 31, 2011 compared to an outflow of $984 million for the same period in 2010.

2010Financing activities

Investing2012

Net cash generated by financing activities in 2010 resulted in a net cash outflowthe year ended December 31, 2012 amounted to an inflow of $1,887$736 million, which is an increase of $1,619$1,055 million from an outflow of $268 million in 2009. Investing activities for non-hedge derivatives maturing resulted in an outflow of $984$319 million in the year ended December 31, 2010 compared2011. Cash inflows from proceeds from loans in 2012 amounted to an outflow$1,432 million and included $200 million drawn down on the $1.0 billion four-year syndicated loan facility, $750 million proceeds on the bonds issued in July 2012 to fund ongoing capital projects as well as $262 million drawn down on the A$600 million syndicated loan for general corporate purposes, principally on the Tropicana project.

Cash outflows from repayment of $18debt of $217 million during the year ended December 31, 2012 included the repayment of $200 million on the $1.0 billion four-year syndicated loan facility and normal scheduled loan repayments of $17 million. Cash outflows for the same periodacquisition of the remaining 50 percent stake of Serra Grande mine in 2009. Proceeds receivedBrazil amounted to $215 million.

Dividends paid increased from the sale of assets decreased from $1,142$169 million in 20092011 to $69$236 million in 2010 due to2012. Dividends are proposed and approved by the inclusionboard of directors of AngloGold Ashanti, based on the sale of Boddington 2009.

Financing activitiesCompany’s financial performance.

2011

Net cash generated by financing activities in the year ended December 31, 2011 amounted to an outflow of $319 million, which is a decrease of $549 million from an inflow of $230 million in the year ended December 31, 2010. Cash inflows from proceeds from loans in 2011 amounted to $109 million and included gross proceeds of $100 million raised from the $1 billion Syndicatedsyndicated loan facility.

Cash outflows from repayment of debt of $268 million during the year ended December 31, 2011 included the capital repayment of $99 million towards the FirstRand Bank Limited loan facility, $150 million towards the $1.0 billion syndicated loan facility and normal scheduled loan repayments of $19 million.

Dividends paid increased from $117 million in 2010 to $169 million in 2011. Dividends are proposed and approved by the board of directors of AngloGold Ashanti, based on the Company’s financial performance. During the third quarter of 2011, the Company changed theits frequency of dividend payments to quarterly, rather than half-yearly.

2010

During the second and third quarter of 2010, AngloGold Ashanti completed the following key financing transactions, namely:

The issue of two rated US dollar bonds maturing in 10 and 30 years aggregating $1.0 billion. The net proceeds of $983 million were applied to repay and cancel amounts drawn under the $1.15 billion syndicated loan facility and the 2009 Term Facility;

The entering of a four year unsecured Syndicated loan facility with a group of banks for $1.0 billion of which $950 million remained undrawn as at December 31, 2010;

The entering of a ZAR1.5 billion ($222 million) short-term loan from FirstRand Bank Limited, of which $107 million was drawn as at December 31, 2010, to fund, in part, the closing of the hedge book; and

The raising of aggregate net proceeds of $1,562 billion in equal parts of a dual tranche capital raising comprising equity and three-year mandatory convertible bonds in order to, together with cash and drawings from credit facilities, fund the elimination of the hedge book.

Net cash generated by financing activities in the year ended December 31, 2010 amounted to an inflow of $230 million, which is a decrease of $73 million from an inflow of $303 million in the year ended December 31, 2009. Cash inflows from proceeds from loans in 2010 amounted to $2,316 million and included gross proceeds of $994 million raised from the rated bonds issued during April 2010, $789 million raised from mandatory convertible bonds during September 2010, $326 million raised from the Firstrand Bank Limited loan facility raised and $170 million raised from the $1 billion Syndicated loan facility. Financing activities for non-hedge derivatives maturing resulted in an outflow of $1,065 million in the year ended December 31, 2010 compared to an inflow of $35 million for the same period in 2009. Debt issuance costs paid during the year ended December 31, 2010 included $26 million on the mandatory convertible bonds and $13 million on the rated bonds.

Cash outflows from repayment of debt of $1,642 million during the year ended December 31, 2010 included the capital repayment of $1,060 million towards the $1.15 billion syndicated loan facility during June 2010, $250 million towards the 2009 Term Facility, $200 million towards the FirstRand Bank Limited loan facility, $120 million towards the $1.0 billion syndicated loan facility and normal scheduled loan repayments of $12 million.

Dividends paid increased from $56 million in 2009 to $117 million in 2010.

Liquidity

AngloGold Ashanti’s revenues are derived primarily from the sale of gold produced at its mines. Cash generated by operating activities is therefore the function of gold produced sold at a specific price. The market price of gold can fluctuate widely, which impacts the profitability of the Company’s operations and the cash flows generated by these operations.

AngloGold Ashanti’s cash and cash equivalents increaseddecreased to $892 million at December 31, 2012 compared with $1,112 million at December 31, 2011 compared with $586 million at December 31, 2010 (which includes $11 million for held for sale assets).2011. In accordance with South African Reserve Bank regulations, cash generated by South African operations is held in rands and is therefore subject to exchange controls. At December 31, 2011, approximately 502012, 77 percent of the Company’s cash and cash equivalents werewas held in US dollars, 3613 percent werewas held in South African rands and 1410 percent werewas held in other currencies.

On May 22, 2009, the Company concluded an issue of convertible bonds, in the aggregate principal amount of $732.5 million at an interest rate of 3.5 percent convertible into ADS of AngloGold Ashanti at an initial conversion price of $47.6126. The conversion price is subject to standard weighted average anti-dilution protection. The convertible bonds were issued by AngloGold Ashanti Holdings Finance plc, a finance company subsidiary wholly-owned by AngloGold Ashanti Limited. The business of AngloGold Ashanti Holdings Finance plc is to issue debt securities to finance the activities of AngloGold Ashanti Limited and its subsidiaries and associates. AngloGold Ashanti Limited has fully and unconditionally guaranteed the convertible bonds issued by AngloGold Ashanti Holdings Finance plc. There are no significant restrictions on the ability of AngloGold Ashanti Limited to obtain funds from its subsidiaries by dividend, loan or advances. The convertible bonds mature on May 22, 2014.

On April 22,28, 2010, the Company announced the pricing ofcompleted an offering of a $700 million 10-year note and a $300 million 30-year note. The offering closed on April 28, 2010. The notes were issued by AngloGold Ashanti Holdings plc, a wholly ownedwholly-owned subsidiary of AngloGold Ashanti Limited, and are fully and unconditionally guaranteed by AngloGold Ashanti Limited. The notes are unsecured and interest is payable semi-annually at a rate of 5.375 percent on the $700 million bond and 6.50 percent on the $300 million bond. The bonds are payable in April 2020 and April 2040, respectively.

In September 2010, the Company issued mandatory convertible bonds at a coupon rate of 6 percent due in September 2013. The conversion of the mandatory convertible bonds into ADSs was subject to shareholder approval, which was granted in October 2010. These bonds are convertible into a variable number of shares ranging from 18,140,000 at a share price equal to or lesser than $43.50, to 14,511,937 at a share price equal to or greater than $54.375, each as calculated in accordance with the formula set forth in the indenture and subject to adjustment. Concurrent with the mandatory convertible bonds offering was an equity offering which resulted in the issue of 18,140,000 shares at an issue price of R308.37 per share. Total gross proceeds of $789 million were received from each of these offerings. The mandatory convertible bonds issued during 2010 are not included in basic earnings per ordinary share as they contain features that could result in their settlement in cash and therefore do not meet the definition of an equity instrument. The principal of this bond will be settled by the issue of shares as mentioned earlier and only the interest payments will be settled in cash.

On December 22, 2011, AngloGold Ashanti Australia Limited, a wholly-owned subsidiary of AngloGold Ashanti Limited, entered into a four year revolving credit facility of A$600 million with a syndication of banks. Interest is charged at BBSY plus 2 percent per annum. Each of AngloGold Ashanti Limited together withand AngloGold Ashanti Holdings plcplc. has each guaranteed all payments and other obligations of AngloGold Ashanti Australia Limited under the facility. Amounts may be repaid and reborrowedredrawn under the facility during its four year term. No draw down was made during 2011 under the facility. An amount of $266 million was drawn down during the year ended December 31, 2012 under the facility. A committmentcommitment fee of 50 percent of the applicable margin (i.e. 1 percent) is payable quarterly in arrears on the undrawn portion of the facility. This facility will be used to fund general working capital requirements.

On July 20, 2012, AngloGold Ashanti Holdings plc and development costs associated with mining operations in Australia.

During 2012, approximately $32 millionAngloGold Ashanti USA Inc., each a wholly-owned subsidiary of AngloGold Ashanti’s debt is scheduled to mature, consisting mainlyAshanti Limited, as borrowers, and AngloGold Ashanti Limited entered into a $1.0 billion five-year unsecured revolving credit facility with a syndicate of interest payablelenders which replaced its existing $1.0 billion syndicated facility maturing in April 2014. AngloGold Ashanti Limited, AngloGold Ashanti Holdings plc. and AngloGold Ashanti USA Inc. each guaranteed the obligations of the borrowers under the Ratedfacility. Amounts may be repaid and redrawn under the facility during its five-year term. Amounts outstanding under the facility bear interest at LIBOR plus a margin that varies based on the credit rating of AngloGold Ashanti Limited. No draw down was made during 2012 under the facility. A commitment fee of 0.525 percent is payable quarterly in arrears on the undrawn portion of the facility.

On July 30, 2012, the Company completed an offering of $750 million aggregate principal amount of 5.125 percent notes due 2022. The notes were issued by AngloGold Ashanti Holdings plc, a wholly-owned subsidiary of the Company. The notes are unsecured and fully and unconditionally guaranteed by AngloGold Ashanti Limited.

On February 18, 2013, AngloGold Ashanti Limited entered into a syndicated bridge loan facility agreement pursuant to which a syndicate of banks agreed to make available $750 million to AngloGold Ashanti Holdings plc. In the event that AngloGold Ashanti Limited chooses to draw on the loan, the proceeds are to be applied towards the repayment of the $732.5 million 3.5 percent convertible bonds and the Navachab Lewcor Mining contract loan.due May 2014 issued by AngloGold Ashanti Holdings Finance plc.

AngloGold Ashanti intends to finance its capital expenditure and debt repayment requirements in 20122013 from cash on hand, cash flow from operations, existing credit facilities and, potentially, if deemed appropriate, long-term debt financing, the issuance of equity and equity linked instruments.

Short-term debt

AngloGold Ashanti’s short-term debt decreasedincreased to $859 million at December 31, 2012 from $32 million at December 31, 2011 from $135 million at December 31, 2010.2011. Included in the short-term debt at December 31, 2011,2012, were:

 

$588 million payable under the mandatory convertible bonds, which are convertible into ADSs in September 2013 (interest charged at 6 percent per annum; the bonds are US dollar-based);

$84 million payable under the Senior Floating Rate Notes (DMTNP) (interest charged at 5.815 percent per annum; the notes are ZAR-based);

$59 million payable under the FirstRand Bank Limited demand facility and is ZAR-based;

$36 million payable under the Senior Fixed Rate Notes (DMTNP) (interest charged at 5.365 percent per annum; the notes are ZAR-based);

$16 million in interest payable under the $750 million 10-year bond (interest charged at 5.125 percent per annum; the bonds mature in August 2022 and are US dollar-based);

$8 million is payable under the Navachab Lewcor Mining contract loan (interest charged at 8.40 percent per annum; the loan matures in April 2015 and is Namibian dollar-based);

$7 million in interest payable under the $700 million 10-year bond (interest charged at 5.375 percent per annum; the bonds are repayablemature in April 2020 and are US dollar-based); and

$4 million in interest payable under the $300 million 30-year bond (interest charged at 6.50 percent per annum; the bonds are repayablemature in April 2040 and are US dollar-based); and

$8 million payable under the Navachab Lewcor Mining contract loan (interest charged at 8.40 percent per annum; the loan is repayable by April 2015 and is Namibian dollar-based).

Long-term debt

AngloGold Ashanti’s long-term debt decreasedincreased to $2,750 million at December 31, 2012 compared with $2,473 million at December 31, 2011 compared with $2,602 million at December 31, 2010.2011. As at December 31, 2011,2012, the Company’s long-term borrowings included:

Unsecured loans:

 

$994 million outstanding under the $700 million 10 year10-year and $300 million 30 year30-year rated bonds issued April 2010 (interest charged at 5.375 percent and 6.50 percent, respectively, per annum; the bonds are repayablemature in April 2020 and April 2040, respectively, and are US dollar-based).;

The fair value of $758$745 million outstanding under the Mandatory Convertible Bondsrated bonds issued September 2010 (quarterly coupons are paidJuly 2012 (interest charged at 65.125 percent per annum; the bonds are convertible into ADS until their maturitymature in September 2013August 2022 and are US dollar-based). The principal of this bond will be settled by the issue of shares as mentioned earlier and only the interest payments will be settled in cash.;

$659686 million outstanding under the convertible bonds issued on May 22, 2009 (interest charged at 3.50 percent per annum; the bonds are convertible, at holders’ option, into ADS up to May 2014 and are US dollar-based); and

$266 million outstanding under the A$600 million syndicated revolving credit facility (interest charged at BBSY plus 2 percent per annum; the loan matures in December 2015 and is Australian dollar-based).

Secured capital leases:

 

$2914 million is repayable to Navachab Lewcor Mining Contract for equipment financed (interest charged at a rate of 8.4 percent per annum. Loans are repayablemature in April 2015 and are Namibian dollar-based. The equipment financed is used as security for these loans).;

$3330 million is repayable to Turbine Square Two (Proprietary) Limited for buildings financed (interest charged at an implied rate of 9.8 percent per annum, lease payments are payable in monthly installments terminating in March 2022, are rand-based and the buildings financed are used as security for these loans).;

$109 million is repayable to California First National Bank (Interest charged at an average rate of 2.4 percent per annum. Loans are repayable in monthly installments terminating in December 2019 and are US dollar-based. The equipment financed is used as security for these loans); and

$5 million is repayable to Caterpillar Financial Services Corporation (Interest charged at an average rate of 5.46 percent per annum. Loans are repayable in monthly installments terminating in January 2015 and are US dollar-based. The equipment financed is used as security for these loans.)loans).

As at December 31, 2011,2012, AngloGold Ashanti’s total long-term debt, including the short-term portion maturing within 2011,2012, was made up as follows:

 

    $ (million) 

Unsecured loans

   2,4292,724  

Secured capital leases

   7673  

Total

   2,5052,797  

Less: Short-term maturities

   3247  

Long-term debt

   2,4732,750  

Debt maturities are scheduled as follows:

 

  $ (million)   $ (million) 

2012

   32  

2013

   773     859  

2014

   673     703  

2015

       273  

2016

        

2017

    

Thereafter

   1,021     1,765  

Total

   2,505     3,609  

At December 31, 20112012, the currencies in which the borrowings were denominated were as follows:

 

    $ (million) 

United States dollars

   2,4373,107 

Australian dollars

266  

South African rands

   33210  

Brazilian real

   64  

Namibian dollars

   2922  

Total

   2,5053,609  

Repayments of short-term and long-term borrowings amounted to $118$2 million and $150$215 million, respectively, in 2011.2012.

At December 31, 2011,2012, AngloGold Ashanti had the following undrawn amounts available under its borrowing facilities:

 

    $ (million) 

Syndicated Loan Facility ($1,01.0 billion) – US dollar

   1,000  

Syndicated Loan Facility (A$600 million) – Australian dollar

   617 

FirstRand Bank Limited – US dollar

50 

Absa Bank Limited – US dollar

42 

Nedbank Limited – US Dollar

2359  

FirstRand Bank Limited – rands

   14 

Standard Bank of South Africa Limited – rands

23 

Nedbank Limited – rands

13 

Absa Bank Limited – rands

430  

Total undrawn

   1,7651,389  

AngloGold Ashanti had no other committed lines of credit as of December 31, 2011.2012.

As of December 31, 2011,2012, the Company was in compliance with all debt covenants and provisions related to potential defaults.

AngloGold Ashanti, through its executive committee, reviews its short, medium and long-term funding, treasury and liquidity requirements and positions monthly. The Audit Committee also reviews these on a quarterly basis at its meetings.

Commitments and contingencies

For a detailed discussion of commitments and contingencies, see note 20 to the consolidated financial statements “Commitments and contingencies”.

As at December 31, 2011,2012, capital commitments(1) and contingencies can be summarized over the periods shown below as follows:

 

  Expiration per period   Expiration per period 

Commitment

(in millions)

  Total
amount
$
   

Less than

1 year

$

   1 – 3
years
$
   4 – 5
years
$
   Over 5
years
$
   Total
amount
$
   

Less than
1 year

$

   1 – 3
years
$
   4 – 5
years
$
   Over 5
years
$
 

Capital expenditure

   1,330    1,253    77    -     -     3,317    1,609    1,708    -     -  

(contracted and not yet contracted)(1)

                    

Guarantees

   2,848    12    1,527    -     1,309    3,970    803    736    266    2,165 

Other commercial commitments(2)

   463    334    68    42    19    745    643    65    25    12 

Total

   4,641    1,599    1,672    42    1,328    8,032    3,055    2,509    291    2,177 

(1)Including commitments through contractual arrangements with equity accounted joint ventures of $14 million (2010: $12 million).$749 million.

(2)Excludes commitments through contractual arrangements with equity accounted joint ventures.

Derivatives accounted for at fair value

In the normal course of its operations, the Company is exposed to gold and other commodity price, currency, interest rate, liquidity and non-performance risk, which includes credit risk. The Company is also exposed to certain by-product commodity price risk. In order to manage these risks, the Company may enter into transactions which make use of derivatives. The Company has developed a risk management process to facilitate, control and monitor these risks. The board approves and monitors this risk management process, inclusive of documented treasury policies, counterpart limits, controlling and reporting structures. The Company does not acquire, hold or issue derivatives for tradingspeculative purposes. Until 2010 the Company had utilized a number of derivatives as part of its hedging of these risks. In order to provide financial exposure to the rising spot price of gold and the potential for enhanced cash-flow generation the Company completed its final tranche of hedge buy-back program during 2010 and settled all forward gold and foreign exchange contracts that had been used by the Company in the past to manage those risks.

The estimated fair values of financial instruments are determined at discrete points in time based on relevant market information. The following table represents the change in fair value of all derivative financial instruments:

 

    $ (million) 

Fair value of derivatives at January 1, 20112012

   (175)(93)  

Option component of convertible bonds

   84

Embedded derivatives

(1)

Warrants on shares

(1)83  

Fair value of derivatives at December 31, 20112012

   (93)(10)  

The fair value of the on-balance sheet derivatives at December 31, 20112012 included:

 

    $ (million) 

Derivatives – non-current liabilities

   (93)(10)  

Derivatives – net liabilities

   (93)(10)  

The maturity of the fair value of derivatives as at December 31, 20112012 was as follows:

 

  Fair value of derivatives at December 31   Fair value of derivatives at December 31 
Source of fair value  Maturity   Maturity   Maturity   Maturity   Total   Maturity   Maturity   Maturity   Maturity   Total 
(in millions)  

less than

1 year

$

   

1 - 3

years

$

   

4 - 5

years

$

   

excess of

5 years

$

   

Fair

value

$

   

less than

1 year

$

   

1 - 3

years

$

   

4 - 5

years

$

   

excess of

5 years

$

   

Fair

value

$

 

Prices actively quoted

   -     -     -     -     -     -     -     -     -     -  

Prices provided by other external sources

   -     -     -     -     -     -     -     -     -     -  

Prices based on models and other valuation methods(1)

   -     (92)     -     (1)     (93)     -     (9)     -     (1)     (10)  

(1)Fair value of volatility-based instruments (i.e. options) areis calculated based on market prices, volatilities, credit risk and interest rates.

Recent developments

For a detailed discussion of recent developments, see note 29 to the consolidated financial statements “Subsequent events”.

Related party transactions

For a detailed discussion of related party transactions, see “Item 7B.: Related party transactions”.

Recently adopted accounting policies and pending adoption of new accounting standards

AngloGold Ashanti’s accounting policies are described in note 4 to the consolidated financial statements “Significant accounting policies”. Recently adopted accounting policies are described in note 2 to the consolidated financial statements “Accounting changes”. Recent pronouncements are described in note 4.27 to the consolidated financial statements “Recent pronouncements”.

Critical accounting policies

AngloGold Ashanti’s accounting policies are described in note 4 to the consolidated financial statements “Significant accounting policies”. The preparation of the Company’s financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. The following are considered to be the accounting policies that are most critical to the Company’s results of operations, financial condition and cash flows.

Use of estimates and making of assumptions

The most critical accounting estimates upon which AngloGold Ashanti’s financial reporting depends are those requiring estimates of Proven and Probable Reserves, recoverable ounces there from,therefrom, and/or assumptions of future gold prices. Such estimates and assumptions affect the value of inventories (which are stated at the lower of average cost or net realizable value) and the potential impairment of long-lived assets and intangibles as detailed below. These estimates and assumptions also affect the rate at which depreciation and amortization are charged to earnings. On an ongoing basis, management evaluates its estimates and assumptions; however, actual amounts could differ significantly due to the ultimate conclusion of uncertainties.

Ore reserves and life-of-mines

AngloGold Ashanti estimates on an annual basis its Ore Reserves at its mining operations. There are a number of uncertainties inherent in estimating quantities of reserves, including many factors beyond the Company’s control. Estimates of Ore Reserves are based upon engineering evaluations of assay values derived from samplings of drill holes and other openings. Additionally, declines in the market price of gold may render certain reserves containing relatively lower grades of mineralization uneconomic to mine. Further, availability of permits, changes in operating and capital costs, and other factors could materially and adversely affect Ore Reserves. The Company uses its estimates of Ore Reserves to determine the unit basis for mine depreciation and closure rates, and to evaluate mine asset impairments. Changes in estimates of Ore Reserves could significantly affect these items. At least annually, the Company reviews mining schedules, production levels and asset lives in the Company’s life-of-mine planning for all of the Company’s operating and development properties. Significant changes in the life-of-mine plans may occur as a result of mining experience, new ore discoveries, changes in mining methods and rates, process changes, investment in new equipment and technology and gold prices. Based on the life-of-mine analysis the Company reviews its accounting estimates and adjusts depreciation, amortization, reclamation costs and evaluation of each mine for impairment where necessary. Accordingly, this analysis and the estimates made therein have a significant impact on the Company’s results of operations and financial condition.

Drilling and related costs

Drilling and related costs incurred on sites without an existing mine and on areas outside the boundary of a known mineral deposit that contain proven and probable reserves are recorded as exploration expenditures and are expensed as incurred.

Drilling and related costs incurred to define and delineate a residual mineral deposit that has not been classified as proven and probable reserves at a development stage or production stage mine are capitalized when management determines that there is sufficient evidence that the expenditure will result in a future economic benefit to the Company in the accounting period when the expenditure is made. Management evaluates whether or not there is sufficient geologic and economic certainty of being able to convert a residual mineral deposit into a proven and probable reserve at a development stage or production stage mine, based on the known geologicgeology and metallurgy, existing mining and processing facilities, operating permits and environmental programs. Therefore, prior to capitalizing such costs, management determines that the following conditions have been met:

 

There is a probable future benefit;

AngloGold Ashanti can obtain the benefit and control access to it; and

The transaction or event giving rise to it has already occurred.

The Company understands that there is diversity in practice within the mining industry, in that some companies expense the drilling and related costs incurred to define and delineate residual mineral deposits that have not been classified as proven and probable reserves at a development stage or production stage mine. Had AngloGold Ashanti expensed such costs as incurred, net income, earnings per share and retained earnings would have been lower by approximately the following amounts:

 

000000000000000000000000000000
    2011     2010     2009     2012     2011     2010 

Net income ($ millions)

     10      27      16      34      10      27 

Earnings per share (cents)(1)

     3      7      4 

Earnings per share - basic(1) (cents)

     9      3      7 

Earnings per share - diluted(2) (cents)

     8      2      7 

Retained income – January 1 ($ millions)

     113      86      70      123      113      86 

Retained income – December 31 ($ millions)

     123      113      86      157      123      113 

(1)Impact per basic andearnings per common share.

(2)Impact per diluted earnings per common share.

Contingencies

AngloGold Ashanti accounts for contingencies in accordance with the FASB ASC guidance for contingencies. It requires the recording of an estimated loss for a loss contingency when information available indicates that it is probable that an asset has been impaired or a liability has been incurred, and the amount of the loss can be reasonably estimated. Accounting for contingencies such as legal and income tax matters requires the use of judgments to determine the amount to be recorded in the financial statements. By their nature, contingencies will only be resolved when one or more future events occur or fail to occur, and typically, those events will occur a number of years into the future. The Company assesses such contingent liabilities, which inherently involves the exercise of significant management judgment and estimates of the outcome of future events. Also, see “Taxation” discussed below.

Impairment of long-lived assets

AngloGold Ashanti’s long-lived assets include property, plant and equipment, acquired properties, goodwill and other tangible assets. In assessing the potential impairment of its long-lived assets held for use, the Company must make assumptions regarding estimated future cash flows and other factors relating to the respective assets. To the extent that the carrying value of the long-lived asset as recorded in the consolidated financial statements exceeds the undiscounted cash flows associated with these assets, an impairment charge is recognized in the consolidated financial statements based on the fair value of the asset. The Company performs impairment tests for goodwill at least annually during the fourth quarter and whenever certain indicators of impairment exist. Impairment calculation assumptions are included in notes to the consolidated financial statements – Note 5 - “Costs and expenses”.

Taxation

AngloGold Ashanti follows the liability method of accounting for deferred taxation whereby the Company recognizes the tax consequences of temporary differences by applying current statutory tax rates applicable to future years to differences between financial statement amounts and the tax bases of certain assets and liabilities. Changes in deferred tax assets and liabilities include the impact of any tax rate changes enacted during the year. Deferred tax is estimated at the future average anticipated taxation rates at which temporary differences are expected to reverse. Future average anticipated taxation rates are determined from revenue and expenditure outlined in life-of-mine business plans that are revised annually. When a deferred tax asset arises the Company reviews the asset for recoverability and establishes a valuation allowance where the Company determines it is more likely than not that such an asset will not be realized. These determinations are based on the projected realization of tax allowances and tax losses. If these tax assets are not to be realized, an adjustment to the valuation allowance would be required, which would be charged to income in the period that the determination was made.

If the Company determines that it would be able to realize tax assets in the future in excess of the recorded amount thereof, an adjustment to reduce the valuation allowance would be recorded as a credit to income in the period that the determination is made. Management classifies taxes payable based on the likelihood of the amount required to be settled within twelve months, which are then reported within current liabilities. All other taxes payable are recorded within non-current liabilities.

Provision for environmental rehabilitation

AngloGold Ashanti’s mining and exploration activities are subject to various laws and regulations governing the protection of the environment. The Company recognizes management’s best estimate for asset retirement obligations in the period in which they are incurred. Actual costs incurred in future periods could differ materially from the estimates. Additionally, future changes to environmental laws and regulations, life of mine estimates and discount rates could affect the carrying amount of this provision. Changes in Mineral Reserves could similarly affect the useful lives of assets depreciated on a straight-line-basis, where those lives are limited to the life of mine.

Discounted closure liabilities (excluding joint ventures) increased from $530 million in 2010 to $653 million in 2011.2011 to $758 million in 2012. This change is largely attributable to a change in mine plans resulting in accelerated cash flows, change in economic assumptions and discount rates, change in design of tailings storage facilities and change in methodology following requests from the Ghana Environmental Protection Agency.rates.

Ore on Leach Pads

The recovery of gold from certain oxide ores is achieved through the heap-leaching process. Under this method, ore is placed on leach pads where it is permeated with a chemical solution, which dissolves the gold contained in the ore. The resulting “pregnant” solution is further processed in a process plant where the gold is recovered. For accounting purposes, costs are added to leach pads based on current mining costs, including applicable depreciation, depletion and amortization relating to mining operations. Costs are removed from the leach pad as ounces are recovered in circuit at the leach plant based on the average cost per recoverable ounce of gold on the leach pad.

The engineering estimates of recoverable gold on the leach pads are calculated from the quantities of ore placed on the pads (measured tons added to the leach pads), the grade of ore placed on the leach pads (based on assay data) and a recovery percentage (based on metallurgical testing and ore type). Leach pad production cycles vary from several months to multiple years dependantdependent on the height of the heap leach pad. The increased height of the pad and the resultant associated lengthy transport time of the solution to the internal collection ponds from which the pregnant solution is pumped significantly increase the time from placement of ore to the ultimate gold recovery.

Although the quantities of recoverable gold placed on the leach pads are reconciled by comparing the grades of ore placed on pads to the quantities of gold actually recovered (metallurgical balancing), the nature of the leaching process inherently limits the ability to precisely monitor recoverability levels. As a result, the metallurgical balancing process is constantly monitored and the engineering estimates are refined based on actual results over time. Historically, AngloGold Ashanti’s operating results have not been materially impacted by variations between the estimated and actual recoverable quantities of gold on its leach pads. For operations with long-term leach production cycles, variations in recovery estimates from new metallurgical data or production variances would be accounted for as an adjustment to the recoverable ounces and the average cost per recoverable ounce of gold on the leach pad. Variations between actual and estimated quantities resulting from changes in assumptions and estimates that do not result in write-downs to net realizable value are accounted for on a prospective basis. The ultimate recovery of gold from a pad will not be known until the leaching process has been concluded.

The costs of materials currently contained on the leach pad are reported as a separate line item. As at December 31, 2012 and 2011, and 2010, $98$128 million and $91$98 million, respectively, was classified as short-term as the Company expects the related gold to be recovered within twelve months. The short-term portion of materials on the leach pad is determined by multiplying the average cost per ounce in inventory by the expected production ounces for the next twelve months. Heap-leach pad inventory occurs in two forms: (1) gold recoverable but yet to be dissolved (i.e. gold still in the ore), and (2) gold recoverable from gold dissolved in solution within the leach pad (i.e. pore water). This estimate calculation was used in determining the short-term portion of materials on the leach pad as at December 31, 2011.2012. As at December 31, 2011, $3932012, $445 million was classified as long-term compared with $331$393 million as at December 31, 2010.2011.

5C.

RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

Research and development expenditure included in the income statement amounted to $9 million, $1 million and $4 million during 2012, 2011 and $3 million during 2011, 2010, and 2009 respectively.

 

5D.

TREND INFORMATION

For a discussion of trends affecting AngloGold Ashanti’s business and operations, see “Item 5A.: Operating Results – Key factors affecting results”.

 

5E.

OFF-BALANCE SHEET ARRANGEMENTS

AngloGold Ashanti does not engage in off-balance sheet financing activities, and does not have any off-balance sheet debt obligations, special purpose entities or unconsolidated associates. The most significant off-balance sheet item is the unaccrued future rehabilitation obligations.

See note 19 to the consolidated financial statements “Provision for environmental rehabilitation”.

5F.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

As at December 31, 20112012 AngloGold Ashanti had the following known contractual obligations:

 

Contractual obligations                                          
    Less than         More than 
  Total 1 year   1-3 3-5   5 years   Total Less than
1 year
   1-3 3-5   More than
5 years
 
        years years             years years     
(in millions)  $ $   $ $   $   $ $   $ $   $ 

Long-term debt obligations including interest(1)

   3,631   152    1,721   126    1,632    4,946   1,008    1,256   205    2,477 

Capital lease obligations

   105   20    38   12    35    96   20    31   14    31 

Operating lease obligations

   25   23    2   -     -     32   22    5   2    3 

Purchase obligations

                

- Contracted capital expenditure(2)

   202   202    -    -     -     1,075   1,075    -    -     -  

- Other purchase obligations(3)

   463   334    68   42    19    745   643    65   25    12 

Environmental rehabilitation costs(4)

   2,542   57    113   72    2,300    2,984   40    89   128    2,727 

Derivatives(5)

   (93  -     (92  -     (1   (10  -     (9  -     (1

Pensions and other post retirement medical obligations(6)

   178   14    31   32    101    197   14    29   32    122 

Uncertain taxes(7)

   78   -     40   -     38    53   15    26   -     12 

Total

   7,131   802    1,921   284    4,124    10,118   2,837    1,492   406    5,383 

 

(1) 

Interest calculations are at the rate existing at the year end. Actual rates are set at floating rates for some of the debt (Refer Note 18 of Item 18). Certain of these obligations will be settled by the issue of equity, refer to “Item 5B.: Liquity and capital resources”.

(2) 

Represents contracted capital expenditure for which contractual obligations exist. Amounts stated include commitments of equity accounted joint ventures.

 

(3) 

Other purchase obligations represent contractual obligations for mining contract services, purchase of power, supplies, consumables, inventories, explosives and activated carbon. Amounts stated exclude purchase obligations of equity accounted joint ventures.

 

(4) 

Operations of gold mining companies are subject to extensive environmental regulations in the various jurisdictions in which they operate. These regulations establish certain conditions on the conduct of operations by AngloGold Ashanti. Pursuant to environmental regulations, AngloGold Ashanti is also obligated to close theirits operations and reclaim and rehabilitate the lands upon which it conducted its mining and gold recovery operations. The present estimated closure costs at existing operating mines and mines in various stages of closure are reflected in this table. For more information of environmental rehabilitation obligations, see "Item“Item 4B.: Business overview - Mine site rehabilitation and closure"closure” and "Item“Item 4B.: Business overview - Environmental, health and safety matters”. Amounts stated include a total estimated liability of $57$61 million in respect of equity accounted joint ventures.

(5) 

Estimated fair value of all derivatives. Also see “Item 5B.: Liquidity and capital resources – Derivatives accounted for at fair value”. Amounts stated include derivatives of equity accounted joint ventures.

 

(6) 

Represents payments for unfunded plans or plans with insufficient funding.

 

(7) 

Certain of the uncertain tax positions will prescribe in 2013, 2014 and 2014.2015.

ITEM 6: DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

 

6A.

DIRECTORS AND SENIOR MANAGEMENT

Directors

AngloGold Ashanti has a unitary board structure which comprises two executive directors and eightten non-executive directors. Certain information with respect to AngloGold Ashanti’s directors as at December 31, 20112012 is set forth below:

 

Name  Age  Position  Year first
appointed (1)
  Age  Position  Year first
appointed (1)

Mark Cutifani

  53  Executive director and chief executive officer  2007  54  Executive director and chief executive officer  2007

SrinivasanVenkatakrishnan

  46  Executive director, and chief financial officer  2005  47  Executive director, and chief financial officer  2005

Tito T Mboweni(3)

  52  Independent non-executive director and chairman  2010  53  Independent non-executive director and chairman  2010

Frank B. Arisman(2)

  67  Independent non-executive director  1998  68  Independent non-executive director  1998

Rhidwaan Gasant(2)

  52  Independent non-executive director  2010  53  Independent non-executive director  2010

Nozipho January-Bardill (2)

  61  Independent non-executive director  2011  62  Independent non-executive director  2011

Michael J. Kirkwood

  65  Independent non-executive director  2012

William (Bill) A Nairn

  67  Independent non-executive director  2001  68  Independent non-executive director  2001

Lumkile W (Wiseman) Nkuhlu(2)

  67  Independent non-executive director  2006/2009  68  Independent non-executive director  2006/2009

Ferdinand Ohene-Kena

  75  Independent non-executive director  2010  76  Independent non-executive director  2010

Sipho M Pityana

  52  Independent non-executive director  2007

Sipho M Pityana(4)

  53  Independent non-executive director  2007

Rodney J. Ruston

  62  Independent non-executive director  2012

 

(1)

Directors who do not have a contract of employment with the company (non-executive directors) serve for a period of three years unless re-elected. At each annual general meeting, directors appointed since the previous annual general meeting are required to retire, but are eligible for re-election. In addition, one-third of the non-executive directors (rounded down to the next whole number), must retire according to seniority or by lot but may be re-elected.

(2)

Member of the Audit and Corporate Governance committee.

(3)

Appointed as chairman with effect from June 1, 2010.

(4)

With effect from February 19, 2013 S. Pityana is no longer independent, refer Item 7B.: - “Related Party Transactions”.

NON-EXECUTIVE CHAIRMAN:

Mr TT Mboweni (52)(53)

BA, MA (Development Economics)

Chairman and independent non-executive director

Tito Mboweni was appointed to the board and as Chairman of AngloGold Ashanti on June 1, 2010. He is chairman of the Nominations and Transformation and Human Resources Development committees and a member of the Investment, Remuneration, Financial Analysis and Party Political Donations committees. He has a long and outstanding record of public service. As LaborLabour Minister from 1994 to 1998, Mr MboweniTito was the architect of South Africa’s post-apartheid labor legislation which today continues to provide the basis for the mutually respectful labor relationships central to AngloGold Ashanti’s operational approach in South Africa. He was the eighth Governor of the South African Reserve Bank from 1999 to 2009, and Chancellor of the University of the North from 2002 to 2005. He is also non-executive chairman of Nampak Limited and an international adviser to Goldman Sachs. Mr MboweniTito is a founder member of Mboweni Brothers Investment Holdings. He is also chairman of the fund raising committee of the Nelson Mandela Children’s Hospital and a trustee and chairman of the finance committee of the Thabo Mbeki Foundation. He is chairman of AngloGold Ashanti’s Nominations Committee and isIn December 2012, he was elected as a member of the Investment, Financial Analysis and Party Political Donations committees.National Executive Committee of the African National Congress.

EXECUTIVE DIRECTORS:

Mr M Cutifani (53)(54)

BE (Mining Engineering)

Chief Executive Officer

Mark Cutifani was appointed to the board of AngloGold Ashanti on September 17, 2007 and as Chief Executive Officer on October 1, 2007. He iswas chairman of the Executive Committee and a member of the TransformationSocial, Ethics and Transformation; Human Resources Development; Safety, Health and Sustainable Development; Risk and Information Integrity; Party Political Donations Committee; and Investment Committees. Mark has considerable experience in gold mining, having been associated with the industry since 1976. He has had responsibility across six countries, mining and marketing more than 25 commodities. Prior to joining AngloGold Ashanti, he was Chief Operating Officer at CVRD Inco, a Toronto-based company, where he was responsible for Inco’s global nickel business. Mr Cutifani left AngloGold Ashanti on March 31, 2012 to assume the CEO position at Anglo American plc. Mr AM O’Neill (who was appointed to the board of directors on February 20, 2013) and Mr S Venkatakrishnan will be acting CEOs until such time as a suitable replacement is found.

Mr S Venkatakrishnan (Venkat) (46)(47)

BCom, ACA (ICAI)

Chief Financial Officer

Venkat joined AngloGold Ashanti on July 1, 2004, having been Chief Financial Officerchief financial officer at Ashanti Goldfields Company Limited (Ashanti) until that company’s merger with AngloGold Limited in May 2004. He was appointed to the board on August 1, 2005, is a member of the Executive, Risk and Information Integrity, and Investment Committeescommittees, and is invited to attend meetings of the Audit and Corporate Governance Committee. Venkat has extensive financial experience, having been a director in the reorganization services division of Deloitte & Touche in London prior to joining Ashanti in 2000. VenkatHe is a member of the audit committee of the World Gold Council and has recently been appointed tois a member of the Financial Reporting Investigation Panel, an advisory panel of the JSE. Venkat led the team that eliminated a 12 million ounce hedge book at an attractive average price, generating significant value for the company. He was also the key executive behind rebuilding the balance sheet through a series of successful and innovative financings that included debt, convertible debt and equity. His efforts to secure an international investment grade rating for AngloGold Ashanti and then to successfully defend that rating after a wave of industrial unrest in South Africa, have helped AngloGold Ashanti retain a competitive cost of capital. As the lead executive on all M&A activity, he has successfully negotiated a series of acquisitions and disposals, including the $1 billion sale of the Boddington stake to Newmont and the sale of Tau Lekoa to Simmer & Jack. (Acquisitions have largely been bolt-on in nature and value accretive.) Venkat became joint acting CEO of AngloGold Ashanti effective April 1, 2013.

NON-EXECUTIVE DIRECTORS:

Mr FB Arisman (67)(68)

BA (Finance), MSc (Finance)

Independent non-executive director

Frank Arisman joined the board of AngloGold Ashanti on April 1, 1998. He is chairman of the Financial Analysis and Investment Committees, and a member of the Safety, Health and Sustainable Development; Audit and Corporate Governance; Nominations; Risk and Information Integrity; and Remuneration Committees. Frank, who resides in the United States, has a rich background in management and finance through his experiences at JPJ.P. Morgan where he held various positions prior to his retirement.

Mr R Gasant (52)(53)

CA (SA)

Independent non-executive director

Rhidwaan Gasant was appointed to the board of AngloGold Ashanti on August 12, 2010. He is chairman of the Risk and Information Integrity Committee and a member of the Audit and Corporate Governance, Nominations and Financial Analysis Committees. He is the former Chief Executive Officer of Energy Africa Limited and sits on the board of international companies in the MTN Group. He is currently chief executive officer of Rapid African Energy Holdings, a start-up oil and gas exploration company focused on Africa.

Mrs NP January-Bardill (61)(62)

BA (Education)(UBCS), MA (Applied Linguistics)

Independent non-executive director

Nozipho January-Bardill was appointed to the board of AngloGold Ashanti on October 1, 20112011. She chairs the Social, Ethics and Transformation Committee and is a member of the Audit and Corporate Governance, Safety, Health and Sustainable Development, Party Political Donations, Nominations Committees.and Transformation and Human Resources Development committees. She recently retired from the MTN Group where she served ason several of the company’s subsidiary boards and was an Executive Director and spokesperson andexecutive director on the boards of a number of operations in the MTN footprint.its main board. She is a former South African Ambassador to Switzerland, Lichtenstein and the Holy See, and former Deputy Director General, Human Capital Management, and Head of the Foreign Service Institute in the then Department of Foreign Affairs (now DIRCO). She was reappointed as memberthe Department of the UN Expert Committee on the Elimination of Racism, Racial Discrimination, XenophobiaInternational Relations and Related Intolerances for a four-year period from 2012-2015 (previously from 2000-2008)Co-operation). She is currently the founder and executive director of Bardill & Associates, a consulting company focusing on strategic communications, high-level government relations and stakeholder management. She also serves on the boards of Credit Suisse Securities, Johannesburg, Multi Motion Fuels (Pty) Ltd and the Health and Welfare SETA, which she chairs. She was reappointed to the United Nations Expert Committee on the Elimination of Racial Discrimination, Xenophobia and Related Intolerances for the period 2012-2016.

Mr MJ Kirkwood (65)

AB, Stanford, (Engineering Econosystems Management)

Independent non-executive director

Michael Kirkwood joined the board on June 1, 2012 and is a member of the Investment, Remuneration, Social, Ethics and Transformation and Nominations committees. He is a highly experienced and respected former international banker, having worked at the highest levels of Citigroup during his 30-year career with the bank. He is currently chairman of Circle Holdings plc, sits on the boards of UK Financial Investments Ltd and Eros International plc, and is senior advisor (former chairman) of Ondra Partners LLP.

Mr WA Nairn (67)(68)

BSc (Mining Engineering)

Independent non-executive director

Bill Nairn has been a member ofwas appointed to the board of AngloGold Ashanti since January 1,in 2000 as an alternate director and on May 16, 2001 as a permanent non-executive director. He chairs the Remuneration Committee and is a member of the Safety, Health and Sustainable Development; Transformation and Human Resources Development; Investment; Party Political Donations; Risk and Information Integrity; Nominations and Nominations Committees.Social, Ethics and Transformation committees. Bill, a mining engineer, has considerable technical experience, having been the Group Technical Director of Anglo American plc until 2004 when he retired from the company. Having completed the three-year coolingcooling-off period, Billhe is now considered an Independent Non-executive Directorindependent non-executive director of AngloGold Ashanti.

Prof LW Nkuhlu (67)(68)

BCom, CA (SA), MBA (New York University)

Independent non-executive director

Wiseman Nkuhlu was first appointed to the board on August 4, 2006.2006 and resigned on April 30, 2009. He has been thewas reappointed on June 1, 2009. He is chairman of the Audit and Corporate Governance Committee since May 5, 2007, having served as deputy chairman from August 4, 2006. Heand also serves as a member of the Financial Analysis;Analysis, Investment, Nominations, Risk and Information Integrity;Integrity, Safety, Health and Sustainable Development; Nominations,Development, Social, Ethics and Transformation, Party Political Donations;Donations, and Remuneration Committees.committees. Wiseman, a respected South African academic, educationist, professional and business leader, served as Economic Adviser to the former President of South Africa, Mr Thabo Mbeki, and as Chief Executive of the Secretariat of the New Partnership for Africa’s Development (NEPAD) from 2000 to 2005. From 1989 to 2000, he served as a director onto a number of major South African companies, including Standard Bank, South African Breweries, Old Mutual, Tongaat Hulett, BMW and JCI. Wiseman was President of the South African Institute of Chartered Accountants from 1998 to 2000, and Principal and Vice Chancellor of the University of Transkei from 1987 to 1991. He is also a member of the board of Datatec Limited. He was elected President of the Geneva-based International OrganizationOrganisation of Employers (IOE) in May 2008 for a period of two years. He is currently a member of the Financial Crisis Advisory Groupboard of directors of Datatec Limited, Rothschild SA and the Ethics Institute of South Africa. He serves on the Audit and Risk Committee of Datatec Limited and is a trustee of the International AccountingFinancial Reporting Standards Board (IASB) and the Financial Accounting Standards Board (FASB).Foundation.

Mr F Ohene-Kena (75)(76)

MSc (Engineering), DIC and ACSM

Independent non-executive director

Ferdinand (Fred) Ohene-Kena was appointed to the board of AngloGold Ashanti on June 1, 2010. He is the former Ghanaian Minister of Mines and Energy and is currently a member of the Ghana Judicial Council. He is the chairman of the Ghana Minerals Commission and a member of the President’s Economic Advisory Council. Mr Ohene-Kena is a member of the Safety, Health and Sustainable Development; Transformation and Human Resources Development; and Nominations Committees.

Mr SM Pityana (52)(53)

BA (Hons) (Essex), MSc (London), Dtech (Honoris) (Vaal University of Technology)

Independent non-executive director

Sipho Pityana joined the board of AngloGold Ashanti on February 13, 2007. He is the chairman of the Safety, Health and Sustainable Development Committee and is a member of the Remuneration, Party Political Donations, Investment, Nominations, Financial Analysis, Risk and Information Integrity, Social, Ethics and Transformation and the Transformation and Human Resources Development Committees. Sipho has extensive experience in management and finance, and has occupied strategic roles in both the public and private sectors, including that of Director General of the national departments of both labor and foreign affairs. He was formerly a senior executive of Nedbank Limited and is currently the Executive Chairman of Izingwe Holdings (Proprietary) Limited, a local empowerment group and a significant investor in mining, engineering, infrastructure and logistics, and AngloGold Ashanti’s BEE partner. He serves as a Non-executive Director on the boards of several other South African companies.

Mr RJ Ruston (61)(62)

MBA, Business, BE (Mining)

Independent non-executive director

Rodney Ruston was appointed to the board of AngloGold Ashanti on January 1, 2012. He is a member of the Investment, Safety, Health and Sustainable Development, Risk and Information Integrity, Nominations and the Social, Ethics and Transformation committees. Rodney, a mining engineer, has over 35 years of experience in the resources industry. He is currently the Presidentchief executive of County Coal Limited, an Australian-listed company which he joined in June 2012. He was previously chief executive officer and CEOpresident of North American Energy Partners Inc., a large Canadian mining and construction contracting company listed on the NYSE and the TSX.

Board and Executive Committee movements during 20112012 and subsequent to year end

Mrs N P January-BardillThe following movements in the board of directors, the Executive Committee and the position of company secretary took place during the period January 1, 2012 to December 31, 2012, and subsequent to year-end:

Mr RJ Ruston was appointed as a member ofto the board with effect from January 1, 2012;

Mr MJ Kirkwood was appointed to the board with effect from June 1, 2012;

Mr RL Lazare retired from the company and as a member of the AuditExecutive Committee with effect on March 31, 2012;

Mr MD MacFarlane was appointed Executive Vice President – Business Strategy and Corporate Governancea member of the Executive Committee with effect from October 1, 2011.June 11, 2012;

In termsMr D Noko was appointed Executive Vice President – Social and Sustainable Development and a member of the company’s memorandumExecutive Committee on June 15, 2012;

Ms L Eatwell retired as company secretary effective August 31, 2012;

Ms ME Sanz Perez, Group General Counsel was appointed company secretary with effect from September 1, 2012;

Mark Cutifani, Chief Executive Officer, resigned with effect from March 31, 2013;

Sipho Pityana was reclassified as a non-executive director with effect from February 19, 2013. Refer Item 7B.: “Related Party Transactions”;

Until a new Chief Executive Officer is appointed, the board has asked Chief Financial Officer, Srinivasan Venkatakrishnan, and articles of association, there is no mandatory retirement ageExecutive Vice President: Business and Technical Development, Tony O’Neill, to act as joint interim Chief Executives. Venkat will be responsible for non-executive directors. Non-executive directors do not hold service contracts with the company.all finance and corporate functions and Tony for all operations, projects (including ERP and procurement) and technical functions; and

In accordance with the articles of association of AngloGold Ashanti, all non-executive directors must retire at least once every three years by rotation and may be re-elected by shareholders. At the annual general meeting held on May 11, 2011, Mr W A Nairm and Mr S M Pityana who retired by rotation made themselves available for re-election and wereTony O’Neill was appointed by shareholders at the annual general meeting.

At the annual general meeting held on May 11, 2011, Mr T T Mboweni, Mr F Ohene-Kena and Mr R Gasant who were all appointedan executive director to the board since the last annual general meeting, retiredwith effect from the board in terms of the company’s articles of association, and having made themselves available for election to the board, were appointed by the shareholders.February 20, 2013.

Board movements subsequent to year-end

On January 1, 2012, Mr R J Ruston joined the board.

EXECUTIVE COMMITTEE

Day-to-day management of the group’s affairs is vested in the Executive Committee, which is chaired by the Chief Executive Officer and comprises 12 members, four of whom head the regional operations.13 members. The committee’s work is supported by country and regional management teams. Given the importance of Colombia to AngloGold Ashanti, it was decided to restructure the work in Colombia under a dedicated EVP to manage the creation of a new social and sustainable mining model that delivers on the expectations of the people of Colombia and which creates frameworks for our Colombian business to be successful over the long term. Charles Carter has taken on the role of EVP – Colombia, reporting directly to the Chief Executive Officer, while retaining his accountability for AngloGold Ashanti’s investor relations and financial public relations portfolio. During the year under review, threetwo new members, Mike O’Hare, Ria SanzMacFarlane and Italia Boninelli,David Noko, were appointed to the committee.

The committee met monthly to discuss operational matters and review the programs and activities being implemented to advance the achievement of the set of strategic goals on safety, asset portfolio-, financial-, people- and environmental management as well as stakeholder engagement.

In addition to Mr M Cutifani and Mr S Venkatakrishnan, the two executive directors, the following make up the Executive Committee. The business experience and functions of the executive committee members of AngloGold Ashanti, as at December 31, 2011people are as follows.

AngloGold Ashanti has determined that all members of the Executive Committee are “prescribed officers” within the meaning of section 66(10) and regulation 38 of the Companies Act of 2008.Committee.

Ms I Boninelli (55)(56)

MMA (Psychology), post-graduate diploma in Labor Relations

Executive Vice President – People and Organizational Development

Italia Boninelli joined AngloGold Ashanti on October 15, 2010 as Senior Vice President: Human Resources, Strategy and Change Management and was appointed to the Executive Committee on December 1, 2011 where she is responsible for the company’s people strategy, transformation and change management initiatives. Italia has more than 25 years’ experience in human resources, marketing communications, customer relationship management and business transformation, in a variety of industries including mining, manufacturing, healthcare and banking. She is a registered industrial psychologist with the Health Professions Council of South Africa, holds a masters degree in psychology and a post-graduate diploma in labor relations.

Dr CE Carter (49)(50)

BA (Hons), DPhil, EDP

Executive Vice President – Business StrategyColombia and Investor Relations

Charles Carter has worked in the mining industry in South Africa and the United States since 1991, in a range of corporate roles with Anglo American Corporation, RFC Corporate Finance and AngloGold Ashanti. He has recently taken on executive responsibility for the company’s business in Colombia. Prior to this he was appointed Executive Vice President – Business Strategy, in December 2007 and is currently responsible for corporate strategyCorporate Strategy and business planning, risk management,Business Planning, Risk Management, Project One implementation and Corporate Human Resources. He retains accountability for AngloGold Ashanti’s investor relations and Project ONE implementation.financial public relations activities.

Mr RN Duffy (48)(49)

BCom, MBA

Executive Vice President – Continental Africa

Richard Duffy joined Anglo American in 1987 and in 1998 was appointed Executive Officer and Managing Secretary of AngloGold. In November 2000, he was appointed Head of Business Planning and in 2004 assumed responsibility for all new business opportunities globally. In April 2005, this role was expanded to include greenfields exploration. He was appointed to the Executive Committee in August 2005. Richard was appointed Executive Vice President – Continental Africa in July 2008.

Mr GJ Ehm (55)(56)

BSc Hons, MAusIMM, MAICD

Executive Vice President – Australasia

Graham Ehm has, since 1979, gained diverse experience in mine operations and project management, covering the nickel, phosphate, copper, uranium and gold sectors. He was appointed General Manager of Sunrise Dam gold mine in 2000, Regional Head – Australia in 2006 and Executive Vice President – Australasia in December 2007. He assumed the role of Executive Vice President – Tanzania on June 1, 2009 and during August 2010, resumed the position of Executive Vice President – Australasia.

Mr RW Largent (51)(52)

BSc (Mining Engineering), MBA

Executive Vice President – Americas

Ron Largent has been with AngloGold Ashanti since 1994.more than 30 years’ experience in the mining industry in both domestic and international operations as well as project management. He has served on the boardBoard of directors forDirectors of the Colorado Mining Association, Californiathe Nevada Mining Association and Nevadathe California Mining Association. He joined the company in 1994 as manager of gold operations for CC&V. He was named vice president and general manager of the Jerritt Canyon Joint Venture in 2000 and of CC&V in 2002. In 2001,January 2007, he was appointed General Manager ofnamed Vice President for the Cripple Creek & Victor gold mineNorth America Region and took up his current role aswas appointed Executive Vice President –President: Americas in December 2007.

Mr RL Lazare (55)

BA, HED, DPLR, SMPMD MacFarlane (56)

Executive Vice President – Business Strategy

Robbie Lazare joined Anglo American Gold and Uranium Division in 1982, working in a variety of management posts until 1999 when heMike MacFarlane was appointed General Manager of TauTona. In December 2004, heas a consultant responsible for leading the South Africa Region’s Technology Innovation Consortium and drive to a new deep level mining paradigm in South Africa. He was appointed an Executive Officer with responsibility for South African operations and in July 2008, Executive Vice President – Human Resources. From November 17, 2009, RobbieBusiness Strategy on June 11, 2012 and is accountable for Business Strategy and Planning, Risk Management and Project ONE, while also retaining a strategic guiding role for the South Africa Region’s Technology Innovation Project. Mike has a broad global mining experience, having previously been responsible for Vale’s Canadian mining operations, while also working on developing its sustainability approach. He has also worked in Australia with Mount Isa Mines.

Mr D Noko (55)

MBA; Post Graduate Diploma in Company Direction; Higher National Diploma – Engineering

Executive Vice President – Social and Sustainable Development

David Noko joined the group on June 15, 2012 and assumed responsibility for social and sustainable development. The sustainability portfolio incorporates employee and community health and safety, environmental care, community development, global security, human rights and public affairs. Prior to joining AngloGold Ashanti, David served as the managing director of his consulting firm, Cela Corp (Pty) Limited. He also held a host of directorships in JSE listed companies and was assigned to leaduntil recently Deputy Chairman of the board of Harmony Gold Mining Company Limited. He has strong local and international business leadership knowledge and experience acquired through operating across various business platforms both within and outside the mining industry. His career includes, among others, the role of managing director, De Beers Consolidated Mines Ltd; Vice President, Chamber of Mines of South Africa; Chief Executive Officer, Air Chefs (Pty) Ltd and senior positions at Pepsi Cola international and South African Breweries Ltd. He is a strategy reviewmember of the South African operations and is now responsible for the South Africa region.Institute of Directors.

Mr MP O’Hare (52)(53)

BSc Engineering (Mining)

Executive Vice President – South Africa Region

Mike O’Hare joined Anglo American in 1977, and has held a number of positions at various gold mining operations within the group. His roles have included General Manager of Kopanang (1993), Great Noligwa (2003), Head of Mining and Mineral Resource Management Underground (2006), Vice President: Technical Support (2008), Senior Vice President: Operations and Business Planning for South Africa (2010), and in 2011, he was appointed Executive Vice President – South Africa.Africa Region.

Mr AM O’Neill (54)(55)

BSc Engineering (Mining), MBA

Executive Vice PresidentDirector – Business and Technical Development

Tony O’Neill joined AngloGold Ashanti in July 2008 as Executive Vice President – Business and Technical Development, having consulted to the company prior to this on its asset portfolio strategy. He is a mining engineer with an MBA from the University of Melbourne. His extensive career in mining, since 1978 includedpredominantly in the rolesgold sector, has spanned almost 35 years, including his previous role as executive in charge of Executive – Operationsoperations at Newcrest Mining Limited and Executive General Manager forbefore that as the executive in charge of the gold atbusiness of Western Mining Corporation. Tony is a recognized global business and technical expert in the mining industry. He has led strategy development and delivery of significant turnarounds in large, complex and geographically diverse mining businesses, capitalizing on his deep understanding of the resources sector, its inputs, and conditions for success. As Executive Vice President – Business and Technical Development, Tony has had full accountability for a wide global portfolio ranging from exploration, innovation and improvement, strategy, mergers and acquisitions, asset management, business knowledge and information technology, supply chain and safety and the environment. With effect from February 20, 2013, Tony was appointed an executive director and together with Venkat, he became a joint acting CEO of AngloGold Ashanti effective April 1, 2013.

Ms ME Sanz (46)(47)

BCom LLB, H Dip Tax, Admitted Attorney

Group General Counsel and Company Secretary

Maria (Ria) Sanz joined AGA in June 2011 having worked in a number of industries and major corporate organizations. She has held legal roles at Investec Bank, Basil Read, Afrox and Sappi. She was also Group Head of Sustainability at Sappi. She is responsible for Group legal services as well as compliance and company secretarial functions.was appointed Company Secretary in September 2012.

Ms Y Simelane (46)(47)

BA LLB, FILPA, MAP, EMPM

Senior Vice President – Corporate Affairs

Yedwa Simelane joined AngloGold in November 2000 fromas Managing Secretary to the Mineworkers’ Provident Fund whereboard and Executive Committee. Prior to joining, she wasworked in financial services and gained experience in the Senior Manager of the fund.retirement funding industry. She was appointed an Executive Officerexecutive officer in May 2004 and Vice President – Government Relations in July 2008. In November 2009, she was appointedShe is currently Senior Vice President – Corporate Affairs, a position she assumed in November 2009, with responsibility for government relations, corporate communicationcommunications, marketing and marketing.the group’s sustainability reporting.

OFFICE OF THE COMPANY SECRETARY

Ms L Eatwell (57)

FCIS, FCIBM

Lynda Eatwell joined AngloGold Ashanti in 2000 as Assistant Company Secretary and was appointed Company Secretary in December 2006. She is responsible for ensuring statutory compliance and corporate governance requirements by AngloGold Ashanti and its subsidiaries. She also advises members of the board on their duties and responsibilities as directors.

COMPETENT PERSONS

As part of itits suite of annual reports, AngloGold Ashanti produces a Mineral Resource and Ore Reserve statement and all the information in this report that relates to Exploration Results, Mineral Resources and Ore Reserve is based on information compiled by the Competent Persons.

During the past decade, the company has developed and implemented a rigorous system of internal and external reviews of Exploration Results, Mineral Resources and Ore Reserves. A documented chain of responsibility exists from the Competent Persons at the operations to the Company’s Mineral Resource and Ore Reserve Steering Committee. Accordingly, the Chairman of the Mineral Resources and Ore Reserve Steering Committee, Mr V AVA Chamberlain, assumes responsibility for the Mineral Resource and Ore Reserve processes for AngloGold Ashanti and is satisfied that the Competent Persons have fulfilled their responsibility.

VA Chamberlain (49)(50)

MSc (Mining Engineering), BSc (Hons) (Geology), MAusIMM

Vaughan has 26 years27 years’ experience and holds a Bachelor of Science (Honors) degree in Geology from the University of Natal and a Masters degree in Mining Engineering from the University of the Witwatersrand. He started his career with Anglo American Corporation in 1987 as a geologist at Western Deep Levels East Mine (now TauTona mine). He joined AngloGold in 1998 and currently holds the position of Senior Vice President: Geology and Metallurgy and is chairman of the Mineral Resources and Ore Reserves Steering Committee.

6B.

COMPENSATION

REMUNERATION COMMITTEE

Remuneration Committee

The Remuneration Committee comprises independent non-executive directors and is responsible for evaluating the performance of executive directors and executive management, and for setting appropriate remuneration for such officerspurpose of the company.committee is to discharge the responsibilities of the board relating to all compensation, including equity compensation of the company’s executives. The committee establishes and administers the company’s executive remuneration with the broad objective of aligning executive remuneration with company performance and shareholder interests, setting remuneration standards aimed at attracting, retaining and motivating a competent executive team, linking individual pay with operational and company performance in relation to strategic objectives; and evaluating compensation of executives including approval of salary, equity and incentive based awards. The committee also considers and makes recommendations to shareholders on non-executive director’s fees.

The performance of eachthe executive directorteam, including the executive directors, is assessedconsidered relative to the prevailing business climate and market conditions, as well as to annual evaluations of the achievement of key predetermined targets.performance objectives. Bonuses paid to executive directorsthe executives are a reflection of the performance of each of the directorsexecutives and the company as a whole.

The members of the remuneration committee during 20112012 are reflected below:

Members

WA Nairn (Chairman)

FB Arisman

MJ Kirkwood (appointed October 1, 2012)

TT Mboweni

Prof LW Nkuhlu

SM Pityana

AllThe meetings of the committee are attended by the chief executive officer, chief financial officer and executive vice president – human resources,president: people and organizational development, except when their own remuneration or benefits are being discussed. The services of PricewaterhouseCoopers were retained to act as independent, expert advisers on executive remuneration.

Remuneration principles

The Remuneration Committee setsA holistic remuneration approach is followed which includes guaranteed pay (comprising base pay and monitors executive remuneration for the companybenefits) and ensures thatvariable pay practices meet all legislative(which is separated into long term incentives and governance requirementsshort term incentives). All elements play a key role in attracting and operates according to the following terms of reference:

Aligning executive and management remuneration with the company’s performance and shareholder interest;

Setting remuneration standards which attract, retain and motivate a competent executive and management team;

Linking individual pay with operational and the company’s performance in relation to strategic objectives; and

Evaluating compensation of executives including approval of salary, equity and incentive based awards.

retaining our people. To support them inthis philosophy we therefore:

Align the delivery of these objectives the remuneration policy is designed to address each of these objectives. The following principles remain in place to support this delivery:

To align the behaviourbehaviors and performance of theour senior management and executives with the strategic goals allof the organization, by offering competitive incentive plans havewith performance criteriagoals in place that align targets to shareholder interest;both their and our shareholders’ interests;

To attract, retain and motivate executives of the requisite caliber,Benchmark our executive remuneration is benchmarked against a comparator group of global and South African mining and multinational companies;multi-national companies. The comparator group is reviewed annually to ensure that it continues to be appropriate;

A large portionContinue to encourage the development of our employees to meet our business needs;

Ensure that our employees share in the executives’ pay is linked to the performancesuccess of the company and the creation of shareholder value;our company; and

On-going evaluation ofContinue to ensure that the executive pay elements ledcorrect governance frameworks are applied to the introduction of a cash-based retention scheme in 2008 with a three-year settlement period. This has not been renewed for the executives but rather the decision was taken to review the LTIP allocations in line with the outcomes of the market benchmarking exercises in 2011.all decisions and practices around remuneration throughout AngloGold Ashanti.

Through 2011 the following changes occurred to continue with the delivery of these principles:

Executive LTIP allocations were increased following the benchmarking review as follows:

    Previous maximum    Increased maximum
Designation  grant of basic salary    grant of basic salary

Chief executive officer

  120%    160%

Executive directors

  100%    140%

Executive management

  80%    100%

The Remuneration Committee approved a revised Remuneration Policy that was communicated and ratified at the May 2011 annual general meeting; and

A review was done on the existing change of control conditions and although the decision has been made to leave them in place due to the current economic environment and on-going change in the market, the Remuneration Committee requested an alignment of executive vice president notice periods to six months and change of control practices now include payment triggers and aligned terms.

The Remuneration Committee is comfortable that these principles continue to support the delivery of its objectives.

Remuneration processpolicy

How we determineThe remuneration

Executive remuneration policy is structureddesigned to be competitiveallow us to compete in a global market where growth and a scarcity inof key talentskills remain an obstacle. The focus is therefore to attract and retain these key skills are an on-going dilemma, whilst still recognizing that cost and shareholder value as keyare fundamental drivers inof the policy delivery.

Linking pay and performance for our executives is important and by having a large portion of executive pay defined as at risk pay, we are ensuring executive compensation is aligned with the overall performance of the company, the regions and the business units and that the executives have an overriding focus on safety, as a large percentage of their variable pay is directly linked to keeping our employees safe.

Total reward

Over the past few years, the demand for executives with mining-related skills and experience has increased. Fewer people have entered the mining industry globally which limits the talent supply. The company operates in a highly competitive market for executives and the attraction and retention of talented and experienced executives is one of the key objectives of the executive remuneration approach. AngloGold Ashanti has designed its executive remuneration program to emphasize performance-based incentives that reward its executives for the achievement of specific annual, medium and long-term business goals.

Executive directors do not receive payment of directors fees or committee fees.

Benchmarking

Our executives and non-executives are benchmarked against an identifieda global group of competitors. AngloGold Ashanti’s size and complexity as well as each executive individual executive’s role and personal performance are reviewed annually against the benchmark group from a base pay, benefits, guaranteed pay and variable pay perspective. The 2012 bespoke benchmark survey for 2011 was completed by PricewaterhouseCoopers, using bothGRS/ Mercer. For the 2013 annual increases (awarded effectively January 2013) the benchmark data as well as data providedgroup was modified, following on shareholder feedback, to a slightly smaller peer group of companies (11) that are more similar to AngloGold Ashanti in remuneration reports of the identified comparator group. To ensure that the correct amount of rigour is placed on the process the Remuneration Committee went to tender for a bespoke survey for the 2012 benchmarking processsize and selected Global Remuneration Solutions in collaboration with Mercer for the executive pay review comparison to market.geographic spread.

Our salary benchmarks are targeted at the market median, however,median; where there is a shortage of specialist and/or key technical skills higher than the benchmark median is paid, typically targeting the 75th percentile.

Annual increases for executives are effectiveEach executive’s role is individually sized to ensure the best match possible. The comparison is done on January 1,the same or similar roles irrespective of each year.

Executives are remunerated onplace of work (including a principlereview of base pay plus benefits; medical coverage, retirement/pensionpurchasing power parity between countries). Each component of remuneration (base salary, short-term incentives, long-term incentives and risk cover do however differ based on nationality, country legislationbenefits) is analysed and historic offerings. All executives are members of a retirement fund.

Executive directors do not receive payment of directors fees or committee fees.compared with the benchmarks and the overall package is reviewed accordingly.

Retirement benefits/pension

Retirement benefits are granted to all executives. All new executives and employees receive retirement benefits under defined contribution plans. Legacy defined benefit plans remain in place for some executives. Contributions vary from those prescribed by the USA 401(k) defined contribution fund, to the legacy defined benefit plan.

EXECUTIVE DIRECTORS’ AND EXECUTIVE MANAGEMENT REMUNERATION

2012

  All figures in $000(1)

 

  

 

LOGO

 

     

 

LOGO

 

  

 

LOGO

 

   

 

LOGO

 

   

 

LOGO

 

   

 

LOGO

 

   

 

LOGO

 

   

 

LOGO

 

  

 

LOGO

 

 

  M Cutifani

  Full year       1,713     359     351     57     2,480     2,800(10)   5,280  

  S Venkatakrishnan(6)

  Full year       1,063     314     209     522     2,108     2,283(10)   4,391  

  Total executive directors

           2,776     673     560     579     4,588     5,083   9,671  

  Prescribed officers

                    

 I Boninelli

  Full year       591     118     62     3     774     -    774  

 CE Carter(6)

  Full year       684     156     71     291     1,202     1,058(10)   2,260  

 RN Duffy(6)

  Full year       755     106     148     326     1,335     -    1,335  

 GJ Ehm(6)

  Full year       688     119     62     175     1,044     -    1,044  

 RW Largent(6)

  Full year       827     177     191     356     1,551     1,711   3,262  

 RL Lazare(6)(7)

      March 31, 2012   173     320     30     374     897     1,243   2,140  

 M MacFarlane(5)

  From June 01, 2012       379     42     27     -     448     -    448  

 DC Noko(9)

  From June 15, 2012       299     56     37     275     667     -    667  

 MP O’Hare

  Full year       687     126     134     48     995     -    995  

 AM O’Neill(6)

  Full year       1,453     328     39     257     2,077     -    2,077  

 ME Sanz Perez(8)

  Full year       481     101     50     96     728     -    728  

 YZ Simelane

  Full year       427     73     83     14     597     -    597  

  Total Prescribed Officers

   7,444     1,722     934     2,215     12,315     4,012   16,327  

  Total executive director and management remuneration 2012

   10,220     2,395     1,494     2,794     16,903     9,095   25,998  

2011

  All figures in $000(1)

 

  

 

LOGO

 

     

 

LOGO

 

  

 

LOGO

   

 

LOGO  

 

   

 

LOGO   

 

   

 

LOGO

 

   

 

 LOGO

 

   

 

LOGO

 

   

 

 LOGO

 

 

  M Cutifani

  Full year       1 735     1 150     317     634     3 836     -     3 836  

  S Venkatakrishnan

  Full year        1 074     609     163     411     2 257     -     2 257  

  Total executive directors(6)

        2 809     1 759     480     1 045     6 093     -     6 093  

  Prescribed officers

                   

 I Boninelli

  From November 1, 2011       103     323     11     1     438     -     438  

 CE Carter

  Full year       704     332     75     201     1 312     353     1 665  

 RN Duffy

  Full year       712     335     147     222     1 416     172     1 588  

 GJ Ehm(7)(9)

  Full year       586     279     83     326     1 274     833     2 107  

 RW Largent

  Full year       671     313     42     259     1 285     -     1 285  

 RL Lazare(7)(8)(9)

  Full year       707     634     138     567     2 046     1 001     3 047  

 MP O’Hare

  From June 1, 2011       357     287     71     534     1 249     284     1 533  

 AM O’Neill(7)

  Full year       1 608     624     132     151     2 515     -     2 515  

 ME Sanz

  From June 13, 2011       232     197     24     106     559     -     559  

 TML Setiloane

      To August 31, 2011   388     161     42     197     788     -     788  

 YZ Simelane

  Full year        440     194     83     23     740     720     1 460  

  Total Prescribed Officers

        6 508     3 679     848     2 587     13 622     3 363     16 985  

  Total top executive management remuneration 2011

   9 317     5 438     1 328     3 632     19 715     3 363     23 078  

2010

($000)

  

 

LOGO

 

     

 

  LOGO   

 

  

 

LOGO  

 

   

 

LOGO  

 

   

 

LOGO   

 

   

 

LOGO 

 

   

 

 LOGO

 

   

 

LOGO

 

   

 

 LOGO

 

 

All figures in $000(1)

  

 

LOGO

 

     

 

LOGO

 

  

 

LOGO

 

   

 

LOGO

 

   

 

LOGO

 

   

 

LOGO

 

   

 

LOGO

 

   

 

LOGO

 

   

 

LOGO

 

 

M Cutifani

  Full year       1,567     1,170     286     47     3,070     -     3,070    Full year       1,735     1,150     317     634     3,836     -     3,836  

S Venkatakrishnan

  Full year        961     681     179     303     2,124     -     2,124    Full year       1,074     609     163     411     2,257     -     2,257  

Total executive directors(6)

Total executive directors(6)

        2,528     1,851     465     350     5,194     -     5,194  

Total executive directors(6)

          2,809     1,759     480     1,045     6,093     -     6,093  

Prescribed officers

                                          

I Boninelli

  Appointed during 2011       -     -     -     -     -     -     -    From November 1, 2011       103     323     11     1     438     -     438  

CE Carter

  Full year       633     351     59     182     1,225     -     1,225    Full year       704     332     75     201     1,312     353     1,665  

RN Duffy

  Full year       665     283     130     204     1,282     -     1,282    Full year       712     335     147     222     1,416     172     1,588  

GJ Ehm(7)

  Full year       391     315     65     133     904     -     904    Full year       586     279     83     326     1,274     833     2,107  

RW Largent

  Full year       529     353     40     217     1,139     -     1,139    Full year       671     313     42     259     1,285     -     1,285  

RL Lazare(7)

  Full year       626     338     109     254     1,327     409     1,736    Full year       707     634     138     567     2,046     1,001     3,047  

MP O’Hare

  Appointed during 2011       -     -     -     -     -     -     -    From June 1, 2011       357     287     71     534     1,249     284     1,533  

AM O’Neill(7)

  Full year       1,209     545     269     117     2,140     -     2,140    Full year       1,608     624     132     151     2,515     -     2,515  

ME Sanz

  Appointed during 2011       -     -     -     -     -     -     -    From June 13, 2011       232     197     24     106     559     -     559  

TML Setiloane

  Full year       548     233     58     162     1,001     456     1,457        August 31, 2011   388     161     42     197     788     -     788  

YZ Simelane

  Full year        409     199     66     4     678     389     1,067    Full year       440     194     83     23     740     720     1 460  

Total Prescribed Officers

Total Prescribed Officers

       5,010     2,617     796     1,273     9,696     1,254     10,950  

Total Prescribed Officers

   6,508     3,679     848     2,587     13,622     3,363     16,985  

Total executive director and

executive management remuneration 2010

   7,538     4,468     1,261     1,623     14,890     1,254     16,144  

Total executive director and management remuneration 2011

Total executive director and management remuneration 2011

   9,317     5,438     1,328     3,632     19,715     3,363     23,078  

 

(1) 

Where directors’ compensation is paid in South African rands, for the purposes of this annual report on Form 20-F, the rand values have been converted to US dollar using the following year-to-date average rate of exchange R7.2569:R8.1961:$ (2010: R7.3028:(2011: R7.2569:$).

(2) 

Salaries are disclosed only for the period from or to which office was held.

(3) 

In order to more accurately disclose remuneration received/receivable by executive directors and executive management, the tables above include theThe performance related payments calculated on the year’s financial results.

(4) 

Includes health care and personal travel and retention payments.travel. Surplus leave days accrued are automatically encashed unless work requirements allow for carry over.

(5) 

Pursuant to AngloGold Ashanti’s policy regardingM MacFarlane commutes between Canada and South Africa and the numbercompany carries the cost of leave days that may be accrued, all surplus leave days accruedflights and hotel accommodation in South Africa, these are compulsorily encashed.excluded for reporting purposes.

(6) 

Pursuant to the Companies Act of 2008 (as amended), which came into effect on May 1, 2011, companies are required to identify and disclose the remuneration, including options/awards granted in terms of the share incentive scheme, for the prescribed officers of the company.Received retention bonuses.

(7) 

Pursuant to King III, companies are required to disclose the remunerationCash paid in lieu of the top three earners in the company.LTIP for 2012.

(8) 

Performance-related payments include cash paymentsReceived the remainder of sign-on bonus in lieu of shares pending retirement.July 2012 (paid over 24 months).

(9) 

Other benefitsReceived a sign-on bonus.

(10)

These executives and encashed leave includes an adjustmentprescribed officers applied all of the after tax proceeds from the sale of their options to performance bonus relating to the 2010 financial year.acquire – Messrs Cutifani 51,692; Venkatakrishnan 42,157 and Carter 19,541 ordinary shares in AngloGold Ashanti.

Rounding of figures may result in computational discrepancies.

NON-EXECUTIVE DIRECTORS’ COMPENSATION

The fees of non-executive directors are fixed by shareholders at the annual general meeting and, other than the fees they receive for their participation on board committees and allowanceallowances for travellingtraveling internationally to attend board meetings, non-executive directors receive no further payments from the company and are precluded from participation in the company’s share incentive scheme.

At the annual general meeting of shareholders held on May 11, 2011,10, 2012, shareholders approved an increase to the fees payable to non-executive directors.

The increases as approved by shareholders are shown below:

1.1

Non-Executive Directors’ fees for six board meetings per annum

 

1.1

            Board Meetings

Fees to
May 31, 2011
per annum
Fees from
June 1, 2011
per annum

1.1.1

South African resident ChairmanR1,520,300R1,672,330

1.1.2

South African resident Deputy ChairmanR650,000R747,500

1.1.3

South African resident directorsR270,000R310,500

1.1.4

Non-South African resident directors who are resident in AfricaUS$33,750US$42,188

1.1.5

Non-South African resident directors who are resident in jurisdictions other than AfricaUS$60,000US$66,000

1.2

            Board Meetings

 

  

Fees to  

May 31, 2012  

per annum  

  Fees from
June 1, 2012
per annum

South African resident Chairman

  R1,672,330    -

Chairman

  -    $251,325

South African resident director

  R310,500    $57,762

Non-South African resident director who is resident in Africa

  $42,188    $57,762
Non-South African resident director who is resident in jurisdictions other than Africa  $66,000    $69,000

Allowance for attendance by non-executive directors at additional board meetings

Each non-executive director will be entitled to an allowance for each board meeting attended by such director, in addition to the six scheduled board meetings per annum, as follows:

 

1.2

            Additional Board Meetings

Fees to
May 31, 2011
per meeting
Fees from
June 1, 2011
per meeting

1.2.1

South African resident ChairmanR78,000R85,800

1.2.2

South African resident Deputy ChairmanR32,400R37,260

1.2.3

South African resident directorsR16,000R18,400

1.2.4

Non-South African resident directors who are resident in AfricaUS$2,000US$2,500

1.2.5

Non-South African resident directors who are resident in jurisdictions other than AfricaUS$3,000US$3,300

1.3

            Additional Board Meetings

 

  

Fees to  

May 31, 2012  

per meeting  

  Fees from
June 1,  2012
per meeting

South African resident Chairman

  R85,800    -

Chairman

  -    $12,894

South African resident director

  R18,400    $3,465

Non-South African resident director who is resident in Africa

  $2,500    $3,465
Non-South African resident director who is resident in jurisdictions other than Africa  $3,300    $3,465

Travel allowance to be paid to non-executive directors who travel from outside South Africa to attend board meetings

Each non-executive director who is not in South Africa and who travels to attend board meetings will be entitled to receive a travel allowance on the basis set out below. In addition to the travel allowance payable, the company will cover all accommodation and sundry costs. The travel allowance for directors outside South Africa who attend board meetings is as follows:

 

1.3

 

            Travel Allowance

 

  Travel allowance to:
  May 31, 2012    June 1, 2012

South African resident director

  Rnil    Rnil

Non-South African resident who is resident in Africa

  $7,500    $7,800
Non-South African resident director who is resident in jurisdictions other than Africa  $8,800    $9,152

Additional Board Meetings

Fees to
May 31, 2011
per meeting
Fees from
June 1, 2011
per meeting

1.3.1

South African resident directorsRnilRnil

1.3.2

Non-South African resident who are resident in AfricaUS$6,000US$7,500

1.3.3

Non-South African resident directors who are resident in jurisdictions other than AfricaUS$8,000US$8,800

2.1

Board committee fees payable to non-executive directors

The fee paid to each non-executive director in respect of such director’s membership of a committee of the board is as follows:

 

2.1

Board Committee Meetings

 

  Fees to  
    May 31, 2012  
per annum  
  Fees from
    June 1, 2012
per annum

Audit and Corporate Governance Committee

 

      

Chairman - South African resident

  R184,000    $30,000

Member - South African resident

  R155,250    $21,393

Member - Non-South African resident who is resident in Africa

  $21,094    $21,393
Member - Non-South African resident who is resident in jurisdictions other than Africa  $27,847    $27,847

 

Remuneration Committee

 

      

Chairman - South Africa

  -    $26,000

Member - South African

  -    $17,730

Member - African

  -    $17,730

Member - Other than Africa

  -    $22,000

 

Other Committees (being Investment, Safety, Health and Sustainable Development, Transformation and Human Resource Development, Risk and Information Integrity, Social, Ethics and Transformation committee and such other committees of the board as may be established from time to time)

 

      

Chairman – South African resident

  R149,500    -

Chairman – South Africa and African

  -    $20,601

Chairman – Non-South African resident who is resident in Africa

  $20,313    -
Chairman – Non-South African resident who is resident in jurisdictions other than Africa  $27,500    $27,500

Member – South African resident

  R126,500    $17,432

Member – Non-South African resident who is resident in Africa

  $17,188    $17,432
Member – Non-South African resident who is resident in jurisdictions other than Africa  $22,000    $22,000

Fees payable for attendance at ad hoc meetings

Board Committee Meetings

Fees to
May 31, 2011
per annum
Fees from
June 1, 2011
per annum

Audit and Corporate Governance Committee

2.1.1

Chairman - South African residentR160,000R184,000

2.1.2

Member - South African residentR135,000R155,250

2.1.3

Member - Non-South African resident who are resident in AfricaUS$16,875US$21,094

2.1.4

Member - Non-South African resident who are resident in jurisdictions other than AfricaUS$25,315US$27,847

Other Committees (being Investment, Remuneration, Safety, Health and Sustainable Development, Transformation and Human Resource Development, Risk and Information Integrity and such other committees of the board as may be established from time to time)

2.1.5

Chairman – South African residentR130,000R149,500

2.1.6

Chairman – Non-South African resident who is resident in AfricaUS$16,250US$20,313

2.1.7

Chairman – Non-South African resident who are resident in jurisdictions other than AfricaUS$25,000US$27,500

2.1.8

Member – South African residentR110,000R126,500

2.1.9

Member – Non-South African resident who is resident in AfricaUS$13,750US$17,188

2.1.10

Member – Non-South African resident who is resident in jurisdictions other than AfricaUS$20,000US$22,000

2.2

Fees payable to non-executive directors in respect of their attendance at meetings of committees of the board which meet on an ad hoc basis

Each non-executive director will be entitled to an allowance for each board committee meeting attended by such director in respect of those committees which meet on an ad hoc basis, including the Financial Analysis committee, the Party Political Donations committee, the Nominations committee and any special purpose committee established by the board as follows:

 

2.2

Board Committee and Special Purpose Committee

Fees to
May 31, 2011
per meeting
Fees from
June 1, 2011
per meeting

2.2.1

South African resident directorsR16,200R18,630

2.2.2

Non-South African resident who are resident in AfricaUS$2,025US$2,531

2.2.3

Non-South African resident directors who are resident in jurisdictions other than AfricaUS$3,000US$3,300

Board Committee and Special Purpose Committee

 

  Fees to  
    May 31, 2012  
per meeting  
  Fees from
    June 1, 2012
per meeting

South African resident director

  R18,630    $3,465

Non-South African resident who is resident in Africa

  $2,531    $3,465
Non-South African resident director who is resident in jurisdictions other than Africa  $3,300    $3,465

NON-EXECUTIVE DIRECTORS’ REMUNERATION

 

    2011  2010    2012  2011
All figures stated to the nearest $000(1) Appointment Directors’
fees(3)
   Com-
mittee
fees
   Travel   Total  Directors’
fees(3)
   Com-
mittee
fees
   Travel   Total Appointment Directors’
fees(3)
   Committee
fees
   Travel   Total  Directors’
fees(3)
   Committee
fees
   Travel   Total
 From(2) To(2)                              From(2) To(2)     

T TMboweni (Chairman)

 June 1, 10    245     57          302    121     14         136      293     64          357    245     57         302

RP Edey

   May 7, 10                     114     30     20    164

Dr TJ Motlatsi

   Feb 17, 11    22     14          36    86     51         137   Feb 17, 2011                       22     14         36

FB Arisman

      76     132     50     258    51     86     32    169      85     130     36     251    76     132     50    258

R Gasant

 Aug 12, 10      50     52          102    15     16         31      67     51          118    50     52         102

NP January-Bardill

 Oct 1, 11    11     6          17                   Oct 1, 2011    67     79          146    11     6         17

MJ Kirkwood

 June 1, 2012      47     20     27     94                  

WA Nairn

      45     101          146    36     58         94      64     114          178    45     101         146

Prof LW Nkuhlu

      50     85          135    36     67         103      60     118          178    50     85         135

F Ohene-Kena

 June 1, 10    41     43     27     111    19     15     11    45      55     40     23     118    41     43     27    111

SM Pityana

      43     95          138    36     73         109      64     111          175    43     95         138

RJ Ruston

 Jan 1, 2012    81     63     45     189                  

Total – non-executive directors

      583     585     77     1,245    514     410     63    987      883     790     131     1,804    583     585     77    1,245

 

(1)

Where non-executive directors’ compensation is paid in South African rands in 2011, for the purposes of this annual report on Form 20-F, the rand values have been converted to US dollars using the following yearly average rate of exchange: 2011: R7.2569:$1 and 2010: R7.3028:$1.

(2)

Fees are disclosed only for the period from or to which, office is held.

(3)

At the annual general meeting of shareholders held on May 11, 201110, 2012, shareholders approved an increase in directors’ fees with effect from June 1, 2011. Director’s2012. Directors fees for committees may vary depending on the number of committees on which the non-executive director is a member and whether he/she is chairman or a member of the committee.

Rounding may result in computational differences.

6C.

BOARD PRACTICES

The Board of Directors

The strategic leadership of AngloGold Ashanti is the responsibility of a unitary board, comprising two executive directors and eightten independent non-executive directors as at December 31, December 2011. Post year-end, another independent non-executive director, Mr RJ Ruston, was appointed.2012. The board has delegated some of its responsibilities to its subcommittees but reserves certain areas of responsibility solely for itself.

The following movements to the board of directors took place during the period from January 1, 20112012 to December 31, 20112012 and subsequent to year-end.

Executive directors

There were no changes to the executive directoratedirectors during the year under review. Subsequent to year end, the board of AngloGold Ashanti announced the resignation of Chief Executive Officer, Mark Cutifani, effective March 31, 2013. The board further announced the appointment of current Chief Financial Officer, Srinivasan Venkatakrishnan, and Executive Vice President: Business & Technical Development, Tony O’Neill, as joint interim Chief Executive Officers until a successor to Mark Cutifani is appointed.

On February 18, 2013, the board announced the appointment of Tony O’Neill as an executive director of the company with effect from February 20, 2013.

Non-executive directors

Dr TJ Motlatsi retired from the board on February 17, 2011.

Ms NP January-Bardill wasRodney Ruston and Michael Kirkwood were appointed as a member of the board with effect from October 1, 2011 and as a member of the Audit and Corporate Governance Committee with effect from November 2, 2011.

Mr RJ Ruston was appointed as a member ofto the board with effect from January 1, 2012 and June 1, 2012 respectively. Rodney Ruston offered himself and was elected as a director by shareholders at the Annual General Meeting held on May 10, 2012. Michael Kirkwood will retire at the annual general meeting and offer himself for election by shareholders at the annual general meeting to be held on May 13, 2013.

The directors retiring by rotation at the forthcoming annual general meeting in termspursuant to the Memorandum of the articles of associationIncorporation, are Prof LW NkuhluBill Nairn, Ferdinand Ohene-Kena, Frank Arisman and Mr WA Nairn. Both Prof NkuhluSrinivasan Venkatakrishnan. Bill Nairn, Ferdinand Ohene-Kena and Mr Nairn have made themselves available for re-election at the annual general meeting to be held on May 10, 2012.

Ms NP January-Bardill and Mr RJ Ruston, who were appointed as directors on October 1, 2011 and January 1, 2012 respectively,Frank Arisman will retire at the annual general meeting butnot offer themselves for election.re-election.

In termsThe company’s Memorandum of the company’s memorandum of incorporation, there is noIncorporation does not set a mandatory retirement age for non-executive directors. However, in accordance with recommendations of King III and the requirements of the Sarbanes Oxley Act, directors are required to step down from the board after nine consecutive years of service. Nevertheless, the board has discretion to extend this period with the consent of the individual director and after a rigorous assessment of the director’s independence and performance.

Non-executive directors do not hold service contracts with the company.

Company Secretary

Lynda Eatwell retired as Company Secretary on August 31, 2012 and Maria Sanz Perez was appointed as Company Secretary with effect from September 1, 2012.

Appointment of directors

The board is authorisedauthorized by the company’s Memorandum of Incorporation to appoint new directors based on recommendations by the Nominations Committee. Newly appointed directors are required to retire at the next annual general meeting following their appointment and stand for election by shareholders. Eligibility for appointment as a director is guided by the Director’s Fit and Proper Standards Policy, requirements of the Companies Act, of 2008, King III and best practice.

Non-executive directors receive fees for their services as directors which are approved by shareholders at annual general meetings. Non-executive directors do not participate in the company’s share incentive scheme.

Executive directors have contracts of employment with the company.

Retirement by rotation

One-third of the non-executive directors retire by rotation annually in accordance with the company’s Memorandum of Incorporation, with the longest serving directors being eligible for re-election. Executive directors are not subjected to the rotation process given their responsibility for the day-to-day running of the company and are held accountable for the operational and management performance of the company by regularly reporting to the board. Their performance is assessed annually by the board against pre-determined criteria.

On March 27, 2013, shareholders approved the company’s new Memorandum of Incorporation. One of the key changes in this document, compared to the old constitutional document, is the provision for all directors, not only non-executive directors, to be subjected to retirement by rotation. In anticipation of the adoption of this provision, Srinivasan Venkatakrishnan, Chief Financial Officer, will stand for re-election by shareholders at the annual general meeting to be held on May 13, 2013 and shareholders will equally vote on confirming Tony O’Neill’s appointment to the board. The other directors to retire by rotation are Frank Arisman, Bill Nairn and Ferdinand Ohene-Kena, all of whom will not stand for re-election.

Independence of directors

Determination of independence is guided by King III, the Companies Act, the requirements of the JSE and the New York Stock Exchange’s rules on independence as well as best practice. The board complies, at all times, with the requirement to consist of a majority of independent directors.

Post year-end, Sipho Pityana’s status as an independent non-executive director was changed to non-executive director with effect from February 19, 2013. The company believed this to be appropriate after AngloGold Ashanti’s South African operations contracted with Izingwe Property Managers (Pty) Limited, after a competitive bidding process, to plan, design, develop and construct 200 residential accommodation units for its employees under a pilot employee homeownership program. Izingwe Property Managers (Pty) Limited is an associate of Sipho Pityana. This commercial transaction has resulted in his being deemed non-independent in terms of the company’s policy on director independence. As a result of this change of status, he has stepped down as a member of the Remuneration Committee.

Executive Committee

Day-to-day management of the group’s affairs is vested in the Executive Committee, which is chaired by the Chief Executive Officer and comprises 1213 members, four of whom head the regional operations. The committee’s work is supported by country and regional management teams. During the year under review, threetwo new members, Mike O’Hare, Ria SanzM MacFarlane and Italia Boninelli,D Noko, were appointed to the committee.

The committee met monthlyheld 12 meetings and two workshops to discuss operational matters and review the programs and activities being implemented to advance the achievement of the set of strategic goals on safety, asset portfolio-, financial-, people- and environmental management as well as stakeholder engagement.

Prescribed officersExecutive contracts

In terms of Section 66(10) together with regulation 38 of the Companies Act of 2008, AngloGold Ashanti has determined that allAll members of the Executive Committee have permanent employment contracts which entitle them to standard group benefits as defined by their specific region and participation in the company’s short term incentive scheme, the Bonus Share Plan (BSP), and the Long-Term Incentive Plan (LTIP).

South African executives have dual contracts which reflect the percentage of their time focused on offshore business requirements.

The executive contracts are prescribed officers.

Service contracts

An annual review is donereviewed annually and currently continue to include a change of executive director and executive management service contracts.control provision. The change of control payments and conditions areis subject to the following triggers:

If AngloGold Ashanti becomes a subsidiary

The acquisition of another company;all or substantially all of the businesses, assets and undertakingspart of AngloGold Ashanti become owned by any person, firmAshanti; or company; or a

A number of shareholders holding less than 35 percent of the company’s issued share capital act in concertconsorting to gain a majority of the board and force changes in themake management decisions; and

The contracts of the company; and as a consequence of this the Executive Committee member’s employment ismembers are either terminated as a result of an involuntary termination or the committee member’stheir role is significantly diminished and employment conditions are reduced.curtailed.

In 2011,the event of a change of control becoming effective, the executive will in certain circumstances be subject to both the notice periods and the change of control clausescontract terms.

The notice period applied per category of executive and the change of control periods as at December 31, 2012 were aligned as per the table below:follows:

 

  Executive committee member

 Payment in lieu of notice period Change of control

  Chief executive officer

 12 months 1224 months

  Chief financial officer

   9 months   9 months

  Executive CommitteeOther executive committee members

   6 months   6 months

The board in negotiation with the executive has the discretion to mutually agree the duration of the notice period, as a result:

Following on from his resignation and appointment to Anglo American, the board mutually agreed with Mark Cutifani to reduce his notice period from 12 months to three months;

In negotiating conditions for the acting chief executive officers in January 2013 with both Tony O’Neill and Srinivasan Venkatakrishnan, and in exchange for a ‘stay period’ to end September 2013, the board agreed it would review all acting arrangements upon appointment of a new chief executive officer or in June 2013 (whichever occurred sooner) and that both Tony O’Neill and Srinivasan Venkatakrishnan would be offered the option to return to their normal positions post appointment of a new chief executive officer or have the alternative to exit the company at the end of September 2013. Their notice periods would revert back to the standard notice period after September 2013.

Non-executive directors do not hold service contracts with the company. Executive directors do not receive payment of directors’ fees or committee fees.

Board activities in 20112012

Outside of meeting on a collective basis, individual board members, especially the chairman of the board, the chairman of the Audit and Corporate Governance Committee and the chairmen of the other board committees, actively and continuously engage with management and other stakeholders on important matters, thereby enabling the board to provide the required strategic leadership.

The following are some key actions and programs undertaken and implemented by the board in 20112012 in fulfilling its functions and responsibilities regarding strategic oversight:

Discussed and approved management’s budget proposals for the 2012 financial year;

Evaluated and approved management’s five-year strategic proposals;

Discussed and approved management’s budget proposals for the 2013 financial year;

Examined ways of improving long-term value to shareholders;

Successfully defended and maintained investment-grade credit rating, and completed a refinancing of the undrawn revolving credit facility; issued a new ten-year rated bond, and raised an aggregate of R1 billion from the South African debt markets under the Domestic Medium Term Note Program;

Discussed and approved capital expenditure proposals submitted by management on a quarterly basis;

Reviewed and approved an enterprise resource planning (ERP) project forAchieved substantial compliance with the group;

Approvedprovisions of the Group Information Technology Strategic Plan;Companies Act;

Visited various mines and exploration sites to observe and acquire a better understanding of the operations;

AccessedAssessed the skills set of the board which resulted in the appointment of two new independent non-executive directors;

Reviewed compositionCarried out an annual evaluation of the board, its committees, independence of directors, performance of the Chairman of the board and restructured committees to enhance skills setthe competence and improve effectivenessqualifications of discussions;the Company Secretary;

Reviewed the independence of each non-executive director in accordance with policy and best practice guidelines;

Approved a formal role description forSet up the chairmanSocial, Ethics and Transformation Committee in fulfilment of Section 72(4) and Regulation 43 of the board;

Approved an Alternative Dispute Resolution Policy in accordance with recommendations of King III;Companies Act; and

Considered the necessary information to provide an assessmentand approved a number of internal controls.regulatory compliance policies.

Board committees

The board has established and delegated specific roles and responsibilities to ten11 standing committees, including the Executive Committee, to assist it in discharging its duties and responsibilities. The terms of reference of each committee are approved by the board and reviewed annually or as necessary.

All committees, except the Executive Committee, are chaired by independent non-executive directors and the following committees comprise non-executive directors only – Audit and Corporate Governance, Nominations, Remuneration and Financial Analysis.

All committees meet quarterly in accordance with their terms of reference, except the Party Political Donations, Nominations and Financial Analysis committees which meet on a need-to basis.basis and the Executive Committee which meets monthly or as often as required. Members of the Executive Committee and other management attend meetings of the various committees as and when required. During 2011,2012, all committees held the minimum number of meetings as required and discharged their duties as prescribed by the respective terms of reference.

The Social, Ethics and Transformation Committee held its first and only meeting in November 2012, following its establishment in April 2012.

The Party Political Donations Committeeand Financial Analysis Committees did not meet during 2011.2012.

Attendance at meetings by directors

 

Director  Board   Audcom   Remcom   R&II   Nomcom   SHSD   THRC   INVCOM   FACOM   Board   Audcom   Remcom   R&II   Nomcom   SE&T   SHSD   THRC   INVCOM 

TT Mboweni

   8/8          4/4          4/4          3/3     4/4     1/1     10/10          5/6          3/3               4/4     4/4  

Dr TJ Motlatsi+

   2/2          1/1          1/1     1/1     1/1            

FB Arisman

   §8/8     6/6     4/4     4/4     4/4     4/4          4/4     1/1     10/10     7/7     6/6     3/4     3/3          3/5          4/4  

M Cutifani

   §8/8               4/4          4/4     4/4     4/4          (3)7/10               3/4          1/1     4/5     4/4     4/4  

R Gasant

   §8/8     6/6          4/4     4/4                    1/1     10/10     7/7          4/4     3/3                      

NP January-Bardill*

   2/2     1/1               1/1                      

NP January-Bardill

   10/10     7/7               3/3     1/1     5/5     4/4       

MJ Kirkwood(1)

   5/6          2/2          1/1     1/1               1/1  

WA Nairn

   §7/8          2/3     4/4     3/4     4/4     4/4     4/4          10/10          6/6     4/4     3/3     1/1     5/5     4/4     4/4  

Prof LW Nkuhlu

   §8/8     6/6     4/4     4/4     4/4     4/4               1/1     8/10     7/7     6/6     4/4     3/3     1/1     5/5          4/4  

F Ohene-Kena

   6/8                    4/4     4/4     4/4               5/10                    2/3          4/5     3/4       

SM Pityana

   7/8          4/4     4/4     4/4     4/4     4/4     4/4     R     10/10          5/6     4/4     3/3     1/1     5/5     4/4     4/4  

RJ Ruston(2)

   10/10               2/2     3/3     1/1     3/3          2/2  

S Venkatakrishnan

   §8/8               4/4                    4/4          10/10               4/4                         4/4  

+ Retired February 17, 2011             * Appointed on October 1, 2011 and to Audcom on November 2, 2011             R – Recused

§ Attended two sub-committee meetings.
(1)

Appointed to the board and Nomcom on June 1, 2012 and Remcom, SE&T and Invcom on October 1, 2012.

(2)

Appointed to the board and Nomcom on January 1, 2012 and R&II, SHSD, SE&T and Invcom on June 1, 2012.

(3)

M Cutifani was recused from attending two board meetings convened to discuss special matters relating to the CEO and one other meeting which he was unable to attend owing to an important industry meeting.

 

Key 

Audcom:

 

Audit and Corporate Governance Committee

Remcom:

 

Remuneration Committee

R&II:

 

Risk and Information Integrity Committee

Nomcom:

 

Nominations Committee

SHSD:

 

Safety, Health and Sustainable Development Committee

SE&T:

Social, Ethics and Transformation Committee

THRC:

 

Transformation and Human Resources Development Committee

INVCOM:

 

Investment Committee

FACOM:

Financial Analysis Committee

Audit and Corporate Governance Committee

In accordance with best practice recommendations of King III and the Sarbanes-Oxley Act of the United States, membership of this committee comprises four independent non-executive directors. Several members of the executive team and management, including the Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer, theGroup General Counsel and Company Secretary, Vice President Treasury, Senior Vice President Group Internal Auditor,Audit, Financial Controllers at the regional operations as well as the external auditors attended the committee’s quarterly meetings. Members of the committee regularly engage with key members of the financial management team for discussion on matters relevant to the committee’s role.

Pursuant to the Companies Act, of 2008, King III and best practice, the committee, amongst others:among other business:

 

Reviewed and approved the external auditors’ fees and the integrated audit plan for the 20112012 financial year;

Reviewed the performance of the external auditors and recommended their reappointment;

Considered, and pre-approved, on a quarterly basis, non-audit services provided by all external auditors to the group;

Reviewed the independence of the external audit team and audit partner and concluded that they were independent for the 20112012 audit year;

Reviewed the 20102011 annual reports and 20112012 quarterly reports on behalf of the board.board;

Received and reviewed, on a quarterly basis, the use of the company’s whistle-blowing facility and advised on ways to enhance its use;

Reviewed, on a quarterly basis, submissions by management on the state of the group’s financial affairs, internal control environment and auditing, and reporting thereofreported thereon to the board;

Reviewed the expertise, resourcesPerformed liquidity and experience of the finance functionsolvency tests in relation to dividends (quarterly) and the Chief Financial Officer;guarantees (as necessary);

Monitored implementation of recommendations on audit findings;

Monitored the activities of the group’s internal audit function and also ensured that it was sufficiently resourced to discharge its duties;

Reviewed and approved amonitored the implementation of the combined assurance framework and an integrated audit process;

Monitored, on behalf of the board, application of the principles of King III and compliance with the requirements of the Companies Act of 2008;

Received a briefing from a legal firm on the requirements of the Companies Act of 2008 so as to enable it to effectively advise on and monitor implementation of the Act by management;Act;

Monitored developments in IFRS and US GAAP accounting standards through regular updates from management and a formal training session, with the main objective of ensuring that the company’s accounting practices complied with relevant standards;

Received quarterly briefings and updates on the roll-out of the Code of Business Principles and Ethics and matters relating to compliance;compliance. This function was transferred to the Social, Ethics and Transformation Committee;

Received and reviewed on a quarterly basis, reports on major litigations and disputed cases so as to assess their likely outcome and their potential financial and other impact on the group; and

Assisted and advised management to develop a legal and regulatory framework to monitor compliance with relevant laws and regulations.

Risk and Information Integrity Committee

ThisRisk and information integrity committee which was establishedassists the board in August 2010, helddischarging its first meeting in November 2010 and became fully operational during 2011. The committee was establishedresponsibilities relating to not only comply with the recommendationsgovernance of King III but also to improverisk; the management of risk and information technology which are important tools for the achievement of business objectives.

Below are the salient matters deliberated on by the committee during 2011.

Risk management:The board has ultimate responsibility for the group’s risk management and exercised its oversight responsibilities through the Risk and Information Integrity (R&II) Committee. Major risk management oversight responsibilities that took place during 2011 included the following:

The committee guided management in the implementation of its 2011 risk management plan. At its meeting held in November 2011, achievements under the plan were assessed against set objectives and a significant improvement in risk management as noted; and

The Risk Management Plan for 2012, developed in line with the recommendations of King III on risk managementIT resources; and the termsintegrity of reference of the committee and which set out the activities of the risk management team for 2012, was reviewed and approved.information.

Information technology:Information technology is core to AngloGold Ashanti’s strategic business planning and execution. Information Technology matters have therefore become a strategic focus for the board as a business imperative as well as an application of best practice recommendations by King III.

A major development in Information Technology Management in 2011 was the approval of an enterprise resource planning project. The main objective of the project is to remove the unacceptable high level risk from obsolete information systems, improve the group’s decision-making capability through a uniform information system throughout the organization and support ongoing organizational improvement initiatives. It will create a new information systems environment that is world class to support the vision of AngloGold Ashanti to be the leading mining company. Other major information technology improvement activities that took place in 2011 included the following:

A Chief Information Officer was employed in August 2011 to strengthen information technology management;

An information technology plan for the AngloGold Ashanti group was considered by the committee and, based on its recommendations, was approved by the board on November 7, 2011. The plan will guide the implementation of information technology programs; and

An international best practice information technology governance framework and the control objectives for information technology (CoBIT), which contain a comprehensive set of IT processes and a measurement framework for measuring the maturity of those processes within a company, were adopted by the group.

Business insurance:Business insurance is a critical component of risk management in AngloGold Ashanti. The R&II committee assumed oversight responsibility for insurance matters during 2011. It reviewed the group’s insurance policies for 2011/2012 insurance year to ensure that adequate cover for the company’s assets and employees was in place.

In order to ensure that its insurance is effectively and efficiently managed, AngloGold Ashanti established AGRe Insurance Company Limited, an in-house South African registered captive insurance company in 2002, with a branch in Switzerland.

Safety, Health and Sustainable Development Committee

In accordance with its mandate, the Safety, Health and Sustainable Development (SHSD) committee played an active roleCommittee seeks to ensure that operations are conducted in advising and monitoring the group’s performance on safety, health, the environment, the nature and level of interactionscompliance with the communitiescompany policies in which the company operates and security issues around its operations, with due emphasis on practices that conform with the company’s values on sustainable development.

Safety remains AngloGold Ashanti’s first value and continues to form a key component of management’s operational deliverables.

During 2011, the main focus of the committee’s deliberations was the implementation of safety targets under the safety improvement initiative and safety transformation. The committee also reviewed strategies to improve the health and well-being of employees and their families especially in relation to HIV/AIDs and malaria. Illegal mining continued to raise concerns across the company’s operations, especially in West Africa. The committee is addressing these concerns with a view to finding alternative and sustainable solutions to improve the socio-economic standards of the communities.

The issues deliberated on at the committee’s meetings during 2011 are reported on in various sections of this report.socially responsible way.

Transformation and Human Resources Development Committee

AngloGold Ashanti subscribes to the South African government’s initiativesTransformation and Human Resources Development Committee oversees compliance with laws on social transformation and the labor localisation policiesdevelopment of other operational jurisdictions.

The Transformation and Human Resources Development (THRC) Committee has been mandated by the board to oversee compliance with these laws and to guide the development and implementation of policies to develop the skills and talents of employees groupwide, and to support the achievement of social transformation and localisation targets.employees.

Remuneration Committee

In accordance with its mandate, the Remuneration Committee oversees matters relatingmonitors and aligns executive remuneration with company performance and shareholder interests, and seeks to maintain remuneration standards aimed at attracting and retaining a competent executive team.

Social, Ethics and Transformation Committee

Social, Ethics and Transformation Committee came into effect on April 30, 2012. The committee assists the remunerationboard in discharging its responsibilities as prescribed by the Companies Act and in terms of executive directorsthe company’s specific needs on sustainable development, compliance and the executive managementethics, transformation and considered issues relating to competitive and equitable remuneration.localization.

Nominations Committee

During the year under review, the Nominations Committee assessed the skills mix ofcommittee assists the board as well asin identifying and accessing the outcomeseligibility of the 2010 annual self-performance evaluation of the board. It recommended a review of the structures of some of the board sub-committees and the appointment of two new independent non-executivepotential directors.

Investment Committee

This committee deliberated on matters pertainingInvestment Committee is required to the company’s strategic plans as they relate to the management of its asset portfolio. It debated several investment proposals, made appropriate recommendations to the board and monitored the management of approvedassess individual capital projects to ensure these compliedthat investments, divestments and financing proposals are in accordance with project specifications.AngloGold Ashanti’s objective of creating sustainable wealth.

Financial Analysis Committee

In line with AngloGold Ashanti’s policy of maintaining healthy stakeholder relationships at all times, the company responded to a request by the unions in South Africa to restructure the Black Economic Empowerment (BEE) transaction that was implemented in 2006 but which failed to deliver the expected value to employees. In April 2011, the Financial Analysis Committee examined the proposed restructured BEE transaction and, based on its recommendations,is an ad hoc committee that assists the board approvedin assessing financial transactions. This committee did not meet during 2012.

Party Political Donations Committee

Party Political Donations Committee is an ad hoc committee which discharges the transaction which was presentedresponsibilities delegated to and approvedit by shareholders on May 11, 2011.

Organizational improvement projects

Embeddingthe board in terms of the main organizational improvement initiative, Project ONE, which incorporates the Business Process Framework (BPF) and the Systems for People (SP), continued throughout the organization. Tangible and positive results are being recorded in several areas of the group’s operations.Party Political Donations policy. This committee did not meet during 2012.

6D.

EMPLOYEES

The average number of attributable employees (including contractors) in the AngloGold Ashanti group over the last 3 financial years was:

 

    2011     2010     2009     2012     2011     2010 

South Africa

     32,082       35,660       37,425       34,186       32,082       35,660  

Continental Africa

     16,539       15,761       15,267       16,621       16,539       15,761  

Australasia

     509       494       1,776       494       509       494  

Americas

     7,389       6,582       5,884       7,896       7,389       6,582  

Other, including corporate and non-gold producing subsidiaries

     4,723       3,549       3,012       6,625       4,723       3,549  

Total

     61,242       62,046       63,364       65,822       61,242       62,046  

Labor relations and collective bargaining

AngloGold Ashanti recognizes the fundamental right of freedom of association of all employees and contractors, and adheres to collective bargaining agreements with due regard to the relevant legislation in the countries in which it operates. Relations with organized labor are founded on mutual respect, and wage negotiations are conducted in line with the company’s values.

Approximately 8191.5 percent of AngloGold Ashanti’s full-time employees are either members of a union or are catered for through collective bargaining agreements. Exceptions are the United States andIn Australia, where employees are not members of unions but where a high degree of employee participation in wage discussions is encouraged. Wage settlements are specific to each jurisdiction in which AngloGold Ashanti operates and the company’s approach is to ensure that agreements are fair but realistic, taking into account the local economic context and the impact of any settlement on the long-term viability of the business.

High levels of unionization occur at operations in South Africa, Brazil, Argentina and areas of West Africa. In Tanzania, although employees are free to join unions and management liaises regularly with unions represented, no single union has reached the minimum number of members required to be officially recognized as representative for purposes of collective bargaining.

In South Africa widespread labor unrest occurred in the mining sector during 2012. The mining unrest stemmed from inter-union rivalry, dissatisfaction with socio-economic conditions and a two-yeargeneral demand for an increase in wages.

AGA was affected by unprotected strike action, during the period September 20, 2012 to October 25, 2012.

Following the unprotected strike, there appeared to be a considerable shift of membership towards the trade union AMCU (Association of Mineworkers and Construction Union) in the West Wits district. AMCU recruitment on a lesser scale also occurred in the Vaal River district.

The Mponeng mine in the West Wits was plagued by a number of underground sit-ins, which made a safe and orderly restart problematic. The mine was closed for the period November 7 to November 12, 2012 to stabilise labor relations and to ensure a halt to further sit-ins. Representatives of the traditional unions, as well as AMCU were engaged, and a facilitated process lead to an agreement setting out guiding principles for future labor matters.

Navachab Gold Mine in Namibia experienced a 13 day strike during the annual wage settlement was reached in August 2011 effective July 1, 2011.negotiations with the union which ended with a wage agreement for 2012 wages being concluded.

In Mali, after many years of engaging with one union, Sadiola management have seen the introduction of a second minority union. Wage negotiations for 2012 were successfully concluded.

In Ghana, a two year wage agreement was successfully concluded for the 2012 and Guinea, settlements were reached without the loss of production. However, the negotiation processes were protracted and several months were required to reach agreement.2013 wage period.

In response to the industrial relations environment and the sometimes volatile economic and political context in which the company operates in West Africa, an integrated strategyGuinea a one year wage agreement was successfully concluded for collective bargaining is being implemented,2012.

In Tanzania, Geita Gold Mine management signed a revised access agreement with the aimTanzania Mine & Construction Workers Union (TAMICO) following which a recognition agreement was concluded for the purposes of creating a framework within which the companycommunication and organized labor can improve their relationship and, through collective bargaining, agree on conditions of employment in an efficient and mutually beneficial manner. The approach is a holistic one, where issues relating to the political, economic and social environment are considered in the development of this strategy.consultation.

A pro-active approach to labor relations, integrated with other management initiatives, has been adopted at AngloGold Ashanti’s operations in Argentina, where the uncertain political and economic climate has the potential to affect relations between the various labor groups and between management and employees. Frequent dialogue with union leaders at local provincial and national level has taken place during the year. The climate among employees is also monitored, and management communicates proactively with employees to ensure that they are well informed about their conditions of employment.

The collective bargaining agreement that applies to the company’sincrease of salaries for unionized employees at Cerro Vanguardia in Argentina is due to expirewas finalized in MayFebruary 2012. The trade unionsagreement included an increase of 20 percent from February 2013 to June 2013 and 7 percent from July 2013 to January 2014. Other companies in the region which have requested significant salary increases. The companysimilar agreements are on average 30 percent higher than CVSA.

Since March 2013, CVSA recognized a new union for white collar workers. This union will represent all managers, supervisors and the unions have entered into a transitional agreement that providessupport employees.

Representation for our contractors (truckers and construction) is an average salary increase acrossincreasing concern resulting in strikes on all wage categories of approximately 17 percentprojects and expect to negotiate a final salary increasesites in connectionSanta Cruz, including CVSA. Meetings with the new collective bargaining agreement. The company may not be able to renegotiate this agreement on satisfactory terms when it expires. In particular, the new agreement may result in significantly higher labor costs for the company’s Argentine operations. The unions may also resort to industrial action in connection with the renegotiationdifferent general managers of the agreement.

The group is committedsites in Santa Cruz are being held to upholding the basic labor rights as expressed in the International Labour Organization (ILO) instruments and as implemented through specific practices in the countries where AngloGold Ashanti operates.

In support ofaddress these rights, AngloGold Ashanti concluded the ‘Agreement on the Promotion and Implementation of Good Human and Labour Relations in AngloGold Ashanti Operations Worldwide’ with the International Federation of Chemical, Energy, Mine and General Worker’s Unions (ICEM) in April 2009. The agreement reflects all the elements of AngloGold Ashanti’s human resources and labor relations practice as well as the requirements for sound and fair labour practice in accordance with the South African Labour Relations Act. The principles of the agreement are integrated into regional human resources management policies and practices where appropriate.issues.

6E.

SHARE OWNERSHIP

DIRECTORS’ AND PRESCRIBED OFFICERS’ INTERESTS IN ORDINARY SHARES

The interests of directors and prescribed officers in the ordinary shares of the company at December 31, 20112012 which did not individually exceed 1 percent of the company’s issued ordinary share capital, were:

 

 

 
       Beneficial     Beneficial         Beneficial     Beneficial     
    Direct Indirect     Direct Indirect     Direct Indirect     Direct Indirect 

 

 
    December 31, 2011             December 31, 2010             December 31, 2012             December 31, 2011         

 

 

Non-executive directors

                    

FB Arisman

     -    4,984       -    4,984       -    4,984       -    4,984  

LW Nkuhlu

     -    800       -    800       -    800       -    800  

 

 

Total

     -    5,784       -    5,784       -    5,784       -    5,784  

 

 

Executive directors

                    

M Cutifani

     10,000    -       10,000    -       61,692    -       10,000    -  

S Venkatakrishnan

     10,351    -       10,351    -       52,508    -       10,351    -  

 

 

Total

     20,351    -       20,351    -       114,200    -       20,351    -  

 

 

Prescribed officers

                    

AM O’Neill

     -    7,000       -    7,000       -    7,000       -    7,000  

CE Carter

     7,037    -       7,000    -       25,078    -       7,037    -  

 

 
     7,037    7,000       7,000    7,000       25,078    7,000       7,037    7,000  

 

 

Grand total

     27,388    12,784       27,351    12,784       139,278    12,784       27,388    12,784  

 

 

Other than CE Carter who sold 1,231 shares during December 2011, which settled in January 2012, there has been no further change in the above interests since December 31, 2011. A register detailing directors and prescribed officers’ interests in contracts is available for inspection at the company’s registered and corporate office.

CHANGE IN DIRECTOR’S AND PRESCRIBED OFFICER’S INTERESTS IN ANGLOGOLD ASHANTI SHARES SINCE DECEMBER 31, 2012

Date of
transaction
Type of transactionNumber
of shares
Direct/indirect
beneficial
holding

Non-executive director

LW Nkuhlu

February 22, 2013On-market purchase of AngloGold Ashanti ordinary shares2,200Indirect

Executive directors

S Venkatakrishnan

February 27, 2013On-market purchase of ordinary shares pursuant to the AngloGold Ashanti Co-Investment Plan3,429Direct

M Cutifani

March 1, 2013On market sale of shares35,580Direct
March 1, 2013Off market purchase of shares from the exercise of options88,594Direct

Company Secretary

ME Sanz Perez

March 1, 2013On-market purchase of ordinary shares pursuant to the AngloGold Ashanti Co-Investment Plan1,135Direct

Prescribed officers

GJ Ehm

February 22, 2013On-market purchase of ordinary shares pursuant to the AngloGold Ashanti Co-Investment Plan1,256Direct

MP O’Hare

February 27, 2013On-market purchase of ordinary shares pursuant to the AngloGold Ashanti Co-Investment Plan927Direct

Date of
transaction
Type of transactionNumber
of shares
Direct/indirect
beneficial
holding

I Boninelli

February 27,2013On-market purchase of ordinary shares pursuant to the AngloGold Ashanti Co-Investment Plan1,284Direct

CE Carter

February 27,2013On-market purchase of ordinary shares pursuant to the AngloGold Ashanti Co-Investment Plan1,716Direct

DC Noko

February 27,2013On-market purchase of ordinary shares pursuant to the AngloGold Ashanti Co-Investment Plan615Direct

RW Largent

February 28, 2013On-market purchase of ordinary shares pursuant to the AngloGold Ashanti Co-Investment Plan1,881Direct

RN Duffy

March 1, 2013On-market purchase of ordinary shares pursuant to the AngloGold Ashanti Co-Investment Plan1,180Direct

MD Macfarlane

March 6, 2013On-market purchase of ordinary shares pursuant to the AngloGold Ashanti Co-Investment Plan452Direct

SHARE OWNERSHIP OF EXECUTIVE OFFICERS/EXECUTIVE MANAGEMENT

Under the Listings Requirements of the JSE, AngloGold Ashanti is not required to disclose, and it does not otherwise disclose or ascertain, share ownership of individual executive officers/executive management in the share capital of AngloGold Ashanti. However, to the best of its knowledge, AngloGold Ashanti believes that AngloGold Ashanti ordinary shares held by executive officers, in aggregate, do not exceed 1 percent of the company’s issued ordinary share capital.

DIRECTORS’ INTERESTS IN E ORDINARY SHARES

SM Pityana, an independent non-executive director of AngloGold Ashanti as at December 31, 2012, has an indirect beneficial holding in the company given that he is a Trustee and beneficiary of a trust which holds a 44 percent interest in Izingwe Holdings, the company’s BEE partner. SM Pityana is the Executive Chairman of Izingwe Holdings. As at December 31, 2011,2012, Izingwe Holdings held 1,050,000700,000 E ordinary shares in the issued capital of the company (December 31, 2010: 1,120,0002011: 1,050,000 E ordinary shares). This holding is unchanged at the date of this report.

MINIMUM SHAREHOLDING REQUIREMENT FOR EXECUTIVES

With effect from March 2013, a minimum shareholding requirement (MSR) will be applicable to all executives as indicated below:

Executive directors

Within three years of appointment (or for existing executives, from introduction of this rule) executive directors (CEO and CFO) are to accumulate a MSR of AngloGold Ashanti shares to the value of 100 percent of net annual base salary; and

At the end of six years, executive directors are to accumulate a MSR of AngloGold Ashanti shares to the value of 200 percent of net annual base salary (additional 100 percent MSR) which they will be required to hold on an on-going basis.

Executive Committee members

Within three years of appointment (or for existing executives, from the introduction of this rule), Executive Committee members are to accumulate a MSR of AngloGold Ashanti shares to the value of 75 percent of net annual base salary; and

At the end of six years, Executive Committee members are to accumulate a MSR of AngloGold Ashanti shares to the value of 150 percent of net annual base salary (additional 75 percent MSR) which they will be required to hold on an on-going basis.

Co-Investment Executive Share Plan

To assist executives in meeting their MSR’s, with effect from February 2013, they were given the opportunity, on a voluntary basis, to participate in the Co-Investment Plan (CIP), this has been adopted on the conditions below:

Executives will be allowed to take up to 50 percent of their after tax cash bonus to participate in a further matching scheme by purchasing shares in AngloGold Ashanti, and the company will match their initial investment into the scheme at 150 percent, with vesting over a two-year period in two equal tranches.

SHARE OWNERSHIP OF EMPLOYEES

At a general meeting of shareholders held on December 11, 2006, members approved the creation of 4,280,000 E ordinary shares of 25 South African cents pursuant to an employee share ownership plan for the benefit of certain AngloGold Ashanti employees, of which the majority are historically disadvantaged South Africans as defined in the Broad-Based Socio-Economic Empowerment Charter for the South African Mining Industry. For details on the E ordinary share capital, see “Item 7: Shareholders and related party transactions – E Ordinary shares”.

At a general meeting held on May 11, 2011, shareholders approved an amendment to the BEE transaction authorising an additional issue of 48,923 ordinary shares to be made to the ESOP and the reinstatement of lapsed E ordinary shares to be made. The amendment also revised changes to the vesting criteria and duration of the scheme.

On June 9, 2011, a total of 1,329,164 E ordinary shares were reinstated.

AngloGold Share Incentive Scheme

AngloGold Ashanti operates a share incentive scheme through which executive directors, executive vice presidents and management groups of the company and its subsidiaries are given the opportunity to acquire shares in the company. The objective is to incentivize such employees to identify themselves more closely with the fortunes of the group and its continued growth and to promote the retention of such employees.

Non-executive directors are not eligible for participation in the share incentive scheme.

At the annual general meeting held on May 7, 2010, shareholders authorized that 17,000,000 shares may be allocated for the purposes of the scheme. Prior to this authorization, the maximum number of shares attributable to the scheme was 2.75 percent of the total number of ordinary shares in issue from time to time. The maximum aggregate number of shares which may be acquired by any one participant in the scheme is 5 percent of the shares attributable to the scheme or 850,000 ordinary shares per employee could be issued in aggregate (2010:(2011: 850,000).

Employees participate in the share incentive scheme to the extent that they are granted options or rights to acquire shares and accept them. All options or rights which have not been exercised within ten years from the date on which they were granted, automatically expire.

The incentives offered by AngloGold Ashanti are reviewed periodically to ensure that they remain globally competitive, so as to attract, reward and retain managers of the highest caliber. As a result, several types of incentives, each with their own issue and vesting criteria have been granted to employees. These are collectively known as the “AngloGold Share Incentive Scheme” or “share incentive scheme”.

Although the Remuneration Committee has the discretion to incentivize employees through the issue of shares, only options or rights have so far been granted.

The type and vesting criteria of the options or rights granted are:

Time-related

The granting of time-related options was approved by shareholders at the general meeting held on June 4, 1998 and amended by shareholders at the annual general meeting held on April 30, 2002, when it was agreed that no further time-related options would be granted. All time-related options granted have vested and have been exercised in full.

Performance-related

The granting of performance-related options was approved by shareholders at the annual general meeting held on April 30, 2002 and amended at the annual general meeting held on April 29, 2005 when it was agreed that no further performance related options would be granted and all options granted hereunder will terminate on November 1, 2014, being the date on which the last options granted under this criteria may be exercised or they will expire.

Performance-related options granted vest in full, three years from the date of grant, provided that the conditions under which the options were granted are met. All options granted and outstanding vested in full on November 1, 2007.

Bonus Share Plan (BSP)

The granting of awards in terms ofpursuant to the BSP was approved by shareholders at the annual general meeting held on April 29, 2005 and amended at the general meeting held on May 6, 2008 when shareholders approved an increase in the maximum level of the bonus payable to eligible participants, as well as shortening the vesting period. Executive directors, executive vice presidents and other management groups and employees are eligible for participation. Each award made in respect of the BSP entitles the holder to acquire one ordinary share at “nil” cost. In respect of all awards granted to and including 2007, these awards vest in full, three years from the date of grant, provided that the participant is still in the employ of the company at the date of vesting unless an event, such as death, retirement or redundancy occurs which may result in an earlier vesting date. In respect of awards granted in 2008 and onwards, the vesting period has been shortened to 40 percent in year one and 60 percent in year two from the date of grant or, in the event that the exercising of awards only takes place in year three, then 120 percent of awards granted will be available to such participants.

Approval for exercising.the following changes was granted at the extraordinary general meeting on March 11, 2013. The 20 percent uplift for the retention of shares for 36 months will fall away and will now be added to the initial 100 percent resulting in an allocation of 120 percent share matching for all management. The Executive Committee members will receive an increased allocation from 120 percent to 150 percent. The vesting period has therefore been shortened to two years with 50 percent vesting 12 months after the date of issue and the remaining 50 percent vesting 24 months after the date of issue.

Long-Term Incentive Plan (LTIP)

The granting of awards in terms of the LTIP was approved by shareholders at the annual general meeting held on April 29, 2005. Executive directors, executive vice presidents and selected senior management are eligible for participation. Each award made in respect of the LTIP entitles the holder to acquire one ordinary share at “nil” cost. Awards granted vest three years from date of grant, to the extent that the stretched company performance targets, under which the rights were granted, are met and provided that the participant is still in the employ of the company, or unless an event, such as death, retirement or redundancy occurs which may result in an earlier vesting date.

The Remuneration Committee has approved a new retention bonus scheme comprising both cash (40 percent of 2013 total base pay) and shares (60 percent of base pay) which will be implemented on March 1, 2013 for Executive Committee members. This will be implemented over the short term to support a strategy of retaining the top management for a minimum 18 months to ensure delivery on key business imperatives while a new Chief Executive Officer is identified and inducted. The share award will be a performance-based share (LTIP) granted in March 2013. Subject to the performance conditions, these shares will vest at the end of August 2014. In line with the LTIP vesting, the cash portion will be delivered at the end of August 2014, based on the achievement of the performance conditions.

The allocation to the Chief Financial Officer will be 80 percent cash and 60 percent shares.

PARTICIPATION BY EXECUTIVE DIRECTORS, EXECUTIVE MANAGEMENT AND OTHER MANAGERS IN THE ANGLOGOLD SHARE INCENTIVE SCHEME

Details of the options and rights to subscribe for ordinary shares in the company granted to, and exercised by, executive directors, executive management and other managers on an aggregate basis during the year to December 31, 20112012 and subsequent to year-end are set out in the table below.

Number of options and awards granted

 

  Balance at
January 1,
2011
   

Granted
during

2011

   

Exercised
during

2011

   

Pre-tax

gains on share
options
exercised

(R’000)

   

Lapsed
during

2011

   

Balance

as at
December 31,
2011(3)

   Balance at
January 1,
2012
   

Granted
during

2012

   

Exercised
during

2012

   

Pre-tax

gains on share
options
exercised

($’000)

   

Lapsed
during

2012

   

Balance

as at
December 31,
2012(5)

 

Executive Directors

                        

M Cutifani

   177,821     86,789     -     -     6,400     258,210     258,210     112,183     86,293     2,800     12,209     271,891  

S Venkatakrishnan

   117,020     47,943     -     -     3,997     160,966     160,966     52,176     70,375     2,283     6,372     136,395  
   294,841     134,732     -     -     10,397     419,176     419,176     164,359     156,668     5,083     18,581     408,286  

Prescribed officers(1)

                        

I Boninelli

   -     8,568     -     -     -     8,568     8,568     21,590     -     -     -     30,158  

CE Carter

   69,089     23,300     14,011     2,562     1,751     76,627     76,627     25,507     32,621     1,058     3,182     66,331  

RN Duffy

   75,595     21,950     10,400     1,246     1,751     85,394     85,394     27,790     -     -     3,536     109,648  

GJ Ehm

   53,616     18,702     21,989     6,042     1,484     48,845     48,845     22,286     -     -     2,660     68,471  

RW Largent

   67,229     22,730     -     -     1,628     88,331     88,331     26,083     52,069     1,711     6,139     56,206  

RL Lazare(2)(4)

   72,894     -     29,279     7,261     2,042     41,573     41,573     1,901     34,279     1,243     9,195     -  

MP O’Hare(4)

   58,268     12,852     15,617     2,060     1,222     54,281     54,281     22,809     -     -     2,471     74,619  

M MacFarlane(2)

   -     -     -     -     -     -  

AM O’Neill

   69,413     41,528     -     -     2,397     108,544     108,544     45,512     -     -     3,943     150,113  

ME Sanz

   -     8,406     -     -     -     8,406  

TML Setiloane(5)

   44,836     5,357     -     -     1,751     48,442  

D Noko(3)

   -     -     -     -     -     -  

ME Sanz Perez

   8,406     13,387     -     -     -     21,793  

YZ Simelane

   39,239     12,085     17,856     5,227     1,460     32,008     32,008     13,350     -     -     2,389     42,969  
   550,179     175,478     109,152     24,398     15,486     601,019  

Total prescribed officers

   552,577     220,215     118,969     4,012     33,515     620,308  

Other management

   2,699,736     1,196,942     780,441     229,530     157,850     2,958,387     3,006,829     1,592,126     670,004     23,155     377,216     3,551,735  

Total share incentive scheme

   3,544,756     1,507,152     889,593     253,928     183,733     3,978,582(6)     3,978,582     1,976,700     945,641     32,250     429,312     4,580,329  

 

(1) 

Pursuant to the South African Companies Act 71, of 2008 (as amended), which came into effect on May 1, 2011, companies are required to identify and disclose the remuneration for the prescribed officers of the company.

(2) 

Cash in lieu of awards pending retirement.M MacFarlane was appointed to the Executive Committee with effect from June 1, 2012 and therefore has no holdings/grants to date.

(3)

D Noko was appointed to the Executive Committee with effect from June 15, 2012 and therefore has no holdings/grants to date.

(4)

RL Lazare retired from the company with effect from March 31, 2012.

(5) 

The latest expiry date of all options/awards granted and outstanding at December 31, 2011,2012, is February 21, 2021.2022.

Options/awards have been exercised by executive directors and prescribed officers subsequent to year-end.

The following Excom members have exercised options/awards subsequent to year end:

(4)Number of
options/awards

MikeM Cutifani

88,594

CE Carter

13,609

RW Largent

7,966

MP O’Hare was appointed to the Executive Committee with effect from June 1, 2011 and as a result of this change, 58,268 options/awards, which were previously reflected in the closing balance of “Other management”, are now reflected in the opening balance of “Prescribed officers”.

2,306
(5)

No longer a prescribed officer with effect from August 31, 2011.

(6)

Of the 3,978,582 options/awards granted and outstanding at December 31, 2011, 1,143,194

A total of 1,264,872 options/awards out of the 4,580,329 options/awards granted and outstanding at December 31, 2012 are fully vested.

Awards granted since 2005 have been granted at nil cost to participants.

No options/awards have been exercised by executive directors and prescribed officer subsequent to year-end.

Non-executive directors are not eligible to participate in the share incentive scheme.

Awards granted in respect of the previous year’s financial results:

 

Number of awards issued in    Total(1)
2012  
     Total(1)
2011  
     Total(1)
2010  
     Total(1)
2013  
     Total(2)
2012  
     Total  
2011  
 

Executive Directors

                        

M Cutifani

     112,183         86,789         77,694         5,429         112,183         86,789    

S Venkatakrishnan

     52,176         47,943         40,617         99,043         52,176         47,943    

Total executive directors

     164,359         134,732         118,311         104,472         164,359         134,732    

Prescribed officers

                        

I Boninelli

     21,590         8,568         -         52,314         21,590         8,568    

CE Carter

     25,507         23,300         19,448         66,929         25,507         23,300    

RN Duffy

     27,790         21,950         20,298         65,193         27,790         21,950    

GJ Ehm

     22,286         18,702         16,307         59,443         22,286         18,702    

RW Largent(3)

     26,083         22,730         21,685         76,865         26,083         22,730    

RL Lazare(4)

     1,901         -         20,280         -         1,901         -    

MP O’Hare

     22,809         12,852         -         66,699         22,809         12,852    

M MacFarlane

     42,765         -         -    

AM O’Neill

     45,512         41,528         19,322         124,961         45,512         41,528    

ME Sanz

     13,387         8,406         -    

TML Setiloane

     1,263         5,357         16,786    

D Noko

     45,334         -         -    

ME Sanz Perez

     46,087         13,387         8,406    

TML Setiloane(5)

     -         1,263         5,357    

YZ Simelane

     13,350         12,085         8,747         36,218         13,350         12,085    

Total prescribed officers

     221,478         175,478         142,873         682,808         221,478         175,478    

Total awards to executive management

     385,837         310,210         261,184         787,280         385,837         310,210    

 

(1) 

Includes awards granted in respect of the 20 percent top-up for the 20082010 BSP awards, 2013 BSP matching award and 2013 LTIP (inclusive of the 60 percent share retention bonus award, the 40 percent deferred cash portion will be reported in the year of payment i.e. 2014).

(2)

Includes awards granted in respect of the 20 percent top-up for the 2009 BSP awards.

(3)

Received a cash payment in lieu of the 2010 BSP top-up due to US tax restrictions.

(4)

Ceased to be a prescribed officer with effect from March 31, 2012.

(5)

Ceased to be a prescribed officer with effect from August 31, 2011.

Number of time-related, performance-related, BSP and LTIP awards granted

As is required to be disclosed in terms of the AngloGold Share Incentive Scheme and stock exchange regulations, the movement in respect of options and rights granted and the ordinary shares issued as a result of the exercise of options and rights during the period January 1, 20112012 to January 31, 2012February 28, 2013 is as follows:

 

  Time-
related
   Perfor-
mance
related
   Bonus
Share
Plan(1)
   Long-
Term
Incentive
Plan(1)
   Total
Share
Incentive
Scheme
   Total
shares
issued
   Performance
related
   Bonus
Share
Plan(1)
   Long-
Term
Incentive
Plan(1)
   Total
Share
Incentive
Scheme
   Total
shares
issued
 

At January 1, 2011

   641     391,932     1,552,493     1,599,690     3,544,756     6,923,831  

At January 1, 2012

   171,144     1,825,378     1,982,060     3,978,582     7,813,424  

Movement during year

                        

– Granted

   -     -     820,847     686,305     1,507,152       -     993,146     983,554     1,976,700    

– Exercised

   (641)     (220,788)     (466,849)     (201,315)     (889,593)     889,593     (47,107)     (558,042)     (340,492)     (945,641)     945,641  

– Lapsed – terminations

   -     -     (81,113)     (102,620)     (183,733)        (31,070)     (104,026)     (294,216)     (429,312)     

At December 31, 2011

   -     171,144     1,825,378     1,982,060     3,978,582     7,813,424  

At December 31, 2012

   92,967     2,156,456     2,330,906     4,580,329     8,759,065  

Average exercise/issue price per share

outstanding

   -     R231.98     R306.43     R302.69     R301.36        220.09     317.88     316.28     315.08     

Subsequent to year-end

                        

– Granted

   -     -     -     -     -       -     61,436     -     61,436    

– Exercised

   -     (3,740)     (4,963)     (2,003)     (10,706)     10,706     (370)     (97,027)     (25,651)     (123,048)     123,048  

– Lapsed – terminations

   -     -     -     -     -        -     (10,493)     (323,203)     (333,696)     

At January 31, 2012

   -     167,404     1,820,415     1,980,057     3,967,876     7,824,130  

At February 28, 2013

   92,597     2,110,372     1,982,052     4,185,021     8,882,113  

 

(1) 

BSP and LTIP awards granted at nil cost to participants.

EffectiveFollowing a change in the Schedule 14 of the JSE Listings Requirements (Share Incentive Schemes) on October 15, 2008, the JSE amended Schedule 14 (Requirements for share incentive schemes) of the Listings Requirements. AngloGold Ashanti is required to amend the terms of its Share Incentive Scheme by obtaining shareholder approval to amend the totalmaximum number of shares attributable to the share incentive scheme was changed from 2.75 percent of issued share capital from time to time to a fixed figure of 17,000,000. The maximum aggregate number of shares thatwhich may be issued to the scheme. Although the amendment only had to be in placeacquired by January 1, 2011, AngloGold Ashanti sought and obtained shareholder approval at the annual general meeting held on May 7, 2010 authorizing the directors to issue up to 17,000,000 shares, which was management’s estimate of options/awards to be granted over a three-year period, including options/awards granted and outstanding as at December 31, 2010. The total number of options/awards that may be issued in aggregate to any one participant toin the scheme will remain atis 5 percent of the total number of shares attributable to the scheme.scheme, being 850,000 ordinary shares in aggregate.

Also effective October 15, 2008, the recycling of options/awards that have vested and which have been delivered and for which AngloGold Ashanti shares have been issued, is no longer allowed. The table below reflects the total number of options/awards that are unissued in terms of the share incentive scheme, as affected by this Listings Requirements rule change:

 

 Details  Options/Awards 

 Total number of options/awards attributable to the scheme at December 31, 20112012

   17,000,000 

 Less:

  

 – Total number of options/awards granted and outstanding at December 31, 20112012

   (3,978,582)(4,580,329) 

 – Total number of options/awards exercised:

  

– During the period October 15, to December 31, 2008

   (101,013

– During the period January 1 to December 31, 2009

   (1,131,916

– During the period January 1 to December 31, 2010

   (823,411

– During the period January 1 to December 31, 2011

   (889,593

– During the period January 1 to December 31, 2012

(945,641

 Total options/awards available but unissued at December 31, 20112012

   10,075,4858,528,097 

ITEM 7: SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

OVERVIEW

DESCRIPTION OF ANGLOGOLD ASHANTI’S SHARE CAPITAL

AngloGold Ashanti’s share capital consists of four classes of stock:

 

Ordinary shares, par value 25 South African cents each (the “ordinary shares”);

E-Ordinary shares, par value 25 South African cents each (the “E-ordinary shares”);

A redeemable preference shares, par value 50 South African cents each (the “A preference shares”); and

B redeemable preference shares, par value 1 South African cent each (the “B preference shares”).

The authorized and issued share capital of AngloGold at December 31, 2011,2012, is set out below:

 

 
Title of class    Authorized     Issued     Authorized     Issued 

 

Ordinary shares

     600,000,000       382,242,343       600,000,000        383,320,962   

E-Ordinary shares

     4,280,000       2,582,962       4,280,000        1,617,752   

A preference shares

     2,000,000       2,000,000       2,000,000        2,000,000   

B preference shares

     5,000,000       778,896       5,000,000        778,896   

 

 

All the issued ordinary shares, E ordinary shares, A redeemable preference shares and B redeemable preference shares are fully paid and are not subject to further calls or assessment by AngloGold Ashanti. For a discussion of rights attaching to the ordinary shares, E ordinary shares, the A redeemable preference shares and the B redeemable preference shares, see “Item 10B.: Memorandum and articles of association”Incorporation”.

The following are the movements in the ordinary issued share capital at December 31:

Ordinary shares

 

  Number of
Shares
   Rand   Number of
Shares
   Rand   Number of
Shares
   Rand  Number of
Shares
   Rand   Number of
Shares
   Rand   Number of
Shares
   Rand 
   2011     2010     2009   2012     2011     2010  
      

At January 1

   381,204,080     95,301,020     362,240,669     90,560,167     353,483,410    88,370,853   382,242,343     95,560,586     381,204,080     95,301,020     362,240,669     90,560,167  

Issued during the year:

                              

- Equity offering to fund the initial 35 percent interest in the Kibali gold project

                       7,624,162    1,906,041

- Equity raising – proceeds used to part fund the hedge elimination

             18,140,000     4,535,000                                18,140,000     4,535,000  

- Bokamoso ESOP on conversion of E ordinary shares

   60,695     15,174               1,181    295   84,446     21,112     60,695     15,174            

- Izingwe on conversion of E ordinary shares

   39,052     9,763                      48,532     12,133     39,052     9,763            

- BEE transaction (as approved by shareholders on May 11, 2011) Bokamoso ESOP

   48,923     12,230                                48,923     12,231            

- Exercise of options by participants in the AngloGold share Incentive Scheme

   889,593     222,398     823,411     205,853     1,131,916    282,979   945,641     236,410     889,593     222,398     823,411     205,853  
   382,242,343     95,560,585     381,204,080     95,301,020     362,240,669    90,560,167   383,320,962     95,830,241     382,242,343     95,560,586     381,204,080     95,301,020  

During the period January 1, 20122013 to and including April 16, 2012, 168,62119, 2013, 361,458 ordinary shares were issued at an average issue price of R330.84R324.35 per share, resulting in 382,410,964383,682,420 ordinary shares being in issue at April 16, 2012.19, 2013. Of the 168,621361,458 ordinary shares issued during the period January 1, 20122013 to and including April 16, 2012, 2,26919, 2013, 2,138 ordinary shares were issued on conversion and cancellation of 19,19012,392 E ordinary shares in accordance with the applicable conversion formula.

E ordinary shares

The following are the movements in the E ordinary issued share capital at December 31:

 

     Number of
Shares
 Rand  Number of
Shares
 Rand  Number of
Shares
 Rand     Number of
Shares
 Rand  Number of
Shares
 Rand  Number of
Shares
 Rand
     2011    2010    2009     2012    2011    2010
       

At January 1

At January 1

   2,806,126   701,531   3,794,998   948,749   3,966,941  991,735 

At January 1

   2,582,962   645,741   2,806,126   701,532   3,794,998  948,749

Reinstated

Reinstated

   1,329,164   332,291       

Reinstated

      1,329,164   332,291    

Issued during the year:

Issued during the year:

          

Issued during the year:

          

-

 Cancelled in exchange for ordinary shares in terms of the cancellation formula   (1,552,328  (388,082  (988,872  (247,218  (171,943 (42,986) Cancelled in exchange for ordinary shares in terms of the cancellation formula   (965,210  (241,303  (1,552,328  (388,082  (988,872 (247,217)
     2,582,962   645,740   2,806,126   701,531   3,794,998  948,749      1,617,752   404,438   2,582,962   645,741   2,806,126  701,532  

On December 11, 2006, shareholders in general meeting authorized the creation of a maximum of 4,280,000 E ordinary shares to be issued pursuant to an Employee Share Ownership Plan (ESOP) and a Black Economic Empowerment transaction with Izingwe Holdings (Pty) Limited (Izingwe) – (collectively, the BEE transaction).

At a general meeting held on May 11, 2011, shareholders approved an amendment to the BEE transaction authorizing an additional issue of 48,923 ordinary shares to be made to the ESOP and the reinstatement of lapsed E ordinary shares to be made to the ESOP (to a maximum of 810,634 E ordinary shares) and to Izingwe (560,000 E ordinary shares). The amendment also revised the vesting criteria and duration of the scheme.

On June 9, 2011, a total of 1,329,164 E ordinary shares were reinstated, of which 769,164 E ordinary shares were reinstated in respect of the ESOP and 560,000 E ordinary shares were reinstated in respect of Izingwe.

In terms of the original authority granted by shareholders in 2006, on vesting, E ordinary shares were cancelled in exchange for ordinary shares in accordance with the cancellation formula.

E ordinary share capital amounting to R51,842,313However, in respect of 688,332 vested, unconverted and cancelled E ordinary shares, was transferred to ordinary share premium during 2011. Prior to the amendment of the BEE transaction E ordinary shares did not convert to ordinary shares where the market price of an AngloGold Ashanti ordinary share was less than the strike price of the E ordinary share as calculatedNovember 2011, in accordance with the cancellation formula.

In addition to the reinstatement of cancelled E ordinary shares, shareholders approved an amendment to the cancellation formula through the resetting of the strike price. Participants to the ESOP and Izingwe are now guaranteed a minimum conversion price of R40 per E ordinary share with a maximum of R90 per E ordinary share for the ESOP and R70 per E ordinary share for Izingwe from a base price of R320 and R330 per share, respectively.

E ordinary shareholders are entitled to vote at all ordinary shareholder meetings. However, theymeetings but do not hold a veto right.rights.

Dividends are payable on E ordinary shares, in an amount equal to 50 percent of dividends payable to ordinary shareholders. The residual 50 percent of the dividend payable is taken into account in determining the cancellation formula.

E ordinary shares which vest and are exchanged for ordinary shares are cancelled and may not be re-issued. Therefore, they do not form part of the unissued share capital of the company.

Redeemable preference shares

The A and B redeemable preference shares, all of which are held by wholly owned subsidiary, Eastvaal Gold Holdings Limited, may not be transferred and are redeemable from the realization of the assets relating to the Moab lease area after the cessation of mining operations in the area. The shares carry the right to receive dividends equivalent to the profits (net of royalty, ongoing capital expenditure and taxation) from operations in the area. No further A and B redeemable preference shares will be issued.

7A.

MAJOR SHAREHOLDERS

According to information available to the directors, the following are the only shareholders holding, directly or indirectly, in excess of 5 percent of the ordinary issued share capital of the company:

 

Ordinary shares held at  December 31, 2011   December 31, 2010   December 31, 2009  December 31, 2012   December 31, 2011   December 31, 2010
Shareholder*  Number of
Shares
   % Voting
Rights
   Number of
Shares
   % Voting
Rights
   Number of
Shares
   % Voting
Rights
  Number of
Shares
   

percent

Voting
Rights

   Number of
Shares
   

percent

Voting
Rights

   Number of
Shares
   

percent

Voting
Rights

    

Paulson & Co., Inc

   32,570,668     8.52     41,000,000     10.76     42,849,864    11.83   28,607,495     7.46     32,570,668     8.52     41,000,000    10.76

Allan Gray Unit Trust Management Limited

   24,710,806     6.46     31,668,339     8.31     36,689,809    10.13   20,510,646     5.35     24,710,806     6.46     31,668,339    8.31

Investec Asset Management Pty Ltd (South Africa)

   20,108,121     5.25             

Public Investment Corp. of South Africa

   20,050,361     5.23             

Fidelity Management & Research

          28,383,749     7.45                          28,383,749    7.45

*Shares may not necessarily reflect the beneficial shareholder

At December 31, 2011,2012, a total of 164,886,294153,711,993 shares (or 43.1440.10 percent of issued ordinary share capital) were held by The Bank of New York Mellon, as Depositary for the company’s American Depositary Receipt program. Each American Depositary Share (ADS) is equivalent to one ordinary share. At December 31, 2011,2012, the number of persons who were registered holders of ADSs was reported at 3,440.3,196. AngloGold Ashanti is aware that many ADSs are held of record by brokers and other nominees, and accordingly the above numbers are not necessarily representative of the actual number of persons who are beneficial holders of ADSs or the number of ADSs beneficially held by these persons.

All shareholders have the same voting rights.

As at December 31, 2011,2012, there were 9,4119,535 holders of record of AngloGold Ashanti ordinary shares. Of these holders 357351 had registered addresses in the United States and held a total of 69,33063,900 ordinary shares, approximately 0.0180.017 percent of the total outstanding ordinary shares. In addition, certain accounts of record with registered addresses outside the United States, including The Bank of New York Mellon, hold AngloGold Ashanti ordinary shares, in whole or in part, beneficially for United States persons.

At April 16, 2012, 153,612,808March 31, 2013,151,193,769 ADSs or approximately 40.1739.4 percent of total issued ordinary share capital, were issued and outstanding and held of record by approximately 3,3503,142 registered holders .

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

7B.

RELATED PARTY TRANSACTIONS

Related party transactions are concluded on an arm’s length basis. The groupCompany had the following transactions with related parties during the years ended December 31, 2012, 2011 2010 and 2009:2010:

 

At December 31 2011  2010   2009   2012  2011   2010  

(in millions)

 

Purchases

(by)/from

related party

$

 

Amounts

owed to/(by)

related party

$

  

Purchases 

(by)/from 

related party 

 

Amounts 

owed to/ (by) 

related party 

  

Purchases

(by)/from

related party

$

  

Purchases

(by)/from

related party

$

 

Amounts

owed to/(by)

related party

$

  

Purchases 

(by)/from 

related party 

 

Amounts 

owed to/ (by) 

related party 

  

Purchases

(by)/from

related party

$

 
Purchases of goods and services (by)/from equity accounted joint ventures and associates                

Margaret Water Company

  6    -              4    -            

Société d’Exploitation des Mines

d’Or de Sadiola S.A.

  (12)    (2)    (8)    (2)    (10)    (14)    (2)    (12)    (2)    (8)  

Société d’Exploitation des Mines

d’Or de Yatela S.A.

  (2)    (1)    (3)        (3)    (1)    -    (2)    (1)    (3)  

Société des Mines de MorilaS.A.

  (4)    -    (8)    (1)    (6)  

Société des Mines d’Or MorilaS.A.

  (3)    -    (4)        (8)  

Trans-Siberian Gold plc

  -    -               -    -             
  (12)    (3)    (15)    (3)    (18)    (14)    (2)    (12)    (3)    (15)  

Amounts due by joint venture and associate related parties arising from purchases of goods and services are unsecured and non-interest bearing.

As at December 31, 2012 and 2011, there are no outstanding balances arising from purchases of goods and services owed to related parties.

On February 19, 2013, AngloGold Ashanti entered into an agreement (Agreement) with Izingwe Property Managers (Pty) Limited (Izingwe Property) under which Izingwe Property will assist AngloGold Ashanti in the planning, design, development and construction of 200 units of housing in South Africa for employees of AngloGold Ashanti. Izingwe Property’s roles will be those of development and project manager and main contractor. The terms of the Agreement call for payments from AngloGold Ashanti to Izingwe Property in the amount of $6.7 million in consideration for Izingwe Property’s services. Mr Sipho Pityana, a non-executive director of the company, is Chairman and a 44 percent shareholder of Izingwe Holdings (Proprietary) Limited (Izingwe), AngloGold Ashanti’s BEE partner. Izingwe Capital (Proprietary) Limited, an associate company of Izingwe is the majority shareholder of Izingwe Property.

Rand Refinery Limited (Rand Refinery) became an associate of AngloGold Ashanti on December 3, 2012 when AngloGold Ashanti sold five percent of Rand Refinery. AngloGold Ashanti held a 48.3 percent interest in Rand Refinery. Rand Refinery refines all of AngloGold Ashanti’s South African gold production and some of AngloGold Ashanti’s Continental Africa gold production.

Loans due by equity accounted joint ventures and associates for the years endedas at December 31, 2011 and 2010:

 

    

2011  

$  

  

2010

$

Oro Group (Proprietary) Limited(1)

  1    2

AuruMar (Proprietary) Limited (joint venture)(2)

  5    5

Orpheo (Proprietary) Limited(2)

  -    1

Trans-Siberian Gold plc(3)

  3    -

Thani-Ashanti Alliance Limited (joint venture) (4)

  20    -
    

2012  

$  

  

2011

$

Oro Group (Proprietary) Limited (1)

  2    1

AuruMar (Proprietary) Limited (joint venture) (2)

  2    5

Societe d’Exploitation des Mines d’Or de Sadiola S.A. (joint venture) (3)

  36    -

Societe d’Exploitation des Mines d’Or de Yatela S.A. (joint venture) (4)

  -    -

Trans-Siberian Gold plc (5)

  -    3

Thani Ashanti Alliance Limited (joint venture) (6)

  -    20

 

(1)

The loan bears a market related interest at a rate determined by the Oro Group (Proprietary) Limited’s board of directors and is repayable at theirits discretion.

(2)

Loans are unsecured,The loan is interest free and there arehas no fixed terms of repayment.

(3)

The loan is unsecuredrepayable on demand and bears interest at 8a margin of 2 percent over the London Interbank Offered Rate (“LIBOR”) per annum and is repayable in April 2012.annum.

(4)

A loan of $12 million granted during 2012 was fully impaired during the year. The loan, bearsincluded in the carrying amount of the joint venture, was repayable on demand and carried interest at a margin of 0.952 percent over the Johannesburg Interbank Agreed Rate (“JIBAR”)LIBOR per annum.

(5)

The loan was unsecured, carried interest at 8 percent per annum and iswas converted into ordinary shares during April 2012.

(6)

The loan was repayable in December 2012 but due to non-payment it was fully impaired. A write-off of $37 million is included in equity income in associates for 2012.

As at December 31, 20112012 and 2010,2011, there are no outstanding balances arising from loans owed to related parties.

Restructuring of the E ordinary shares:

For a discussion of the restructuring of the E ordinary shares insofar as it relates to Izingwe Holdings, see “Overview Description of AngloGold Ashanti’s share capital – E ordinary shares”.

 

7C.

INTERESTS OF EXPERTS AND COUNSEL

Not applicable.

ITEM 8: FINANCIAL INFORMATION

 

8A.

CONSOLIDATED FINANCIAL STATEMENTS AND OTHER INFORMATION

See “Item 18: Financial statements”.

LEGAL PROCEEDINGS

There is no material proceeding in which a director, officer or affiliate of AngloGold Ashanti is either a party adverse or has a material interest adverse to the company.

In addition to the proceedings described below, the company becomes involved, from time to time, in various claims, legal proceedings and complaints incidental to the ordinary course of its business.

TAX PROCEEDINGS

 

The State of Goiás v. Mineração Serra Grande S.A. (MSG): InBrazil,, in 2006, MSG received two tax assessments from the State of Goiás related to payments of state sales taxes at the rate of 12 percent on gold deliveries for export from one Brazilian state to another during the period from February 2004 to the end of May 2006. AngloGold Ashanti Córrego do Sítio Mineração S.A. manages the operation and its attributable share of theThe first assessment is approximately US$54 million. The company’s attributable share of(First Assessment) and the second assessment is(Second Assessment) are approximately US$34 million.$96 million and $60 million, respectively. In November 2006, the administrative council’s second chamber ruled in favor of MSG and fully canceledcancelled the tax liability related to the first period. In July 2011, the administrative council’s second chamber ruled in favor of MSG and fully canceledcancelled the tax liability related to the second period. The State of Goiás has appealed to the full board of the State of Goiás tax administrative council. In November 2011, with respect to the First Assessment, and June 2012, with respect to the Second Assessment, the administrative council’s second chamberfull board approved the suspension of proceedings and the remittance of the matter to the Department of Supervision of Foreign Trade (Comex)(COMEX) for review and verification. The companyBoth the First Assessment and the Second Assessment have been remitted to the COMEX and are under review. MSG believes both assessments are in violation of federal legislation on sales taxes. A final hearing before the COMEX has been scheduled for May 28, 2013.

The State of Minas Gerais v. Mineração Serra Grande S.A.:In Brazil, MSG received a tax assessment in October 2003 from the State of Minas Gerais related to sales taxes on gold. The tax administrators rejected all MSG’s appeals against the assessment, reaching its closure under the Administrative Court in 2003. In 2005, the State of Minas Gerais began the Judicial Foreclosure of the assessment which is yet to be sentenced. The assessment is approximately $19 million.

As part of the acquisition by AngloGold Ashanti of the remaining 50 percent interest in MSG during June 2012 from Kinross Gold Corporation (Kinross), Kinross has provided an indemnity to a maximum amount of BRL255 million (approximately $127 million) against the specific exposures related to the tax assessments from the State of Goiás and the State of Minas Gerais.

 

Departamento Nacional de Produção Mineral (DNPM) v. AngloGold Ashanti Brazil Mineração (AABM): InBrazil,, in November 2007, the DNPM, a federal mining authority, issued a tax assessment against AABM in the amount of approximately US$21$21 million relating to the calculation and payment by AABM of the financial contribution on mining exploitation (CFEM) in the period from 1991 to 2006. AABM opposes

AngloGold Ashanti’s subsidiaries in Brazil are involved in various other disputes with tax authorities. These disputes involve federal tax assessments including income tax, royalties, social contributions and annual property tax. The amount involved is approximately $17 million.

Notice from the Colombian Tax Office (DIAN) to AngloGold Ashanti Colombia S.A. (AGAC): AGAC received notice in January 2013 from DIAN that DIAN disagreed with the company’s tax treatment of certain items in AGAC’s 2010 income tax return. DIAN has requested that the company voluntarily amend its income tax return for the 2010 and 2011 periods. The company believes that the tax legislation has been applied correctly by AGAC and is considering defending AGAC’s position. An estimated additional tax of $26 million will be payable if the tax returns are amended. Penalties and interest for the additional tax are expected to be $135 million based on Colombian tax law.

Ghanaian tax authorities v. AngloGold Ashanti (Ghana) Limited (AGAG): In Ghana, AGAG received tax assessments of $22.7 million in respect of the 2006-2008 and 2009-2011 tax years, following an audit by the tax authorities related to indirect taxes on various items. AGAG believes that the indirect taxes were not properly assessed and has lodged an objection to the assessment. AGAG has subsequently met with the Commissioner-General and provided its position in writing together with the relevant supporting documentation. AGAG has yet to receive a response from the Commissioner-General.

SOUTH AFRICA

 

Silicosis litigation

Mankayi v. AngloGold Ashanti Limited (AGA):. In October 2006, a former employee, MrMr. Thembekile Mankayi, instituted a legal action in the Witwatersrand Local Division High Court of South Africa against AGA,AngloGold Ashanti, claiming approximately R2.6 million (approximately US$360,000)$0.3 million) for damages allegedly suffered as a result of silicosis. Mr. Mankayi’s case was heard in the High Court of South Africa in June 2008, and an appeal was heard in the Supreme Court of Appeal in 2010. In both instances judgment was awarded in favor of AngloGold Ashanti Limited on the basis that an employer is indemnified against such a claim for damages by virtue of the provisions of section 35 of the Compensation for Occupational Injuries and Diseases Act, 1993 (COIDA). A further appeal that was lodged by MrMr. Mankayi was heard in the Constitutional Court in 2010. Judgment inof South Africa (Constitutional Court). On March 3, 2011, the Constitutional Court was handed down on 3 March 2011. The Constitutional Court held that section 35 of COIDA does not indemnifycover an “employee” who qualifies for compensation in respect of “compensable diseases” under the Occupational Diseases in Mines and Workers Act, 1973 (ODMWA). This judgment allows such qualifying employee to pursue a civil claim for damages against the employer against such claims.

Mr Mankayi passed away subsequent to the hearing in the Supreme Courtoutside he provisions of Appeal.either statute. Following the Constitutional Court judgment, MrMr. Mankayi’s executorestate may proceed with his case in the High Court. ThisWithout paying any amount in settlement of the claim, AngloGold Ashanti paid to Mr. Mankayi’s estate agreed legal costs. The company will comprise, amongstcontinue to defend the case on its merits.

Following the Constitutional Court decision, AngloGold Ashanti has become subject to numerous claims relating to silicosis and other Occupational Lung Diseases (OLD), including several potential class actions and individual claims.

Bangumzi Bennet Balakazi and others providing evidence showingv. AngloGold Ashanti. On or about August 21, 2012, AngloGold Ashanti was served with an application instituted by Bangumzi Bennet Balakazi and others in which the applicants seek an order declaring that Mr Mankayi contractedall mine workers (former or current) who previously worked or continue to work in specified South African gold mines for the period owned by AngloGold Ashanti and who have silicosis or other OLD constitute members of a class for the purpose of proceedings for declaratory relief and claims for damages. In the event the class is certified, such class of workers would be permitted to institute actions by way of a summons against AngloGold Ashanti for amounts as yet unspecified. On September 4, 2012, AngloGold Ashanti delivered its notice of intention to defend this application. AngloGold Ashanti has also delivered a formal request for additional information that it requires to prepare its affidavits in respect to the allegations and the request for certification of a class.

Bongani Nkala and others v. Harmony Gold Mining Company Limited, AngloGold Ashanti, Free State Consolidated Gold Mines (Operations) Limited and others. On or about January 8, 2013, AngloGold Ashanti and its subsidiary Free State Consolidated Gold Mines (Operations) Limited, alongside other mining companies operating in South Africa, were served with another application to certify a class. The applicants in the case seek to have the court certify two classes namely: (i) current and former mineworkers who have silicosis (whether or not accompanied by any other disease) and who work or have worked on certain specified gold mines at any time from January 1, 1965 to date; and (ii) the dependants of mineworkers who died as a result of negligent conductsilicosis (whether or not accompanied by any other disease) and who worked on the part ofthese gold mines at any time after January 1, 1965. AngloGold Ashanti Limited.has filed a notice of intention to oppose the application.

Individual claimants’ actions against AngloGold Ashanti. In October 2012, a further 31 individual summonses and particulars of claim were received by AngloGold Ashanti relating to silicosis and/or other OLD. The company will defendtotal amount being claimed in the case and any subsequent claims on their merits. Should other individuals or groups lodge similar claims,31 summonses is R77 million (approximately $8 million). On October 22, 2012, AngloGold Ashanti filed a notice of intention to oppose these too will be defended byclaims. AngloGold Ashanti has also served a notice of exception to the company and adjudicated bysummonses which, if successful, is expected to require the Courts on their merits. In viewplaintiffs to redraft the particulars of the limited information currently available, no reliable estimate for any potential liability arising from such other similar claims, if and when filed, can be made at this time.claim to correct certain errors.

AngloGold Ashanti Limited (AGA) v. Pamodzi Gold (Orkney) (Pty) Limited (in Provisional Liquidation) (Pamodzi): AGA is owed money for services rendered to Pamodzi. AGA sold Shafts 1-7AngloGold Ashantisold certain mine shafts to another mining company in 1998 but continued to service them pursuant to the terms of a service contract. When Pamodzi later purchased the Shafts, AGA providedshafts, AngloGold Ashantiprovided services to Pamodzi on the same basis that it had provided services to the previous owner, on the understanding that a new agreement would be entered into once all of the commercial terms of such an agreement were finalized. On March 10, 2009, prior to AGA andAngloGold Ashantiand Pamodzi entering into a new services agreement, a creditor of Pamodzi applied to have Pamodzi placed under provisional liquidation. This application was granted by the North Gauteng High Court.

AtAngloGold Ashanti alleges that at the time of beingit was placed in provisional liquidation, Pamodzi owed AGAAngloGold Ashanti approximately R59 million (approximately US$6.5$6 million) for services rendered by AGA.rendered. AngloGold Ashanti also alleges that Pamodzi also owes AGAAngloGold Ashanti approximately R54 million (approximately US$5.9$6 million) for services rendered subsequent to the liquidation application being made. This R54 million is an administrative cost and will be a first charge against the estate. The date of the final liquidation order has not yet been set.

On March 16, 2012, Pamodzi (in provisional liquidation) and four others issued summons against AGAAngloGold Ashanti in the North Gauteng High Court, Pretoria, demanding the return of about R89.5 million (approximately US$11.1$10 million) paid by Pamodzi to AGAAngloGold Ashanti less than six months prior to the winding-up of Pamodzi. Plaintiffs further allege that AGAAngloGold Ashanti took possession of some 26.9 kilograms of gold owned by Pamodzi in March 2009 and demand either that the gold be returned or that reimbursement be provided in the amount of R7.1 million (approximately US$0.9$0.8 million).

 

 

Van der Postet al.al. v. AngloGold Ashanti Limited (AGA) (WLD 07/10014): In May 2007, a group of AGAAngloGold Ashanti pensioners (van der Post and others) instituted an action against the company in the Witwatersrand Local Division of the High Court (now called the South Gauteng High Court). At issue was the introduction of an inflation-related (CPIX) cap on post-retirement health care contributions by the company. The company maintains that its action iswas justifiable and fair given the circumstances, precedents and the contractual nature of the undertaking. Summons wasThe plaintiffs issued by the plaintiffsa summons demanding that AGAAngloGold Ashanti restore the level of contributions that prevailed before the introduction of the cap. In 2011, a private arbitration hearing was postponed to April 2012 pending settlement negotiations. AsThe parties settled in May 2012. The settlement agreement provided that AngloGold Ashanti will make certain health care contributions on behalf of the claimants have not mentioned a specific quantum, no reasonable estimatepensioners and that AngloGold Ashanti contribute the sum of potential loss can be made.R800,000 ($0.1 million) toward the legal costs incurred by the pensioners.

COLOMBIA

 

La Colosa class action lawsuits: The following sixtwo class action lawsuits are currently pending before different Colombian state and federal courts in relation to AngloGold Ashanti Colombia S.A. (AGAC)’s La Colosa project, which is currently in its pre-feasibility phase and consists of three core concession contracts:

 

Ivonne Prada v. Federal Department of the Environment, Housing and Territorial Development (October 2009);

Usocoello, Cortolima, Procuraduria Regional Tolima, Universidad de Ibagué, Estudiantes de la Universidad del Rosario, Federarroz v. AGAC, Federal Department of Mines, Federal Department of the Environment, Housing and Territorial Development and Ingeominas (September 2010);

Maria del Pilar Gonzalez v. Federal Department of Mines, Ingeominas and AGAC (May 2011);

Maria del Pilar Gonzalez v. Federal Department of Mines, Ingeominas and AGAC (July 2011);

Personero de Ibagué v. Federal Department of the Environment, Housing and Territorial Development, Ingeominas, AGAC, Continental Gold Ltda., Oro Barracuda Ltda., Fernando Montoya, Alberto Murillo and Eugenio Gomez (December 2011) (Uscocoello); and

 

Juan Ceballos v. Federal Department of the Environment, Housing and Territorial Development, Ingeominas, Cortolima and AGAC (February 2012).

All but one of these lawsuits name AGAC as a defendant. Each lawsuit aims to stop exploration and mining in certain restricted areas affected by the La Colosa project due to environmental concerns or alleged breaches of environmental laws. Under Colombian law, restricted areas are State-protected land on which certain economic activities are restricted. AGAC has opposed, and has sought the dismissal of most of, the class action lawsuits that have been filed against it.

In 2013, the Tribunal de Cundinamarca (a Colombian appellate court) dismissed both cases known as Maria del Pilar Hurtado v. Federal Department of Mines, Ingeominas and AGAC.

The class action lawsuit that has progressed the most is Uscocoello, which was filed in the Third Administrative Court of the District of Ibagué on September 9, 2010. It named each of Ingeominas (the Colombian regulatory agency for mining activities), the Federal Department of the Environment, Housing and Territorial Development, as well as the Federal Department of Mines as defendants. AGAC was subsequently joined to the lawsuit as an additional defendant. The plaintiffs are the User Association of the Land Adequation District of Coello and Cucuana Rivers (Usocoello), which is a (a cooperative representing local farmers,farmers), the Autonomous Regional Corporation of Tolima (Cortolima)

(“Cortolima”), which is the(the government of the State of Tolima,Tolima), the Office of the Attorney General of the State of Tolima (Procurador Judicial Ambiental y Agrario para el Tolima), the University of Ibagué (Estudiantes de la Universidad del Rosario), a(a student association of the University of El Rosario (Estudiantes de la Universidad del Rosario) and Fedearroz which is the(the Colombian association of rice growers.growers).

The plaintiffs have petitioned the court to order the defendant governmental entities not to declare the La Colosa mining project feasible on the grounds that the project threatens a healthy environment, public health and food safety for Usocoello members and local residents. Such order by the court would result in the revocation of AGAC’s permit to temporarily use for its exploration activities 515.75on 6.39 hectares of forest reserve that are otherwise designated as restricted areas.

In addition, as each of AGAC’s three core mining concession contracts governing the La Colosa project provides that Ingeominas has the discretion to declare the underlying concession void if AGAC breaches applicable environmental laws or regulations, the plaintiffs have petitioned the court to direct Ingeominas to cancel such concession contracts on the ground that AGAC has violated the Code of Natural Resources. If plaintiffs prevail and Ingeominas is ordered to cancel AGAC’s three core concession contracts, the company would be required to abandon the La Colosa project and all of AGAC’s other existing mining concession contracts and pending proposals for new mining concession contracts would also be cancelled. In addition, AGAC would be banned from doing business with the Colombian government for a period of five years. As a result, AGAC would be unable to conduct any mining exploration or development activities during such period. However, this would not affect other AngloGold Ashanti subsidiaries operating in Colombia, which hold singularly or in concert with joint venture partners the majority of AngloGold Ashanti’s concession contracts in Colombia.

As no settlement was reached at a special conciliation hearing (Pacto de Cumplimiento) held on April 27, 2011, the trial has continued and the court is gathering evidence from the parties in preparation for its ruling.

Toche Anaima Belt class action lawsuit: In addition to the La Colosa class action lawsuits, the following lawsuit was filed in connection with the Toche Anaima Belt.

The Personero de Ibagué v. Federal Department of the Environment, Housing and Territorial Development, Ingeominas, AGAC, Continental Gold Ltda., Oro Barracuda Ltda., Fernando Montoya, Alberto Murillo and Eugenio Gomez (December 2011); and

In addition, in connection with the class action lawsuit filed by the Ombudsman of Ibagué (Personero de Ibagué) in September 2011, the Superior Court of the District of Ibagué granted the plaintiff a preliminary injunction that resulted in the suspension of AGAC’s mining concession contracts relating to certain greenfield exploration activities in the Toche Anaima Belt. These contracts do not include AGAC’s core concession contracts relating to the La Colosa project. AGAC has appealed against this preliminary injunction and its appeal is still pending.

 

Cortolima’s injunction against AGAC: On March 11, 2013, Cortolima issued a regulatory injunction against AGAC alleging, among other things, that in relation to certain of AGAC’s La Colosa exploration activities, AGAC was operating without proper permits and regulatory permission and was engaging in drilling and other activities that were having negative effects on the environment. On March 22, 2013, AGAC delivered a resolution against the injunction, seeking an annulment of the action and the restoration of AGAC’s rights to continue exploration activities in the area. While the injunction remains in place, AGAC will not be able to engage in certain of its activities related to the La Colosa Project.

Department of the Environment, Housing and Territorial Development (DoE) v. AGACAngloGold Ashanti Colombia S.A.: In Resolution No. 785 of April 29, 2009, the DoE opened an investigation against AGAC and brought a list of charges against it for carrying out exploratory activities at the La Colosa project without having obtained the applicable permit to partially or temporarily use the soil of a forest reserve that was designated as a restricted area. In particular, the DoE alleged that AGAC violated Article 210 of the Code of Natural Resources (Code)(the “Code”), which requires a company to obtain such a permit when it plans on carrying out an economic activity that will involve the cutting down of trees. In 2010, while conducting its investigation, the DoE also proceeded to update the existing mining terms of reference, which set forth the environmental studies and other environmental activities that each mining company is required to conduct in connection with the exploration phase of its respective mining project. As reflected in Article 34 of the Code, the new terms of reference specify that exploration may not be carried out in restricted areas without a permit sanctioning such exploration. The DoE then resolved that AGAC was in breach of the 2010 terms of reference and issued a fine against the company.AGAC.

As the parties were unable to reach an agreement at a conciliation meeting held on May 30, 2011, on such same date AGAC filed an action against the DoE in the Administrative Superior Court of the Cundinamarca District to annul the penalties. On April 16, 2012, the action was submitted to the court office of the Cundinamarca District for admission.

In November 2012, AGAC filed a legal action alleging a violation of AGAC’s constitutional rights, also known as a tutela action. A hearing on the tutela action has not yet been scheduled.

Should the DoE’s fine ultimately be upheld by the courts, Ingeominas would then have the discretion to terminate AGAC’s three core mining concession contracts relating to the La Colosa project. In the event of such termination, the companyAGAC would be required to abandon the La Colosa project and all of AGAC’s other existing mining concession contracts and pending proposals for new mining concession contracts would also be canceled.cancelled. In addition, AGAC would be banned from doing business with the Colombian government for a period of five years. As a result, AGAC would be unable to conduct any mining exploration or development activities during such period. However, this would not affect other AngloGold Ashanti subsidiaries operating in Colombia, which hold singularly or in concert with joint venture partners the majority of AngloGold Ashanti’s concession contracts in Colombia.

DUBAI

AngloGold Ashanti v. Thani Investments LLC (TI): In September 2011, AGA made advances totaling $35 million under a loan agreement entered into with Thani Ashanti Alliance Limited (TAAL). The loan was guaranteed by TI and matured on December 31, 2012.

Payment of the loan plus interest was not made at maturity which gave rise to an event of default under the loan agreement. AngloGold Ashanti sent notices of demand to TI and other related parties. In February 2013, at the request of AngloGold Ashanti, a Dubai court issued an order granting the attachment of a bank account of TI in favor of AngloGold Ashanti. No funds could be recovered from the bank account. AngloGold Ashanti has brought in a claim against TI under the guarantee in the Dubai courts. In addition, AngloGold Ashanti has also brought an action to liquidate TI in the Dubai courts.

GHANA

 

Westchester/Westchester Resources Limited (Westchester) / Africore Ghana Limited (WAL) v.(Africore) vs. AngloGold Ashanti Goldfields Company(Ghana) Limited (AGCL)(AGAG): In December 2001, WAL instituted an action against AGCLWestchester and Africore (together, the “plaintiffs”) commenced separate actions in the High Court of Ghana claiming that AGAG breached the exploration agreement they respectively entered into with AGAG on October 31, 2000. The cases were consolidated.

On March 31, 2011 the High Court gave judgment in Accra claimingfavor of the plaintiffs and awarded total damages of $17.4 million to Westchester and Africore jointly for breach of the agreements and total costs of GHc30,000. On April 4, 2011 AGAG filed an existing explorationappeal to the Court of Appeal and option agreement betweensubsequently applied to the parties. Although the matter was originally referred to arbitration, WAL eventually pulled out of the arbitration proceedings and filed a notice to maintain the action in the High Court. In the notice, WAL claimed US$20 million in damages. The statement of claim was later amended to demand US$9 million in special damages.

Trial began on February 13, 2009. Thetrial court decided in WAL’s favor on March 31, 2011 and awarded damages of US$17.4 million in general damages and GHS 30,000 (approximately $19,726) in costs. AGCL has appealed and has been grantedfor an order for a stay of execution of the judgment pending the hearing and determination of the appeal. The court granted the application on condition that AGAG pay $3 million to each plaintiff (with the full amounts to be awarded upon execution of the judgment if appeals are unsuccessful) and that the plaintiffs give an undertaking that the said sums would be refunded in the event that AGAG’s appeal is successful. On October 24, 2011, following AGAG’s application before the Court of Appeal requesting a variation of the conditions of the stay of execution, the Court of Appeal altered the High Court’s decision by ordering AGAG to pay $1 million (rather than $3 million) to each plaintiff and deposit an additional $4 million total with the Registrar for investment pending the determination of the appeal. On December 20, 2012, the Court of Appeal affirmed the judgment of the High Court and dismissed AGAG’s appeal. AGAG filed an appeal to the Supreme Court contesting the decision of the High Court and an application for directions. In a ruling on March 27, 2013 the Court upheld the respondents’ objection to the application for directions and ordered that AGAG file its notice of appeal before the Court of Appeal and file a subsequent application for stay of execution. AGA has complied with the ruling of the Court. A date has not been set down for the application to be heard.

 

National Labour Commission (NLC) & 273 Others v. AngloGold Ashanti (Ghana) Limited (AAGL): In December 2006, Appiah Agyei Boateng and 272 others claiming to be the employees of AAGLAGAG (affected employees) petitioned the National Labour Commission (NLC)NLC to compel AAGLAGAG to pay their gratuities. Plaintiffs claimThe affected employees claimed that they were transferred to Mining and& Building Contractors Limited (MBC), an independent construction firm,mining contractor, without their consent and allege that, as a result of their transferral,transfer, they suffered a diminution in their terms and conditions of service. Plaintiffs therefore seekThe affected employees sought redundancy payments from AAGL.AGAG.

On August 20, 2009, the NLC found in favor of the petitioners and ordered AAGLAGAG to make redundancy payments totalling US$4.7totaling $4.7 million. AAGLAGAG applied to the High Court to have the NLC’s decision set aside. On April 7, 2011, the High Court found against AAGL.AGAG. A stay of execution was granted on January 13, 2012, on condition that an appeal be heard within three months. AAGL is working closelyOn November 8, 2012, a settlement was reached among AGAG, the NLC and the affected employees. Terms of the settlement and a notice of withdrawal of appeal were filed with the Registrarcourt. The settlement provides that AngloGold Ashanti will pay approximately $4.7 million total to havebe divided among the records expeditedaffected employees and transmittedwill pay $200,000 in legal fees to the affected employees’ lawyers. On December 12, 2012, the Court of Appeal.Appeal granted AGAG’s application to withdraw the appeal and declared the matter settled as per the terms of settlement. All affected employees have been paid in full and have acknowledged receipt of payment. The matter is now settled.

 

National Labour Commission (NLC) v. AngloGold Ashanti (Ghana) Limited (AAGL) (in re early retirees): In March 2008, complainantspetitioners alleged to the NLC that AAGLAGAG had misrepresented to them that they could opt for an early retirement and receive enhanced benefits by way of their unpaid salaries and social security contributions. They claimed that, but for AAGL’sAGAG’s misrepresentation, they would have elected to exit by way of redundancy. They demanded that AAGLAGAG pay them the difference between what would have been their ‘redundancy’redundancy packages and the actual payments made to them under the retirement package. The total amount of the claim is the cediGhanaian currency equivalent of US$1.8$1.8 million.

On April 3, 2009, the NLC ordered AAGLAGAG to pay each petitioner the difference between the redundancy package and the early retirement benefit. The High Court upheld the order, but the Court of Appeal reversed the order on March 14, 2011 and allowed AAGL’sAGAG’s application for a stay of execution pending appeal. A hearing dateThe records of appeal were settled and on November 26, 2012 AGAG filed its written submissions. The Court has fixed May 30, 2013 to deliver its judgement.

Abdul Waliyu and 152 others vs AngloGold Ashanti (Ghana) Limited (AGAG): AGAG is expected to be fixed once the records have been transmittedinvolved in litigation relating to the CourtPompora Treatment Plant (PTP) near the Obuasi mine which was decommissioned in 2000. On April 2, 2013 AGAG received a summons from Abdul Waliyu and 152 others in which the plaintiffs allege that they were or are residents of Appeal.the Obuasi municipality or its suburbs and that their health has been adversely affected by emission and/or other environmental impacts arising in connection with the current and/or historical operations of the PTP. Plaintiffs’ alleged injuries include respiratory infections, skin diseases and certain cancers. The writ asks the court to award general damages, special damages for medical treatment and punitive damages, as well as several orders relating to operation of the PTP. AGAG has filed a notice of intention to defend.

In addition, in 2010, four separate writs, involving more than four hundred people resident in three suburbs of Obuasi, were issued to AGAG involving similar allegations that the plaintiffs’ health had been adversely affected by the operation of the PTP. In 2011, two of the writs were dismissed, with costs awarded in favour of AGAG, and a third writ was adjourned indefinitely. AngloGold Ashanti is currently in discussions with the plaintiffs in the fourth matter, Abena Manu and 41 others vs AngloGold Ashanti, Obuasi.

TANZANIA

 

Jackson Manyelo & others vs. Geita Gold Mining Limited (GGM) (Civil case no. 27/2007): In January 2007, the claimantsplaintiffs filed a suit against GGM in the Mwanza High Court alleging that they were affected by blasting activities in the Katoma area carried out by GGM and had suffered damages in the amount of Tshs9.6 billion (approximately US$6$6 million). The parties are waitingthen attempted to receive notice of asolve the matter through mediation, hearing frombut were unsuccessful. The matter is scheduled to be heard in the Mwanza High Court.Court on April 25, 2013.

GUINEA

 

Government of Guinea (National Claim Commission) v. Société AngloGold Ashanti Goldfields de Guinée SA (SAG): A national claim recovery commission put in placeestablished by the government has demanded that SAG pay US$43$43 million in dividends and penalties that would allegedly have been owed to the government for the accounting years 2004 – 2007. SAG opposes the claim. The two parties havehad originally decided to submit their dispute to an independent audit firm to be appointed by a common accord.accord; however, the independent audit firm was never appointed. In December 2010, the national claim recovery commission was disbanded and the matter was turned over to the Inspector General of the Ministry of Finance.

DIVIDENDS

Dividends are proposed and approved by the board of directors of AngloGold Ashanti, based on the company’s financial performance. Dividends are recognized when declared by the board of directors of AngloGold Ashanti. During the third quarter of 2011, the Company changed its timing of dividend payments to quarterly, rather than half-yearly.

Dividends may be declared in any currency at the discretion of the AngloGold Ashanti board or AngloGold Ashanti shareholders at a general meeting. Currently, dividends are declared in South African rands and paid in Australian dollars, South African rands, British pounds and Ghanaian cedis. Dividends paid to registered holders of AngloGold Ashanti ADSs are paid in US dollars converted from South African rands by The Bank of New York Mellon, as depositary, in accordance with the deposit agreement. Exchange rate fluctuations may therefore affect the value of the dividends received by registered shareholders and distributions paid by the relevant depositary to investors holding AngloGold Ashanti securities. Moreover, fluctuations in the exchange rates of the US dollar may affect the US dollar price of the ADSs on the NYSE. For details on taxation and exchange controls applicable to holders of ordinary shares or ADSs, see “Item 10D.: Exchange controls” and “Item 10E.: Taxation – Taxation of dividends”.

Dividends declared to foreign shareholders are not subject to the approval by the South African Reserve Bank (SARB) in terms of South African foreign exchange control regulations. Dividends are freely transferable to foreign shareholders from both trading and non-trading profits earned in South Africa by publicly listed companies.

AngloGold Ashanti expects to continue to pay dividends, although there can be no assurance that dividends will be paid in the future or as to the particular amounts that will be paid from year to year. The payment of future dividends will be dependent upon the board’s ongoing assessment of AngloGold Ashanti’s earnings, after providing for long term growth, cash/debt resources, compliance with the solvency and liquidity requirements the Companies Act, of 2008, the amount of reserves available for a dividend based on the going concern assessment, and restrictions placed by the conditions of the convertible bond, other debt facilities, protection of the investment grade credit rating and other factors. AngloGold Ashanti will continue to manage capital expenditure in line with profitability and cash flow, and its approach to the dividend on the basis of prudent financial management.

Under South African law, the company may declare and pay dividends from any reserves included in total shareholder’s equity (including share capital and share premium) calculated in accordance with International Financial Reporting Standards (IFRS), subject to the solvency and liquidity test.

Dividends are payable to shareholders registered at a record date that is after the date of declaration. Dematerialized shareholders on the South African share register will receive payment of their dividends electronically, as provided for by STRATE. Certificated shareholders, who have elected to receive their dividends electronically, will be paid via the company’s electronic funds transmission service. Certificated shareholders who have not yet elected to receive dividend payments electronically are encouraged to mandate this method of payment for all future dividends.

Withholding tax

South Africa currently imposes a Dividend Withholding Tax on Companies (dividends tax) at a rate of 15 percent on the net amount of the dividend declared by a resident company, other than a Headquarter Company.

The dividends tax is generally imposed on the beneficial owner. The dividends tax could be reduced to a lower rate under an applicable double tax treaty, if all requirements are met. In the budget speech on February 22, 2012,case of dividends paid to a US holder with respect to shares, the South African MinisterTreaty would generally limit the dividends tax rate to 5 percent of Finance announced that the withholdinggross amount of the dividends if a US holder (it must be a corporate) holds directly at least 10 percent of the voting stock of AngloGold Ashanti. In all other cases, the maximum tax on dividends and other distributions payable to shareholdersrate under the Treaty is 15 percent of the gross amount of the dividend. There are different rules to consider if the beneficial owner of the dividends is a US resident who carries on allbusiness in South Africa through a permanent establishment situated in South Africa, or performs in South Africa independent personal services from a fixed base situated in South Africa, and the dividends declared after April 1, 2012.

This withholdingare attributable to such permanent establishment or fixed base. Moreover, if the dividends tax replacesrate is reduced under the Secondary Tax on Companies and although this may reduce theauspices of an applicable double tax payable by AngloGold Ashanti’streaty, there are certain South African operations, thereby potentially increasing distributable earnings,compliance requirements that must be met in order to access the withholdingdouble tax on dividends and other distributions will generally reduce the amount of dividends or other distributions received by AngloGold Ashanti shareholders.treaty relief.

 

8B.

SIGNIFICANT CHANGES

None.

ITEM 9:  THE OFFER AND LISTING

 

9A.

OFFER AND LISTING DETAILS

The following table sets out, for the periods indicated, the reported high and low market quotations for AngloGold Ashanti’s ordinary shares on the JSE and for its sponsored ADSs on the NYSE:

 

 JSE        NYSE(1)    JSE        NYSE(1)   
Year ended December 31 High Low   High         Low   High Low   High         Low  
 (South African cents per ordinary share)              (US dollars per ADS)       (South African cents per ordinary share)              (US dollars per ADS)      

Annual information

      

2007

 35,899 25,400   49.42 33.80  

2008

 34,900 15,011   51.35 13.37   34,900 15,011   51.35 13.37  

2009

 34,679 28,630   47.52 36.05   34,679 28,630   47.52 36.05  

2010

 36,631 26,640   52.86 34.11   36,631 26,640   52.86 34.11  

2011

 39,182 27,333   51.69 38.97   39,182 27,333   51.69 38.97  
 

2010

     

First quarter

 33,000 26,640   44.68 34.11  

Second quarter

 34,150 27,649   45.25 37,52  

Third quarter

 33,946 28,650   47.75 38.55  

Fourth quarter

 36,631 31,165   52.86 44.22  

2012

 36,500 25,199   47.17 29.51  
  

2011

          

First quarter

 35,240 30,226   49.99 42.47   35,240 30,226   49.99 42.47  

Second quarter

 34,096 27,333   51.69 39.70   34,096 27,333   51.69 39.70  

Third quarter

 38,250 27,600   48.85 40.58   38,250 27,600   48.85 40.58  

Fourth quarter

 39,182 32,000   49.14 38.97   39,182 32,000   49.14 38.97  
  

2012

          

First quarter

 36,500 28,001   47.17 36.06   36,500 28,001   47.17 36.06  

Second quarter

 31,979 25,250   38.31 30.70  

Third quarter

 30,530 25,199   36.93 30.56  

Fourth quarter

 30,495 25,500   35.89 29.51  
  

September 2011

 38,250 31,300   48.85 40.63  

October 2011

 36,710 32,000   47.55 38.97  

November 2011

 38,795 35,600   49.14 42.93  

December 2011

 39,182 33,567   48.88 40.59  

January 2012

 36,382 34,016   46.66 42.02  

February 2012

 36,500 32,348   47.17 41.41  

March 2012

 31,995 28,001   42.96 36.06  

April 2012(2)

 28,540 26,030   37.25 32.44  

2013

     

First quarter

 27,048 21,031   31.88 23.08  
 

September 2012

 30,530 26,091   36.93 31.15  

October 2012

 30,495 26,891   35.89 31.98  

November 2012

 30,172 26,133   34.97 29.58  

December 2012

 27,780 25,500   31.48 29.51  

January 2013

 27,048 24,450   31.88 27.02  

February 2013

 26,196 21,776   29.78 24.17  

March 2013

 23,547 21,031   25.47 23.08  

April 2013(2)

 217.96 161.33   23.55 17.45  

 

(1)

Each ADS represents one ordinary share.

(2)

Through April 16, 2012.19, 2013.

See “Item 7A.: Major shareholders” for the number of ADSs outstanding at December 31, 2011.2012.

 

9B.

PLAN OF DISTRIBUTION

Not applicable.

9C.

MARKETS

NATURE OF TRADING MARKET

The principal trading markets for AngloGold Ashanti’s ordinary shares are the New York Stock Exchange, in the form of ADSs, under the symbol “AU” and the JSE Limited, in the form of ordinary shares, under the symbol “ANG”.

AngloGold Ashanti’s ordinary shares are also listed on the London Stock Exchange under the symbol “AGD“AGD” and the Ghana Stock Exchange under the symbol “AGA”. Its ordinary shares are also listed on the Australian StockSecurities Exchange, in the form of Chess Depositary Interests (each representing one-fifth of an ordinary share) under the symbol “AGG” and on the Ghana Stock Exchange, in the form of Ghanaian Depositary Shares or GhDSs (each representing one one-hundredth of an ordinary share) under the symbol “AADS”.

AngloGold Ashanti delisted from Euronext Paris on December 23, 2011 and from Euronext Brussels on December 30, 2011.

 

9D.

SELLING SHAREHOLDERS

Not applicable.

 

9E.

DILUTION

Not applicable.

 

9F.

EXPENSES OF THE ISSUE

Not applicable.

ITEM 10: ADDITIONAL INFORMATION

 

10A.

SHARE CAPITAL

ANGLOGOLD ASHANTI’S ORDINARY SHARES AND PREFERENCE SHARESAuthorized and Issued Shares

At the annual general meeting of shareholders held on May 15, 2009, shareholders approved an increase in the company’s authorized ordinary share capital. AngloGold Ashanti’s authorized and issued share capital as of December 31, 20112012 and April 16, 201219, 2013 (being the latest practicable date prior to the publication of this document) is set out below:

 

Title of Class  Authorized     Issued 
    April 16,  2012(1)   December 31, 2011 

Ordinary shares at par value of R0.25 each

   600,000,000      382,410,964     382,242,343  

E ordinary shares at par value of R0.25 each

   4,280,000      2,563,772     2,582,962  

A redeemable preference shares at par value of R0.50 each

   2,000,000      2,000,000     2,000,000  

B redeemable preference shares at par value of R0.01 each

   5,000,000      778,896     778,896  

(1)

Does not include additional shares to be issued in respect of the BEE Transaction approved by shareholders on May 11, 2011 of 48,923 ordinary shares and 1,370,634 E ordinary shares.

Title of Class  Authorized     Issued 
    April 19, 2013   December 31, 2012 

Ordinary shares at par value of R0.25 each

   600,000,000      383,682,420      383,320,962   

E ordinary shares at par value of R0.25 each

   4,280,000      1,605,360      1,617,752   

A redeemable preference shares at par value of R0.50 each

   2,000,000      2,000,000      2,000,000   

B redeemable preference shares at par value of R0.01 each

   5,000,000      778,896      778,896   

All of the issued ordinary shares, E ordinary shares, A redeemable preference shares and B redeemable preference shares are fully paid and are not subject to further calls or assessment by AngloGold Ashanti.

All of the A redeemable preference shares and B redeemable preference shares are held by Eastvaal Gold Holdings Limited, AngloGold Ashanti’s wholly-owned subsidiary. AngloGold Ashanti’s Articles of Association provide that the A redeemable preference shares and B redeemable preference shares are not transferable.

The table below details changes in the issued ordinary issued share capital of AngloGold Ashanti since December 31, 20082009 through December 31, 2011.2012.

 

 

 
Period to  Description  

Number of
Shares

Shares

December 31, 2008

353,483,410 

Ordinary shares issued during 2009

 ��AngloGold Share Incentive Scheme1,131,916 
Employee Share ownership program – on conversion of E ordinary shares1,181 
Equity offering to fund the initial effective 35 percent interest in the Kibali gold project7,624,162  

 

 

December 31, 2009

     362,240,669  

Ordinary shares issued during 2010

  AngloGold Share Incentive Scheme   823,411  
  Employee Share ownership program – on conversion of E ordinary shares   –  
  Equity raising – proceeds used to part fund the hedge elimination   18,140,000  

 

 

December 31, 2010

     381,204,080  

Ordinary shares issued during 2011

  AngloGold Share Incentive Scheme   889,593  
  Employee Share ownership program – on conversion of E ordinary shares   99,747  
  BEE transaction Bokamoso ESOP   48,923  

 

 

December 31, 2011

     382,242,343  

The table below details changes in the E-ordinary issued share capital of AngloGold Ashanti since December 31, 2008 through December 31, 2011.

Period toDescriptionNumber of
Shares

December 31, 2008Ordinary shares issued during 2012

  AngloGold Share Incentive Scheme   3,966,941 

2009 E-ordinary shares movement

Cancelled and exchanged for ordinary shares in accordance with the cancellation formula(171,943)

December 31, 2009

3,794,998 

2010 E-ordinary shares movement

Cancelled and exchanged for ordinary shares in accordance with the cancellation formula(988,872)

December 31, 2010

2,806,126

2011 E-ordinary shares movement

Re-instated1,329,164945,641  
  Cancelled and exchanged forEmployee Share ownership program – on conversion of E ordinary shares in accordance with the cancellation formula   (1,552,328)132,978  

 

 

December 31, 20112012

     2,582,962383,320,962  

 

 

A and B Redeemable Preference shares

All of the A redeemable preference shares and B redeemable preference shares are held by Eastvaal Gold Holdings Limited, AngloGold Ashanti’s wholly-owned subsidiary. AngloGold Ashanti’s Memorandum of Incorporation provide that the A redeemable preference shares and B redeemable preference shares are not transferable.

E ordinary shares

On December 11, 2006, shareholders in general meeting authorisedauthorized the creation of a maximum of 4,280,000 E ordinary shares to be issued pursuant to an Employee Share Ownership Plan (ESOP)(ESOP) and a black economic empowerment transaction with Izingwe Holdings (Pty) Limited (Izingwe)(Izingwe) – (collectively, the BEE transaction)transaction). The E ordinary shares will not be listed.

At a general meeting held on May 11, 2011, shareholders approved an amendment to the terms of the BEE transaction by authorizing the issue of an additional issue of 48,923 ordinary shares to be made to the ESOP and the reinstatement of lapsed E ordinary shares to be made to the ESOP (to a maximum of 810,634 to the ESOP and a maximum of 560,000 to Izingwe. In addition to the reinstatement of cancelled E ordinary shares)shares, shareholders approved an amendment to the cancellation formula through the resetting of the strike price. Participants to the ESOP and to Izingwe (560,000are consequently guaranteed a minimum conversion price of R40 per E ordinary shares).share with a maximum of R90 per E ordinary share for the ESOP and R70 per E ordinary share for Izingwe from a base price of R320 and R330 per share, respectively. The amendment also took cognizance ofauthorized changes to the vesting criteria and duration of the scheme.

On June 9, 2011, a total of 1,329,164 E ordinary shares were reinstated of whichto the BEE Transaction – 769,164 E ordinary shares were reinstated in respect ofto the ESOP and 560,000 E ordinary shares were reinstated in respect ofto Izingwe.

In terms of the original authority granted by shareholders in 2006, on vesting, E ordinary shares were cancelled in exchange for ordinary shares in accordance with the cancellation formula.

E ordinary share capital amounting to R51,842,313 in respect of 688,332 vested, unconverted and cancelled E ordinary shares, was transferred to ordinary share premium during 2011. Prior to the amendment of the BEE transaction, E ordinary shares did not convert into ordinary shares where the market price of an AngloGold Ashanti ordinary share was less than the strike price of the E ordinary share as calculated in accordance with the cancellation formula.

In addition to the reinstatement of cancelled E ordinary shares, shareholders approved an amendment to the cancellation formula through the resetting of the strike price. Participants to the ESOP and Izingwe are now guaranteed a minimum conversion price of R40 per E ordinary share with a maximum of R90 per E ordinary share for the ESOP and R70 per E ordinary share for Izingwe from a base price of R320 and R330 per share, respectively.

E ordinary shareholders are entitled to vote at all ordinary shareholder meetings. However, they do not hold a veto right.

Dividends are payable on E ordinary shares, in an amount equal to 50 percent of dividends payable to ordinary shareholders. The residual 50 percent of the dividend payable is taken into account in determining the cancellation formula.

E ordinary shares which vest and are exchanged for ordinary shares are automatically cancelled and may not be re-issued. Therefore, they do not form part of the unissued share capital of the company.

The table below details changes in the E-ordinary issued share capital of AngloGold Ashanti since December 31, 2009 through December 31, 2012.

Period toDescriptionNumber of
Shares

December 31, 2009

3,794,998 

2010 E-ordinary shares movement

Cancelled and exchanged for ordinary shares in accordance with the cancellation formula(988,872)

December 31, 2010

2,806,126 

2011 E-ordinary shares movement

Re-instated1,329,164
Cancelled and exchanged for ordinary shares in accordance with the cancellation formula(1,552,328)

December 31, 2011

2,582,962

2012 E-ordinary shares movement

Cancelled and exchanged for ordinary shares in accordance with the cancellation formula(965,210)

December 31, 2012

1,617,752

Unissued shares

The

In terms of a general authority from shareholders in annual general meeting, granted on 10 May 2012, the directors of the Company are authorized to allot and issue, for such purposes and on such terms as they may, in their discretion, determine, ordinary shares of 25 SA cents each (“shares”)(shares) in the authorized but unissued share capital of the Company up to a maximum of 5 percent of the number of shares in issue from time to time. The directors annually seek renewal of such authority at the annual general meeting, and the next renewal will be requested at the annual general meeting to be held on 13 May 2013.

 

Authorized but unissued ordinary Shares under the control of the directors – amounting to 5 percent of issued shares from time to time   19,112,70719,166,048  
SharesAuthorized but unissued ordinary shares attributable to the share incentive scheme (17,000,000(balance of issued issued less17,000,000 total scheme allocation pursuant to shares issued from 15 October 2008)   14,054,06713,108,426  
SharesAuthorized but unissued ordinary shares under specific authority for the convertible bonds (approved at the general meeting 30 July 2009)   15,384,615  
SharesAuthorized but unissued ordinary shares under specific authority for the mandatory convertible bonds (approved at the general meeting 26 October 2010)   18,140,000  

10B.

MEMORANDUM AND ARTICLES OF ASSOCIATIONINCORPORATION

With effect fromOn May 1, 2011, the South African Companies Act 71 of 2008 (as amended) (the Act) came into effect. In terms of the Act, companies havewere granted a two yearsyear period to amend their constitutional documents (previously referred to as the Memorandum and Articles of Association, but known under the Act as a Memorandum of Incorporation (MoI)(MoI)), in order to harmonize such constitutional documents with the Act or adopt a new (MoI)MoI, During the two year grace period certain provisions of the existing MoIs would continue to comply withprevail over those of the Act. Until such time asAct in the MoIcase of a company is amended orconflict. At a general meeting held on March 27, 2013, shareholders voted to adopt a new MoI for AngloGold Ashanti. This is adopted by shareholders in general meeting, companies may rely on their current MoIs,furnished to the extent that the Act does not apply.SEC as an exhibit to AngloGold Ashanti will be putting before its shareholders, a new MoI in compliance with the Act prior to the expiry of the two year period. A summary of the current MoI of AngloGold Ashanti under which the company currently operates is detailed below.Ashanti’s report on form 6-K on April 10, 2013.

REGISTRATION

AngloGold Ashanti is incorporated under the laws of the Republic of South Africa and registered with the Companies and Intellectual Property Commission under registration number 1944/017354/06. AngloGold Ashanti’sThe Act has abolished the requirement for specific “object and purpose” provisions to be included in an MoI, provides thatbut the company’s main business iscompany continues to carry on as its main business, gold exploration, the mining and production of gold, the manufacturing, marketing and selling of gold products and the development of markets for gold.

AngloGold Ashanti is governed by itsAshanti’s new MoI which document is available for inspection as set out in “Item 10H.: Documents on Display” and a summary of pertinent provisions, including rights of the holders of shares in AngloGold Ashanti, are set out below.

This summary does not contain all the information concerningpertaining to the rights of holders of AngloGold Ashanti’s ordinary shares and is qualified in its entirety by reference to the lawlaws of South Africa and AngloGold Ashanti’s governing corporate documents. As well as being governed by the provisions of the MoI, the rights of holders of AngloGold Ashanti’s ordinary shares are governed by the Act , the Companies Regulations, 2011, promulgated under the Act (the Regulations)(Regulations), which include the Takeover Regulations, and the JSE Listings Requirements. Further, the rights of holders of AngloGold Ashanti ADSs are governed by the Deposit Agreement between AngloGold Ashanti and The Bank of New York Mellon. See “– Share“Share Rights, Preferences and Restrictions – The Deposit Agreement”.

The Act provides that shares will no longer have a par or nominal value.value and hence no new shares having a nominal or par value may be authorized. However any shares which have a nominal or par value issuedauthorized prior to the effective date continue to have that nominal or par value and can be issued as such for so long as there are par value shares in the company’s authorized share capital.

DIRECTORS

The management and control of any business of AngloGold Ashanti is vested in the directors who, in additiondirectors. The authority of the board to their powers undermanage and direct the articlesbusiness and affairs of association, may exercise all powers and do all such acts and things as may be exercisedthe company is not limited, restricted or donequalified by AngloGold Ashanti which are not expressly required to be exercised or done by AngloGold Ashanti’s shareholders in a general meeting.the MoI.

Appointment Retirement and RemovalRetirement of Directors

The shareholders of the company have the power to elect the directors, and they are entitled to elect one or more alternate directors, in accordance with the provisions of the Act.

The board of directors may appoint any person to bewho satisfies the requirements for election as a director to fill any vacancy and anyserve as a director so appointed will hold office only untilon a temporary basis provided such appointment must be approved by shareholders at the followingnext shareholders’ meeting or annual general meeting and will then be eligible for re-election. meeting.

The MoI authorizes the chairman of the board, subject to the written approval of the majority of the directors, who retireto appoint any person as a director provided that such appointment is approved by shareholders at the next shareholders’ meeting or annual general meeting in this manner will not be taken into account in determining the directors who are to retire by rotation at such meeting.

At every annual general meeting one-third of the directors, not subject to employment contract,including executive directors, will retire by rotation, or if their number is not a multiple of three, then the number will be rounded downnearest to the nearest whole number.but not less than one third. Directors retiring by rotation are eligible for re-election. The directors so to retire at suchevery annual general meeting will unless otherwise determined by the board, be those who have been the longest in office since their last election, but as between persons who become or were last elected directors on the same day, those to retire will (unless they otherwise agree amongst themselves) be determined by lot. Retiring directors are eligible for re-election.election.

A director will no longer act as a director of the company if he becomes insolvent or subject to insolvency procedures, is found to be of unsound mind, is requested to resign by at least three-quarters of the directors in writing, is removed by a board resolution of AngloGold Ashanti, is prohibited from acting as director by law or order of court, or is absent from board meetings without leave of the directors for six consecutive months. A director can resign with one month’s written notice unless he obtains the permission of the directors to shorten his notice period.

The MoI contains no provision for directors to hold qualification shares, nor stipulateshares. The MoI does not impose an age limit requirement for the retirement or non-retirement of directors.

Under the Act, the MoI of a profit company must provide the company’s shareholders the right to elect a minimum of 50 percentdirectors, but in terms of the company’s directors. The remaininggovernance policies directors may be appointed in accordance with the MoI of the company which may provideare considered for a director to be electedex officio (as a consequence of that person holding some other office, title, designation or similar status), by a person specified in the MoI or as an alternate director. In addition, a director may be removed by an ordinary resolution at a shareholders’ meeting. The director concerned must be given notice of the meeting and be afforded a reasonable opportunity to make a presentation on the matter either personally or by representative before a vote is taken by the shareholders.retirement from age 70.

The Act provides that the authority of the board and its actions are not limited, negated or invalidated if the number of directors of a company falls below the minimum required by the Act or the MoI of such company. Instead, the board is obliged, within 40 business days, to convene a shareholders’ meeting to elect additional directors to bring the number of directors into compliance with the Act and the MoI of such company. The MoI of AngloGold Ashanti provides that where the number of directors on the board is less than the minimum required by the MoI (being 4 directors), the remaining directors may only act for the purposes of filling vacancies on the board or for calling a general meeting.

Board Meetings

The directors may regulate board meetings and determine the quorum necessary for the transaction of business as they deem fit. Unless otherwise determined by the directors, two directors form a quorum. Issues arising at meetings are decided by majority vote with the chairman having a second or casting vote where there are more than two directors present at the meeting.

Under the Act, to the extent that the MoI does not provide otherwise, decisions can be adopted by the written consent of a majority of directors given in person or by electronic communication, provided that each director has received notice of the matter to be decided. The MoI of AngloGold Ashanti provides that resolutions may be adopted by the written consent of at least three quarters of the directors entitled to vote thereon.

Borrowing Powers

AngloGold Ashanti may create and issue secured or unsecured debentures and the directors may borrow or secure the payment of such sums as they deem fit (but subject to any regulations made by shareholders in general meeting) and may secure the repayment of any indebtedness by bond, mortgage or charge provided that no special privileges as to allotment of shares, attending and voting at meetings, appointment of directors or otherwise will be given to the holders of AngloGold Ashanti’s debentures without the sanction of AngloGold Ashanti shareholders in a general meeting.

AngloGold Ashanti’s borrowing powers are unlimited. These borrowing powers may be varied by AngloGold Ashanti shareholders by way of a special resolution in a general meeting.

Remuneration

TheIn accordance with the Act, the MoI provides that the directors are entitled to such remuneration for their services as directors as AngloGold AshantiAshanti’s shareholders may approve by special resolution in a general meeting.meeting or annual general meeting within the previous two years of the date of payment of such remuneration. If a director performs services that, in the opinion of the board of directors, are outside the scope of the ordinary duties of a director, he may be paid such extra remuneration as the directors determine.

Under the Act, directors’ remuneration for their service as directors is required to be approved, by a special resolution of shareholders within the previous two years of the date of such remuneration.

Interests of Directors and Restriction on Voting

A director who is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with AngloGold Ashanti or any of AngloGold Ashanti’s subsidiaries must declare the nature of his interest to AngloGold Ashanti in accordance with the Act.

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

(i)

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

(ii)

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

(iii)

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

(iv)

any contract or arrangement with a company in which he is interested by reason only of being a director, officer, creditor or member of such company (and note that these prohibitions may at any time be suspended or relaxed to any extent either generally, or in respect of any particular contract or arrangement, by AngloGold Ashanti in general meeting).

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

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

The directors may exerciseMoI, the voting powers conferred byprovisions of the sharesAct in any other company held or owned by AngloGold Ashanti in such mannerthis regard are unalterable and in all respects as they deem fit, includingwill automatically apply, together with the exercise thereof in favor of any resolution appointing themselves or any of them to be directors or officers of such other company or voting or providing for the payment of remuneration to the directors or officers of such other company.

applicable common law. Under the Act, the procedures to deal with the personal financial interests of directors also apply to prescribed officers (persons(i.e. persons who exercise general executive control over and management of the whole, or a significant portion, of the business and activities of the company or regularly participate to a material degree in the exercise of general executive control over and management of the whole, or a significant portion, of the business and activities of the company, irrespective of the office held or function performed by such persons) and any person who is a member of a committee of the board of the company, whether or not that person is also a member of the company’s board. The Act provides that a director or prescribed officersuch other person with a personal financial interest must disclose this to the board and cannot vote at, and must leave, the meeting.meeting in which the matter is discussed, but will be counted as present for the purposes of a quorum.

Share Rights, Preferences and Restrictions

Allotment and Issue of Ordinary Shares

AnySubject to the Listings Requirements of the JSE, any unissued ordinary shares can be disposed of or dealt with in such manner as AngloGold Ashanti board of directors in their discretion think fit, if so authorised by shareholders may direct in a general meeting. AngloGold Ashanti shareholders may resolve that all or any of such ordinary shares are at the disposal of the directors who may allot, grant options over or otherwise deal with or dispose of the ordinary shares to such persons at such times and on such terms and conditions and for such consideration as the directors may determine.

Any shares may be issued with such rights or restrictions as AngloGold Ashanti shareholders in a general meeting may from time to time determine, or the directors, if shareholders delegate this power to the board.

No ordinary shares may be issued at a discount except in accordance with the Act. The 1973 Companies Act dealt with the issue shares at a discount to the par value shares of such shares if such shares are of a class already in issue; and provided that such issue had to be authorized by a special resolution. If shares are issued at a discount, every prospectus issued by the company thereafter relating to the issue of any shares, will contain particulars of the discount allowed on the issue of those shares, or so much of the discount as has not been written off at the date of the issue of such prospectus.

Under the Act, although directors may generally issue shares without shareholder approval, shareholder approval by way of a special resolution will, subject to certain exceptions, be required for the issue of shares (including ordinary shares), convertible securities (including share options) to directors, prescribed officers or persons related or inter-related to the company or to a director or prescribed officer, or if there is an issue of shares (including ordinary shares), or convertible securities, including share options, with voting power on an as-converted basis equal to or exceeding 30 percent of the voting power of all shares of that class held by shareholders immediately prior to the transaction or series of transactions.

Under the Act, directors may only issue shares for adequate consideration as determined by the board. The board’s determination of adequate consideration may not be challenged unless the directors have breached their standards of conduct as specified in the Act. In some cases, it may not be possible to indemnify the directors for their conduct and the company may have a claim against the directors for breach of their duties as set out in the Act. When a company has received the consideration for the issuance of shares (including in AngloGold Ashanti’s case, its ordinary shares) as approved by the board, such shares will be fully paid and the company will be obliged to issue the shares and cause the name of the holder to be entered into the company’s securities registers.

The Act also provides that shares can be issued for a consideration of future services, future benefits or future payment. Shares issued for such a consideration must be immediately issued and held in trust until the consideration is received in full by the company, thereafter they must be transferred to the subscriber.annual general meeting.

Dividends, Rights and Distributions

The ordinary shares participate fully in all dividends, other distributions and entitlements as and when declared by AngloGold Ashanti in respect of fully paid ordinary shares. Under South African law, AngloGold Ashanti may declare and pay dividends, from any reserves included in total shareholders’ equity calculated in accordance with International Financial Reporting Standards, subject to itsthe company satisfying the solvency and liquidity.liquidity test as provided by the Act and the board passing a resolution acknowledging that such test has been applied and it was reasonably concluded that the company would satisfy such test immediately after completing the distribution. No larger dividend will be declared by shareholders in general meeting than is recommended by the directors. Dividends are payable to shareholders registered at a record date that is after the date of declaration.

DividendsAlthough not stated in the MoI, dividends may be declared in any currency at the discretion of the board of directors or AGA shareholders in an extraordinary general meeting or annual general meeting. Currently, dividends are declared in South African rands and paid in Australian dollars, South African rands, Ghanaian cedis or United Kingdom pounds. Dividends paid to registered holders of AngloGold Ashanti ADSs are paid in US dollars converted from South African rands by The Bank of New York Mellon, as depositary, in accordance with the Deposit Agreement. See “– The“The Deposit Agreement”.

As approved by shareholders in general meeting on December 11, 2006, the company’s authorized share capital was increased through the creation of a maximum of 4,280,000 E ordinary shares, to be issued for cash, pursuant to an employee share ownership plan and black economic empowerment transaction. The E ordinary shares will not be listed. Holders of E ordinary shares are entitled to receive a dividend, equal to one-half50 percent of the dividend per ordinary share declared by AngloGold Ashanti from time to time.time by AngloGold Ashanti. In addition, the residual 50 percent of the dividend declared by AngloGold Ashanti from time to time is offset against the loan value of the E ordinary shares.

The holder of the B preference shares is entitled to an annual dividend amounting to the lesser of five percent of the issue price of the B preference shares, or an amount equivalent to the balance of the after-tax profits from income derived from mining the Moab Lease Area (which is part of the Vaal River operations in South Africa) as determined by the directors in each financial year. This annual dividend is a first charge on any profit available for distribution from the Moab Lease Area. The annual dividend is not payable from any of AngloGold Ashanti’s other profits.

The holder of the A preference shares is entitled to an annual dividend equivalent to the balance of the after-tax profits from income derived from mining the Moab Lease Area as determined by AngloGold Ashanti’s directors in each financial year, only once the annual dividend on the B preference shares has been paid in full.

Any

Although not stated in the MoI, any dividend may be paid and satisfied, either wholly or in part, by the distribution of specific assets, or in paid-up securities of AngloGold Ashanti or of any other company, or in cash, or in any one or more of such ways as the directors or AngloGold Ashanti in general meeting may at the time of declaring the dividend determine and direct.

All dividends remaining unclaimed for a period of not less than three years from the date on which they became payable, may, be forfeited by a resolution of the directors, become forfeited for the benefit of the company.

All of the issued ordinary shares, A redeemable preference shares and B redeemable preference shares are fully paid and are not subject to further calls or assessment by AngloGold Ashanti.

Under the Act, any dividend distributions must be approved by the board and satisfy certain solvency and liquidity tests as provided by the Act.

Voting Rights

Each ordinary share confers the right to vote at all general meetings. Each holder present in person or by proxy or, in the case of a corporate entity, represented, has one vote on a show of hands. If a poll is held, holders present or any duly appointed proxy will have one vote for each ordinary share held. A holder of ordinary shares is entitled to appoint a proxy to attend, speak and vote at any meeting on his or her behalf and the proxy need not be a shareholder. Holders of ADSs are not entitled to vote in person at meetings, but may vote by way of proxy through The Bank of New York Mellon as the ADS issuer. Holders of CDIs and GhDSs are not entitled to vote in person or by proxy at meetings, but may vote by way of proxy.instructing Chess Depository Nominees and NTHC Limited as depositary, respectively, how to vote their shares.

There are no limitations on the right of non-South African registered shareholders to hold or exercise voting rights attaching to any of the ordinary shares.

Holders of E ordinary shares have the right to vote at all general meetings and are entitled to appoint a proxy to attend, speak and vote at any meeting on his or hertheir behalf and the proxy need not be a shareholder, toshareholder. To the extent that holders of E ordinary shares will not be entitled to veto any resolution that would otherwise have been capable of being passed or not, by the required majority of votes of holders of ordinary shares and subject to the Listings Requirements of the JSE, holders of E ordinary shares will not be counted for categorization purposes in terms of section 9 of the Listings Requirements. These limitations on the E ordinary shares are a function of shareholder approval and the JSE Listings Requirements.

The A redeemable preference shares have similar voting rights that are similart to those of ordinary shares. The B redeemable preference shares have limited voting rights, except in the event that a dividend on this class of share has not been paid and remains unpaid for six months, or in connection with issuesresolutions directly affecting these preference shares or AngloGold Ashanti as a whole, such as disposal of substantially all of the company’s assets, winding up AngloGold Ashanti or reducing the company’s share capital.

At any meeting of AngloGold Ashanti at which the holders of the ordinary shares, A redeemable preference shares, and B redeemable preference shares are present and entitled to vote, on a poll, each holder of the A redeemable preference shares shall be entitled to 50 votes for every A redeemable preference share held, each holder of the ordinary shares is entitled to 50 votes for every ordinary share held and each holder of the B redeemable preference shares is entitled to one vote for every B redeemable preference share held.held

The MoI specifies that if new classes of ordinary or preference shares are issued, the rights relating to any class of shares may be modified or abrogated either with the consent in writing of the holders of at least three-fourths of the issued shares of that class, or with the sanction of a resolution passed as if it were a special resolution of the companyholders of shares in that class at a separate general meeting ofmeeting. The MOI also specifies that the holders of the A and B preference shares may provide written consents to the modification of that class.their rights.

Transfer of Ordinary Shares

Dematerialized shares which have been traded on the JSE are transferred on the STRATE (Share Transactions Totally Electronic) settlement system and delivered within five business days after each trade.

The dematerialization of shares is not mandatory and holders of ordinary shares in AngloGold Ashanti may elect to retain their certificated securities. Subject to any statutory restrictions on transfers, any shareholder may transfer all or part of his certificated securities, to the extent it is not prevented by the Act. Every transfer must be in writing in the usual common form or in such other form as the directors may approve and must be left at the transfer office where the register of transfers is kept or at such other place as the directors prescribe and must be accompanied by the share certificate and such other evidence as the directors or registrar may require to prove title and capacity of the intending transferor or transferee.

The directors may refuse to register any transfer of certificated securities unless the instrument of transfer, duly stamped, is lodged with AngloGold Ashanti accompanied by the share certificate, the transfer is in respect of only one class of securities or the transfer is permitted within any of AngloGold Ashanti’s incentive schemes.

Conversion of Ordinary Shares into Stock

In terms of the MoI AngloGold Ashanti may, by special resolution, convert any paid-up shares into stock and may reconvert any stock into paid-up shares of any denomination. The holders of stock may transfer their respective interests but the directors may fix the minimum amount of stock transferable. The holders of stock have the same rights, privileges and advantages as regards participation in profits and voting at general meetings of AngloGold Ashanti as if they held the shares from which the stock arose. All of the provisions of the MoI apply equally to stock as to shares.

Increase and Reduction of Capital

In terms ofThe company is authorized to issue the MoI AngloGold Ashanti shareholders may by way of special resolutionshares specified in a general meetingthe MOI and all such shares are required to be issued as fully paid up in accordance with the provisions of the Companies Act resolve to:

increase its capital by any sum divided into shares of any amount;

consolidate and divide all applicable approval and/or any part of its share capital into shares of larger amounts or consolidate and reduce the number of any issued no par value shares;

increase the number of any issued no par value shares without increasing its stated capital;

cancel any shares which have not been subscribed for;

sub-divide its shares or any of them into shares of smaller amounts than fixed by the memorandum of association;

vary, modify or amend any rights attached to any shares whether issued or not, including the conversion of any shares into preference shares; and

convert any of its shares whether issued or not into shares of another class.

In addition, AngloGold Ashanti shareholders may by ordinary resolution in a general meeting and subject to theother requirements of the Act and the rules andJSE Listings Requirements.

The directors are authorized, subject to any requirements of the stock exchange on which the securities are listed, reduce, dispose of, distribute or otherwise deal with in any manner its share capital, share premium, stated capital, reserves and capital redemption reserve fund.

Under the Act, the authorization and classification of shares, the numbers of authorized shares of each class,JSE Listings Requirements and the preference, rights, limitations and other terms associated with each class of shares, as set out in a company’s MoI, may be changed by amending the company’s MoI by special resolution of shareholders or, unless the MoI provides otherwise, the directors of the company mayto increase or decrease the number of authorized shares of any class of shares, reclassify any classified shares that have been authorized but not issued, classify any unclassified shares that have been authorized but not issued, orand determine the preferences, rights, limitations or other terms of any class of authorized shares which are subjector amend any preferences, rights, limitations or other terms as determined. The JSE however currently does not allow the MoI to be amended to give effect to such capital amendments, without the directors’ determination.approval of ordinary shareholders by special resolution.

Share Premium Account and Capital Redemption Reserve Fund

AngloGold Ashanti shareholders may by ordinary resolution in a general meeting authorize the directors to distribute or deal with, in any way recommended by the directors, all or any part of the amount outstanding to the credit of any share premium account or capital redemption reserve fund of AngloGold Ashanti.

Rights Upon Liquidation

In the event of the winding up of AngloGold Ashanti:

the B redeemable preference shares confer the right, in priority to any payment in respect of the ordinary shares or the A preference shares in the capital of AngloGold Ashanti, to receive only so much of the net proceeds from the disposal of the assets relating to the Moab Lease Area as is available for distribution, but not exceeding a return for each B redeemable preference share of the capital paid up on that share and any share premium paid on the issue of the B redeemable preference shares outstanding at that time;

the A redeemable preference shares confer the right, in priority to any payment in respect of the ordinary shares but after any payment in respect of the B preference shares, to receive only so much of the net proceeds from the disposal of the assets relating to the Moab Lease Area as is then available for distribution. Thedistribution;

the A redeemable preference and B redeemable preference shares do not confer the right to participation in the surplus funds of AngloGold Ashanti arising in any other manner; and

the ordinary shares and E ordinary shares confer the equal rights to any surplus arising from the liquidation of all other assets of AngloGold Ashanti.

Redemption Provisions

The A redeemable preference shares may be redeemed for their nominal value, plus a premium per share of an amount equal to the net proceeds available from the disposal of the assets relating to the Moab Lease Area, after redemption in full of the B preference shares and payment of the nominal value of the A preference shares, divided by 2,000,000.

The B redeemable preference shares may be redeemed for their nominal value, plus a premium of up to R249.99 per share, but limited to an amount equal to the net proceeds available from the disposal of the assets relating to the Moab Lease Area after payment of the nominal value of the B preference shares.

The ordinary shares are not redeemable.

Description of AngloGold Ashanti ADSs

The Bank of New York Mellon issues AngloGold Ashanti’s American Depositary Shares, or ADSs. One ADS represents the ownership interest of one ordinary share of AngloGold Ashanti.

The Deposit Agreement

This section provides a summary description of AngloGold Ashanti’s ADSs.

AngloGold Ashanti has entered into an Amended and Restated Deposit Agreement dated as of June 3, 2008 with The Bank of New York Mellon as depositary and the owners and beneficial owners of American Depositary Receipts (the “Deposit Agreement”)(Deposit Agreement).

The following is a summary of the material provisions of the Deposit Agreement. For more complete information, read the entire Deposit Agreement and the formForm of American Depositary Receipt, which AngloGold Ashanti has filed with the SEC as an exhibit to AngloGold Ashanti’s registration statement on Form F-6/A (File No. 333-133049) on May 27, 2008. See “Item 10.H.: Documents On Display”. Copies of the Deposit Agreement are also available for inspection at the Corporate Trust Office of The Bank of New York Mellon currently located at 101 Barclay Street, New York, New York, 10286.

Description of the ADSs

The Bank of New York Mellon, as depositary, will register and deliver ADSs. Each ADS will represent one ordinary share (or a right to receive one share) deposited with The Standard Bank of South Africa Limited, Société Générale South Africa Limited, FirstRand Bank Limited, National Australia Bank Limited of Australia and New Zealand Banking Group Limited, each as a custodian for The Bank of New York Mellon, and all of which are referred to collectively as the custodian.“the Custodian”. Each ADS will also represent any other securities, cash or other property which may be held by The Bank of New York Mellon. The Bank of New York Mellon’s Corporate Trust Office at which the ADSs will be administered is located at 101 Barclay Street, New York, New York 10286. The Bank of New York Mellon’s principal executive office is located at One Wall Street, New York, New York 10286.

ADSs may be held either (A) directly (i) by having an American Depositary Receipt, also referred to as an ADR, which is a certificate evidencing a specific number of ADSs, registered in the holder’s name, or (ii) by having ADSs registered in a holder’s name in the Direct Registration System, or (B) indirectly by holding a security entitlement in ADSs through a

broker or other financial institution. If ADSs are held directly, such holders are ADS holders. This description applies to AngloGold Ashanti’s ADS holders. If ADSs are held indirectly, such holders must rely on the procedures of their broker or other financial institution to assert the rights of ADS registered holders described in this section. Such holders should consult with their broker or financial institution to find out what those procedures are.

The Direct Registration System, or DRS, is a system administered by DTC pursuant to which the depositary may register the ownership of uncertificated ADSs, which ownership will be evidenced by periodic statements sent by the depositary to the registered holders of uncertificated ADSs.

AngloGold Ashanti will not treat ADS holders as its shareholders and ADS holders do not have shareholder rights. South African law governs shareholder rights. The Bank of New York Mellon is the holder of the shares underlying the ADSs. Registered holders of ADSs have ADS holder rights. The Deposit Agreement sets out ADS holder rights as well as the rights and obligations of The Bank of New York Mellon. New York law governs the Deposit Agreement and the ADSs.

Dividends and Other Distributions

The Bank of New York Mellon has agreed to pay to holders of ADSs the cash dividends or other distributions it or a custodian receives on AngloGold Ashanti ordinary shares or other deposited securities after deducting any fees and expenses and any applicable withholding taxes. Holders of ADSs will receive these distributions in proportion to the number of AngloGold Ashanti’s ordinary shares that their ADSs represent.

Cash

The Bank of New York Mellon will convert any cash dividend or other cash distribution (in South African Rands) that AngloGold Ashanti pays on AngloGold Ashanti’s ordinary shares into US dollars (unless AngloGold Ashanti pays itsuch dividend or cash distribution in US dollars), if it can do so on a reasonable basis and can transfer the US dollars to the United States. Currently,. AngloGold Ashanti currently pays dividends on ordinary shares in South African rand. AngloGold Ashanti may declare dividends and distributions on ordinary shares in any currency that the board of directors or shareholders at a general meeting approve.

rands. The Bank of New York Mellon will convert the South African randrands it receives from AngloGold Ashanti to US dollars and distribute dividends in US dollars to registered holders of ADSs. If that is no longer possible or if any approval from any government is needed and cannot be obtained, The Bank of New York Mellon may distribute non-US currency only to those ADS holders to whom it is possible to make this type of distribution.

The Bank of New York Mellon may hold the non-US currency it cannot convert for the account of holders of ADSs who for one reason or the other have not been paid. It will not invest the non-US currency, and it will not be liable for the interest. Before making a distribution, any withholding taxes that must be paid will be deducted. See “Payment of Taxes” below. The Bank of New York Mellon will distribute only whole US dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when The Bank of New York Mellon cannot convert the non-US currency, holders of ADSs may lose some or all of the value of the distribution.

Ordinary Shares

The Bank of New York Mellon may distribute to holders of ADSs additional ADSs representing ordinary shares that AngloGold Ashanti distributes as a dividend or free distribution, if AngloGold Ashanti provides itsuch distribution promptly with satisfactory evidence that it is legal to do so. If The Bank of New York Mellon does not distribute additional ADSs, the outstanding ADSs will also represent the newly distributed AngloGold Ashanti ordinary shares. The Bank of New York Mellon will only distribute whole ADSs. It will sell AngloGold Ashanti ordinary shares that would require it to deliver a fraction of an ADS and distribute the net proceeds in the same way as it distributes cash. The Bank of New York Mellon may sell a portion of the distributed shares sufficient to pay its fees and expenses in connection with that distribution.

Rights to Subscribe for Additional Ordinary Shares

If AngloGold Ashanti offers holders of its ordinary shares any rights to subscribe for additional AngloGold Ashanti ordinary shares or any other rights, The Bank of New York Mellon, after consultation with AngloGold Ashanti, may make these rights available to holders of ADSs or sell the rights and distribute the proceeds in the same way as it distributes cash. If The Bank of New York Mellon cannot do either of these things for any reason, it may allow these rights to lapse. In that case, holders of ADSs will receive no value for them.

If The Bank of New York Mellon makes these types of subscription rights available to holders of ADSs, upon instruction from holders of ADSs, it will exercise the rights and purchase AngloGold Ashanti’s ordinary shares on their behalf. The Bank of New York Mellon will then deposit the AngloGold Ashanti ordinary shares and deliver ADSs to the holders of ADSs. It will only exercise these rights if holders of ADSs pay it the exercise price and any other charges the rights require them to pay.

US securities laws may restrict the sale, deposit, cancellation and transfer of the ADSs issued after the exercise of rights. For example, holders of ADSs may not be able to trade the ADSs freely in the United States. In this case, The Bank of New York Mellon may deliver ADSs which are “restricted securities” within the meaning of Rule 144 which will have the same provisions as the ADSs described here, except for the changes needed to put the restrictions in place.

Other Distributions

The Bank of New York Mellon will send to holders of ADSs any other distributions that AngloGold Ashanti makes on deposited securities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, The Bank of New York Mellon may decide to sell what AngloGold Ashanti distributes, and then distribute the net proceeds in the same way as it distributes cash, or it may decide to hold what AngloGold Ashanti distributes, in which case the outstanding ADSs will also represent the newly distributed property. However, The Bank of New York Mellon is not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from AngloGold Ashanti that it is legal to make that distribution. The Bank of New York Mellon may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution.

The Bank of New York Mellon is not responsible if, based on available information, it decides that it is unlawful or impractical to make a distribution available to any ADS holders. AngloGold Ashanti has no obligation to register ADSs, AngloGold Ashanti ordinary shares, rights or other securities under the US Securities Act of 1933. AngloGold Ashanti also has no obligation to take any other action to permit the distribution of ADSs, AngloGold Ashanti ordinary shares, rights or anything elseany other rights to ADS holders. This means that the holders of ADSs may not receive the distribution AngloGold Ashanti makes on its ordinary shares or any value for them if it is illegal or impractical for AngloGold Ashanti to make them available to the holders of ADSs.

Deposit, Withdrawal and Cancellation

The Bank of New York Mellon will deliver ADSs if a holder of AngloGold Ashanti’s ordinary shares or their broker deposits AngloGold Ashanti’s ordinary shares or evidence of rights to receive ordinary shares with the custodian.Custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, The Bank of New York Mellon will register the appropriate number of ADSs in the names such holder of AngloGold Ashanti ordinary shares requests and will deliver the ADSs at its Corporate Trust office to the persons such holders request.

Holders of ADSs may turn in their ADSs at The Bank of New York Mellon’s Corporate Trust Office. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, The Bank of New York Mellon will deliver (1) the underlying ordinary shares to an account designated by the relevant holder of ADSs and (2) any other deposited securities underlying the ADSs at the office of the Custodian. Or,Custodian, or, at the request, risk and expense of ADS holders, The Bank of New York Mellon will deliver the deposited securities at its Corporate Trust Office.

Interchange Between Certificated ADSs and Uncertificated ADSs

ADS registered holders may surrender their ADR to The Bank of New York Mellon for the purpose of exchanging such ADR for uncertificated ADSs. The Bank of New York Mellon will cancel that ADR and will send to the ADS registered holder a statement confirming that the ADS registered holder is the registered holder of uncertificated ADSs. Alternatively, upon receipt by The Bank of New York Mellon of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, The Bank of New York Mellon will execute and deliver to the ADS registered holder an ADR evidencing those ADSs.

Voting Rights

ADS registered holders may instruct The Bank of New York Mellon to vote the number of deposited shares their ADSs represent. The Bank of New York Mellon will notify ADS registered holders of shareholders’ meetings and arrange to deliver AngloGold Ashanti’s voting materials to them if AngloGold Ashanti asks it to. Those materials will describe the matters to be voted on and explain how ADS registered holders may instruct The Bank of New York Mellon how to vote. For instructions to be valid, they must reach The Bank of New York Mellon by a date set by The Bank of New York Mellon.

Otherwise, ADS registered holders will not be able to exercise their right to vote unless they withdraw the shares. However, ADS registered holders may not know about the meeting sufficiently in advance to withdraw the shares.

The Bank of New York Mellon will try, as far as practical, to vote or to have its agents vote the ordinary shares or other deposited securities as holders of ADSs instruct, but this is subject to South African law, the provisions of AngloGold Ashanti’s Memorandum and Articles of AssociationMoI and of the deposited securities and any applicable rule of the JSE. The Bank of New York Mellon will only vote or attempt to vote as such holders of ADSs instruct.

AngloGold Ashanti cannot assure the holders of ADSs that they will receive the voting materials in time for them to instruct The Bank of New York Mellon to vote their ordinary shares. In addition, The Bank of New York Mellon and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that holders of ADSs may not be able to exercise their right to vote and there may be nothing they can do if their ordinary shares are not voted as they requested.

 Fees and expenses    
  ADS holders must pay:    

For:

  
  

$5.00 (or less) per 100 ADSs

    

Each issuance of an ADS, including as a result of a distribution of AngloGold Ashanti ordinary shares or rights or other property

 

Each cancellation of an ADS, including if the Deposit Agreement terminates

  
  

$0.02 (or less) per ADS

    

Any cash payment

 

  
  

Registration or transfer fees

    

Transfer and registration of AngloGold Ashanti ordinary shares on the AngloGold Ashanti share register to or from the name of The Bank of New York Mellon or its agent when AngloGold Ashanti ordinary shares are deposited or withdrawn

  
  

$0.02 (or less) per ADS per year

    

Depositary services

 

  
  

Expenses of The Bank of New York Mellon

    

Conversion of non-US currency to US dollars

 

Cable, telex and facsimile transmission expenses

 

Servicing the deposited securities

  
  

Taxes and other governmental charges that The Bank of New York Mellon or any custodian has to pay on any ADS or AngloGold Ashanti ordinary share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes

    

As necessary

  
  

A fee equivalent to the fee that would have been payable if the securities distributed had been ordinary shares deposited for issuance of ADSs

    

Distribution of securities distributed to holders of deposited securities that are distributed by The Bank of New York Mellon to ADS holders

  

Payment of Taxes

Holders of ADSs will be responsible for any taxes or other governmental charges payable on their ADSs or on the deposited securities underlying their ADSs. The Bank of New York Mellon may refuse to transfer their ADSs or allow them to withdraw the deposited securities underlying their ADSs until such taxes or other charges are paid. It may apply payments owed to holders of ADSs or sell deposited securities underlying their ADSs to pay any taxes they owe, and they will remain liable for any deficiency. If itthe Bank of New York sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to holders of ADSs any proceeds, or send to them any property remaining after it has paid the taxes.

Reclassifications

 

  If AngloGold AshantiAshanti::   ThenThen::  
  

Changes the nominal or par value of the ordinary shares;

Reclassifies, splits up or consolidates any of the deposited securities;

 

Distributes securities on the ordinary shares that are not distributed to holders of ADSs; or

 

Recapitalizes, reorganizes, merges, liquidates, sells all or substantially all of AngloGold Ashanti’s assets, or takes any similar action.

   

The cash, ordinary shares or other securities received by The Bank of New York Mellon will become deposited securities. Each ADS will automatically represent its equal share of the new deposited securities.

 

The Bank of New York Mellon may, and will if AngloGold Ashanti asks it to, distribute some or all of the cash, AngloGold Ashanti ordinary shares or other securities it receives. It may also issue new ADSs or ask holders of ADSs to surrender their outstanding ADSs in exchange for new ADSs identifying the new deposited securities.

  

Amendment and Termination

AngloGold Ashanti may, for any reason, agree with The Bank of New York Mellon to amend the Deposit Agreement and the ADSs without the consent of holders for any reason.holders. If the amendment adds or increases fees or charges (except for taxes and other governmental charges or registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses) or if the amendment prejudices an important right of ADS holders, it will only become effective 30 days after The Bank of New York Mellon notifies holders of ADSs of the amendment. At the time an amendment becomes effective, holders of ADSs are considered, by continuing to hold their ADSs, to agree to the amendment and to be bound by the ADSs and the agreement as amended.

The Bank of New York Mellon may terminate the Deposit Agreement by mailing notice of termination to ADS holders at least 30 days prior to the date fixed in the notice if AngloGold Ashanti asks it to do so. The Bank of New York Mellon may also terminate the Deposit Agreement if The Bank of New York Mellon has told AngloGold Ashanti that it would like to resign and AngloGold Ashanti has not appointed a new depositary bank within 90 days. In both cases, The Bank of New York Mellon must notify holders of AngloGold Ashanti ADSs at least 30 days before termination.

After termination, The Bank of New York Mellon and its agents will be required to do only the following under the Deposit Agreement: collect distributions on the deposited securities, sell rights, and, upon surrender of ADSs, deliver AngloGold Ashanti ordinary shares and other deposited securities. Four months after the date of termination or later, The Bank of New York Mellon may sell any remaining deposited securities by public or private sale and will hold the proceeds of the sale, as well as any other cash it is holding under the Deposit Agreement, for the pro rata benefit of the ADS holders who have not surrendered their ADSs. It will not invest the money and will have no liability for interest. The Bank of New York Mellon’s only obligations will be to account for the proceeds of the sale and other cash. After termination, AngloGold Ashanti’s only obligations will be with respect to indemnification of, and payment of certain amounts to, The Bank of New York Mellon.

Limitations on Obligations and Liability to ADS Holders

The Deposit Agreement expressly limits AngloGold Ashanti’s obligations and the obligations of The Bank of New York Mellon, and limits AngloGold Ashanti’s liability and the liability of The Bank of New York Mellon. AngloGold Ashanti and The Bank of New York Mellon:

are only obligated to take the actions specifically set forth in the Deposit Agreement without negligence or bad faith;

are not liable if either of AngloGold Ashanti or The Bank of New York Mellon is prevented or delayed by law or circumstances beyond their control from performing their obligations under the Deposit Agreement;

are not liable if either of AngloGold Ashanti or The Bank of New York Mellon exercises discretion permitted under the Deposit Agreement;

are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the Deposit Agreement, or for any special, consequential or punitive damages for any breach of the terms of the Deposit Agreement;

have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the Deposit Agreement on behalf of the holders of ADSs or on behalf of any other party;

may rely on advice of or information from legal counsel, accountants, and any persons presenting AngloGold Ashanti’s ordinary shares for deposit, any registered holder or any other person believed by AngloGold Ashanti in good faith to be competent to give such advice or information; and

pursuant to the Deposit Agreement, AngloGold Ashanti and The Bank of New York Mellon agree to indemnify each other under certain circumstances.

Requirements for Depositary Action

Before The Bank of New York Mellon will issue, transfer or register the transfer of an ADS, make a distribution on an ADS, or allow withdrawal of AngloGold Ashanti ordinary shares, The Bank of New York Mellon may require:

payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any ordinary shares or other deposited securities;

production of satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and

compliance with regulations it may establish, from time to time, consistent with the Deposit Agreement, including presentation of transfer documents.

The Bank of New York Mellon may refuse to deliver, transfer or register transfers of ADSs generally when the books of The Bank of New York Mellon or AngloGold Ashanti’s books are closed, or at any time if either AngloGold Ashanti or The Bank of New York Mellon thinks it advisable to do so.

Holders of ADSs have the right to cancel their ADSs and withdraw the underlying ordinary shares at any time except:

when temporary delays arise because: (1) either AngloGold Ashanti or The Bank of New York Mellon have closed AngloGold Ashanti’s transfer books; (2) the transfer of the ordinary shares is blocked in connection with voting at a general meeting of shareholders; or (3) AngloGold Ashanti is paying a dividend on the ordinary shares;

when ADS holders seeking to withdraw the ordinary shares owe money to payare liable for unpaid fees, taxes and similar charges; or

when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of the ordinary shares or other deposited securities.

This right of withdrawal may not be limited by any other provision of the Deposit Agreement.

Pre-release of ADSs

In certain circumstances, subject to the provisions of the Deposit Agreement, The Bank of New York Mellon may deliver ADSs before deposit of the underlying ordinary shares. This is called a pre-release of the ADS.

The Bank of New York Mellon may also deliver AngloGold Ashanti ordinary shares upon cancellation of pre-released ADSs (even if the ADSs are cancelled before the pre-release transaction has been closed out). A pre-release is closed out as soon as the underlying AngloGold Ashanti ordinary shares are delivered to The Bank of New York Mellon. The Bank of New York Mellon may receive ADSs instead of ordinary shares to close out a pre-release.

The Bank of New York Mellon may pre-release ADSs only under the following conditions:

 

before or at the time of the pre-release, the person to whom the pre-release is being made must represent to The Bank of New York Mellon in writing that it or its customer: (a) owns the ordinary shares or ADSs to be remitted, (b) assigns all beneficial rights, title and interest in such ADSs or ordinary shares, as the case may be, to The Bank of New York Mellon in its capacity as the depositary and for the benefit of the ADS holders, and (c) will not take any action with respect to such ADSs or ordinary shares, as the case may be, that is consistent with the transfer of beneficial ownership (including, without the consent of The Bank of New York Mellon, disposing of such ADSs or ordinary shares, as the case may be) other than satisfaction of such pre-release;

the pre-release must be fully collateralized with cash, US government securities, or other collateral that The Bank of New York Mellon considers appropriate; and

the Bank of New York Mellon must be able to close out the pre-release on not more than five business days’ notice. Each pre-release will be subject to any further indemnities and credit regulations that The Bank of New York Mellon deems appropriate. The Bank of New York Mellon will normally limit the number of AngloGold Ashanti ordinary shares not deposited but represented by ADSs outstanding at any time as a result of pre-release so that they do not exceed 30 percent of the ordinary shares deposited, although The Bank of New York Mellon may disregard this limit from time to time, if it thinks it is appropriate to do so.

Direct Registration System

In the Deposit Agreement, all parties to the Deposit Agreement acknowledge that the DRS and Profile Modification System, or Profile, will apply to uncertificated ADSs upon acceptance thereof to DRS by The Depository Trust Company, also referred to as DTC. DRS is the system administered by DTC pursuant to which the depositary may register the ownership of uncertificated ADSs, which ownership will be evidenced by periodic statements sent by the depositary to the registered holders of uncertificated ADSs. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of a registered holder of ADSs, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS registered holder to register that transfer.

In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the Deposit Agreement understand that The Bank of New York Mellon will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an ADS holder in requesting registration of transfer and delivery described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the Deposit Agreement, the parties agree that The Bank of New York Mellon’s reliance on and compliance with instructions received by The Bank of New York Mellon through the DRS/Profile System and in accordance with the Deposit Agreement will not constitute negligence or bad faith on the part of The Bank of New York Mellon.

Shareholder Communications: Inspection of Register of Holders of ADSs

The Bank of New York Mellon will make available for inspection at its office all communications that it receives from AngloGold Ashanti as a holder of deposited securities that AngloGold Ashanti makes generally available to holders of deposited securities. The Bank of New York Mellon sends copies of those communications if requested by AngloGold Ashanti. ADS holders have a right to inspect the register of holders of ADSs, but not for the purpose of contacting those holders about a matter unrelated to AngloGold Ashanti’s business or the ADSs.

Shareholders’ meetings

The directors may convene general meetings of AngloGold Ashanti shareholders. Subject to the provisions of the Companies Act, the shareholders may requisition for the convening of a general meeting.

AnNotice of each AngloGold Ashanti annual general meeting and ageneral meeting of AngloGold Ashanti shareholders for the purpose of passing a special resolution maymust be called by giving 21 clear days’ notice in writing ofdelivered at least 15 business days before that shareholders’ meeting. For any other meeting of AngloGold Ashanti shareholders, 14 clear days’ notice must be given. “Clear days” means calendaris to begin. In accordance with the Act, business days are calculated by excluding the first day, on whichincluding the notice is givenlast day and excluding Saturdays, Sundays and any public holiday in the dateRepublic of South Africa. In terms of the meeting. AllMoI, all shareholders are entitled to attend.attend shareholders’ meetings.

AngloGold Ashanti’s MoI provides thatIn the case of a quorum forclass meeting of the A or B preference shares, the sole holder of such shares shall constitute a general meeting (other than a meeting at which a special resolution will be passed) consists of three shareholders present personally, or ifquorum. Save as aforesaid, the shareholders are a corporate entity, represented and entitled to vote. If a general meeting is not quorate, the meeting is dissolved and a new meeting will have to be called following the relevant notice provision.

The quorum of a shareholders’ meeting to begin is sufficient persons present, in person or by proxy, at the meeting to exercise, in aggregate, at least 25 percent of all of the voting rights that are entitled to be exercised in respect of at least one matter to be decided at the meeting. In additionmeeting and a quorum must remain present for the continuation of that shareholders meeting, provided that at least three shareholders must be present at the meeting. Such quorum requirement also applies for the consideration of any matter to be decided at the meeting. If the meeting is not quorate within 30 minutes after the appointed time for the meeting to begin (or such longer or shorter period as the chairperson may determine), it will be adjourned to a date between seven and 21 days after the adjourned meeting,postponed, without motion, vote or further notice, for 1 week and the shareholders present, in person or by proxy, at the secondpostponed meeting will constitute a quorum as long as there are at least three of them at the second meeting.quorum. For an ordinary resolution to be approved by shareholders, it must be supported by more than 50 percent of the voting rights exercised on the resolution. For a special resolution to be approved by shareholders, it must be supported by at least 75 percent of the voting rights exercised on the resolution.

If the meeting is not quorate and is convened upon the requisition of shareholders, the meeting is dissolved.

Disclosure of Interest in Shares

Under South African law, a person must notify AngloGold Ashanti within three business days after that person acquires a beneficial interest in sufficient securities of a class issued by AngloGold Ashanti such that, as a result of the acquisition, the person holds a beneficial interest in securities amounting to 5 percent, 10 percent, 15 percent or any further whole multiple of 5 percent of the issued securities of that class or disposes of any beneficial interest in sufficient securities of a class issued by AngloGold Ashanti such that the result of the disposition the person no longer holds a beneficial interest in securities amounting to a particular multiple of 5 percent of issued securities of that class. When AngloGold Ashanti has received the notice referred to above it must file a copy with the Takeover Regulation Panel and report the information to holders of the relevant class of security unless the notice concerned a disposition of less than 1 percent of the class of securities.

If the securities of AngloGold Ashanti isare registered in the name of a person who is not the holder of the beneficial interest thenin all of the securities in AngloGold Ashanti held by that person, that registered holder of the securities must disclose the identity of the person on whose behalf that security is held and the identity of each person with a beneficial interest in securities so held, the number and the class of securities held for each such person with a beneficial interest and the extent of each such beneficial interest. This information must be disclosed in writing to the company within five business days after the end of every month during which a change has occurred in the information or more promptly or frequently to the extent so provided by the requirements of a Central Securities Depository. A company that knows or has reasonable cause to believe that any of its securities are held by one person for the beneficial interest of another may by notice in writing require either of those persons to confirm or deny that fact, provide particulars of the extent of the beneficial interest held during the three years preceding the date of the notice and disclose the identity of each person with a beneficial interest in the securities held by that person.person, which information must be provided within 10 business days of the receipt of the notice.

AngloGold Ashanti is obligated to establish and maintain a register of the disclosures described above and to publish in its annual financial statements a list of the persons who hold beneficial interest equal to or in excess of 5 percent of the total number of ordinary shares issued by AngloGold Ashanti together with the extent of those beneficial interests.

Rights of Minority Shareholders

Majority shareholders of South African companies have no fiduciary obligations under South African common law to minority shareholders. However, under the Companies Act, a shareholder may, under certain circumstances, seek relief from the court if he has been unfairly prejudiced by the company. There may also be common law personal and derivative actions available to a shareholder of a company.

Pursuant to the Act, a shareholder may petition a South African court for relief from the actions or omissions or, business conduct of the company or the actions of the company’s directors or officers that is oppressive or unfairly prejudicial to, or unfairly disregards the interest of the shareholder. In addition, a shareholder who voted against a resolution to amend the company’s MoI, or to approve a fundamental transaction, (and complied with other requirements set out in the Act) may exercise its appraisal right to demand that the company pay to it the fair value for all the shares of the company held by that shareholder.

Golden Share

Under the Stability Agreement, the Government of Ghana (Government) has confirmed and agreed that the Government’s rights with respect to the Golden Share apply only in respect of AngloGold Ashanti’s assets and operations in Ghana. The rights do not extend to any other assets or operations of AngloGold Ashanti outside Ghana, nor to any assets or operations of AngloGold Ashanti.

The Government has also agreed to waive any right it may have under Section 60(I) of the Minerals and Mining Law, 1986, as amended to acquire a special share in AngloGold Ashanti or any of its direct or indirect subsidiaries or joint ventures.

The Golden Share may only be held by or transferred to a Minister of the Government or any person acting on behalf of such Government and authorized in writing by such Minister.

The following matters require, and will not be effective without, the written consent of the holder of the Golden Share:

 

(i)

any amendment to or removal of the relevant provisions of the AngloGold Ashanti (Ghana) Limited Regulations setting out the rights and restrictions attaching to the Golden Share;

(ii)

the voluntary winding-up or voluntary liquidation of AngloGold Ashanti (Ghana) Limited;

(iii)

the redemption of or purchase by AngloGold Ashanti of the Golden Share;

(iv)

the disposal of any mining lease held by AngloGold Ashanti (Ghana) Limited or any subsidiary of AngloGold Ashanti (Ghana) Limited; and

(v)

any disposal by AngloGold Ashanti (Ghana) Limited (other than any disposal in the ordinary course of business of AngloGold Ashanti) which, alone or when aggregated with any disposal or disposals forming part of, or connected with, the same or a connected transaction, constitutes a disposal of the whole or a material part of the assets of the AngloGold Ashanti group taken as a whole. For this purpose, a part of the AngloGold Ashanti group’s assets will be considered material if either (a) its book value (calculated by reference to the then latest audited consolidated accounts), or the total consideration to be received on its disposal, is not less than 25 percent of the book value of the net assets of the AngloGold Ashanti group or (b) the average profits attributable to it represent at least 25 percent of the average profits of the AngloGold Ashanti group for the last three years for which audited accounts are available (before deducting all charges, except taxation and extraordinary items).

Upon a return of assets in a winding-up or liquidation of AngloGold Ashanti (Ghana) Limited, the holder of the Golden Share is entitled to the sum of 0.10 cedis (approximately 75 US cents) in priority to any payment to other members, but the Golden Share confers no further right to participate in the profits or assets of AngloGold Ashanti. The Golden Share carries no right to any dividend or any right to participate in any offer of securities to existing shareholders or in any capitalization issue.

The holder of the Golden Share may require AngloGold Ashanti (Ghana) Limited to redeem the Golden Share at any time in consideration of the payment to such holder of 0.10 cedis (approximately 75 US cents).

 

10C.

MATERIAL CONTRACTS

Not applicable.Revolving Credit Facility

General

On July 20, 2012, AngloGold Ashanti Holdings plc and AngloGold Ashanti USA Incorporated, as borrowers, entered into a credit agreement (the Revolving Credit Agreement) with Barclays Bank plc, as facility agent, and certain financial institutions party thereto as lenders. The Revolving Credit Agreement provides for a $1.0 billion revolving credit facility (the Revolving Credit Facility) available for drawing in US dollars. As of April 19, 2013, we have drawn $nil under the Revolving Credit Facility.

Guarantees

The Revolving Credit Facility is guaranteed by AngloGold Ashanti Limited, AngloGold Ashanti Holdings plc and AngloGold Ashanti USA Incorporated. The obligations of AngloGold Ashanti USA Incorporated, in its capacity as a guarantor, are subject to certain limitations set forth in the Revolving Credit Agreement in order to comply with applicable U.S. laws. The guarantees constitute unconditional obligations of the guarantors and rank at leastpari passu with all other future unsecured obligations of the guarantors, except for obligations mandatorily preferred by law.

Security

The obligations under the Revolving Credit Agreement are unsecured.

Amount and repayment of borrowings

Loans under the Revolving Credit Facility must be for a minimum of $10 million (or for the balance of the undrawn total commitments at the time of the drawing), and no more than 14 loans may be outstanding at any time. Each loan must be repaid on the last day of the loan’s interest period, which can be a period of one, two, three or six months or any other period agreed by AngloGold Ashanti Holdings plc, in its capacity as obligors’ agent, and the lenders. All loans must be repaid in full on the final maturity date. The final maturity date is July 20, 2017.

Interest rates and fees

The annual interest rate on loans is calculated based on LIBOR, plus a margin that varies between 1.25 percent and 2.00 percent per annum depending on the long term debt rating of AngloGold Ashanti Limited, and certain mandatory costs. Interest on loans is payable on the last day of the loan’s interest period and, if the interest period exceeds six months, on the dates falling at six month intervals after the day the loan was made.

The borrowers are required to pay a commitment fee equal to 35 percent of the then applicable margin per annum on the undrawn and uncancelled amount of each lender’s commitment during the commitment period. The borrowers are also required to pay a utilization fee of 0.20 percent per annum (if the aggregate outstanding loans are less than one third of the total commitments then in effect), 0.40 percent per annum (if the aggregate outstanding loans are equal to or greater than one third but less than two thirds of the total commitments then in effect) or 0.60 percent per annum (if the aggregate outstanding loans are equal to or greater than two thirds of the total commitments then in effect).

Financial covenant

The Revolving Credit Agreement includes a financial maintenance covenant which requires that the ratio of Total Net Financial Indebtedness to EBITDA (as such terms are defined in the Revolving Credit Agreement) does not at any time exceed 3:00 to 1:00.

Change of control

If a lender so requires, the commitment of such lender under the Revolving Credit Agreement will be cancelled and the participation of such lender in all outstanding loans, together with accrued interest and all other amounts accrued, will become immediately due and payable in case any person or group of persons acting in concert becomes (directly or indirectly) the beneficial owner of more than 50 percent of the issued share capital of AngloGold Ashanti Limited.

Undertakings

The Revolving Credit Agreement contains negative covenants, including restrictions on the granting of security, a change of business of AngloGold Ashanti Limited and its subsidiaries, acquisitions or participations in joint ventures and mergers and disposals.

The Revolving Credit Agreement also contains, among others, the following affirmative covenants: mandatory periodic reporting of financial and other information, notice upon the occurrence of events of default and certain other events, compliance with environmental laws, and other obligations requiring each of AngloGold Ashanti Limited and its subsidiaries to maintain its corporate existence and qualifications to conduct its business as currently conducted in all applicable jurisdictions and to maintain insurance coverage.

The covenants are subject to exceptions and materiality thresholds.

Events of default

The Revolving Credit Agreement contains events of default including failure to make payment of amounts due, breach of obligations under the loan documents, defaults under other agreements evidencing indebtedness, certain bankruptcy events and a cessation of business, failure of either of the borrowers to be a wholly-owned subsidiary of AngloGold Ashanti Limited and the occurrence of a material adverse change in the business and financial condition of the borrowers and guarantors under the Revolving Credit Agreement, or AngloGold Ashanti and its subsidiaries as a whole, or in the ability of the borrowers and guarantors to perform their payment obligations under the loan documents. The occurrence of an event of default could result in the immediate and automatic cancellation of all commitments and the acceleration of all payment obligations under the Revolving Credit Agreement and the other loan documents.

The above description is only a summary of certain provisions of the Revolving Credit Agreement and is qualified in its entirety by reference to the provisions of the Revolving Credit Agreement, a copy of which is attached hereto as Exhibit 19.4.5 and is incorporated herein by reference.

Term Loan Facility

General

On February 18, 2013, AngloGold Ashanti Holdings plc, as borrower, entered into a credit agreement (the Term Credit Agreement) with Citibank International plc, as facility agent, and certain financial institutions party thereto as lenders. The Revolving Credit Agreement provides for a $750 million syndicated bridge loan facility (the Term Facility) available for drawing in US dollars from the period starting on May 15, 2014 and ending on May 22, 2014 (as such period may be extended pursuant to the terms of the Term Credit Agreement). In the event that the borrower chooses to draw on the loan, the proceeds thereof are to be applied towards the repayment of the $732.5 million 3.5 percent convertible bonds due May 2014 issued by AngloGold Ashanti Holdings Finance plc.

Guarantees

The Term Facility is guaranteed by AngloGold Ashanti Limited, AngloGold Ashanti Holdings plc and AngloGold Ashanti USA Incorporated. The obligations of AngloGold Ashanti USA Incorporated, in its capacity as a guarantor, are subject to certain limitations set forth in the Term Credit Agreement in order to comply with applicable U.S. laws. The guarantees constitute unconditional obligations of the guarantors and rank at leastpari passu with all other future unsecured obligations of the guarantors, except for obligations mandatorily preferred by law.

Security

The obligations under the Term Credit Agreement are unsecured.

Amount and repayment of borrowings

The borrower is required to repay the full amount of the Term Facility on the final maturity date. The final maturity date is May 22, 2014 (or such later date as agreed pursuant to the extension option under the Term Credit Agreement).

Interest rates and fees

Interest on the loan is payable on the last day of the loan’s interest period and, if the interest period exceeds six months, on the dates falling at six month intervals after the day the loan was made. The annual interest rate on the loan is calculated based on LIBOR, plus a margin that varies between 1.25 percent and 2.00 percent per annum depending on the long term debt rating of AngloGold Ashanti Limited (the initial margin being 1.50% per annum), and certain mandatory costs. If the final maturity date is extended beyond May 22, 2014, the applicable margin shall be increased by 0.50 percent per annum on May 22, 2014, and the applicable margin range described in the immediately preceding sentence shall be increased by 0.50 percent per annum (i.e., varying between 1.75 percent and 2.50 percent), and shall be further increased by 0.30 percent per annum at the end of each three month period thereafter.

The borrowers are required to pay a commitment fee equal to 35 percent of the then applicable margin per annum on the undrawn and uncancelled amount of each lender’s commitment for the period starting from the date of the Term Credit Agreement and ending on the earlier of (i) the last day of the commitment period, (ii) the date on which the total commitments are cancelled or (iii) the date on which the loan is drawn.

Financial covenant

The Term Credit Agreement includes a financial maintenance covenant which requires that the ratio of Total Net Financial Indebtedness to EBITDA (as such terms are defined in the Term Credit Agreement) does not at any time exceed 3:00 to 1:00.

Change of control

If a lender so requires, the commitment of such lender under the Term Credit Agreement will be cancelled and the participation of such lender in the outstanding loan, together with accrued interest and all other amounts accrued, will become immediately due and payable in case any person or group of persons acting in concert becomes (directly or indirectly) the beneficial owner of more than 50 percent of the issued share capital of AngloGold Ashanti Limited.

Undertakings

The Term Credit Agreement contains substantially the same negative and affirmative covenants set forth in the Revolving Credit Agreement. The covenants are subject to exceptions and materiality thresholds.

Events of default

The Term Credit Agreement contains substantially the same events of default set forth in the Revolving Credit Agreement. The occurrence of an event of default could result in the immediate and automatic cancellation of all commitments and the acceleration of all payment obligations under the Term Credit Agreement and the other loan documents.

The above description is only a summary of certain provisions of the Term Credit Agreement and is qualified in its entirety by reference to the provisions of the Term Credit Agreement, a copy of which is attached hereto as Exhibit 19.4.6 and is incorporated herein by reference.

 

10D.

EXCHANGE CONTROLS

Exchange controls and other limitations affecting security holders

The following is a general outline of South African exchange controls and such outline may not apply to former residents of South Africa. Investors should consult a professional advisor as to the exchange control implications of their particular investments.

South African law provides for exchange control regulations, which restrict the export of capital from the Common Monetary Area, which comprises South Africa, the Kingdoms of Lesotho and Swaziland and the Republic of Namibia. The exchange control regulations, which are administered by the Exchange Control Department of the South African Reserve Bank (SARB), are applied throughout the Common Monetary Area and regulate transactions involving South African residents, including natural persons and legal entities. Government officials have from time to time stated their intentions to relax South Africa’s exchange control regulations when economic conditions permit such action. In his budget speech in March 1998, the then Minister of Finance announced that restrictions relating to offshore investments by South African companies and individuals subject to South African exchange control would, to a limited extent, be lifted.

Since then, the government has incrementally relaxed aspects of exchange control for financial institutions and individuals. However, it is impossible to predict with any certainty if and when the government will remove exchange controls in their entirety.

The comments below relate to exchange controls in place at the date of this annual report.

Investments in South African companies

A foreign investor may invest freely in ordinary shares in a South African company. Any foreign investor may also sell shares in a South African company and transfer the proceeds out of South Africa without restriction. Acquisitions of shares or assets of South African companies by non-South African purchasers are not generally subject to review by the SARB when the consideration is in cash, but may require SARB review in certain circumstances, including when the consideration is equity in a non-South African company or when the acquisition is financed by a loan from a South African lender.

Dividends

Dividends declared to foreign stockholders are not subject to the approval by the (SARB).SARB. Dividends are freely transferable to foreign stockholders from both trading and non-trading profits earned in South Africa by publicly listed companies.

Interest

Interest on foreign loans is freely remittable abroad, provided that the loans have received prior SARB approval.

Voting rights

There are no limitations imposed by South African law or by the memorandum and articles of associationincorporation of AngloGold Ashanti on the rights of non-South African shareholders to vote the ordinary shares.

Overseas financing and investments

AngloGold Ashanti and its South African subsidiaries require SARB approval to raise debt from and repay debt to non-residents of the Common Monetary Area, mainly in respect of the interest rate and terms of repayment applicable to the loan.

Debt raised outside the Common Monetary Area by AngloGold Ashanti’s non-South African subsidiaries is not restricted under South African exchange control regulations and can be used for overseas investment, subject to any conditions imposed by the SARB in connection with establishing such a subsidiary. AngloGold Ashanti and its South African subsidiaries would, however, require SARB approval in order to provide guarantees for the obligations of any of its subsidiaries with regard to funds obtained from non-residents of the Common Monetary Area.

Debt raised outside the Common Monetary Area by AngloGold Ashanti’s non-South African subsidiaries must be repaid or serviced by AngloGold Ashanti’s foreign subsidiaries.

A listing by a South African company on any stock exchange other than the JSE in connection with raising capital requires permission from the SARB.

Under current exchange control regulations, offshore investments by AngloGold Ashanti and its South African subsidiaries require the approval of the SARB. Subject to approval, there is no limit on the amount of capital that may be invested offshore.

 

10E.

TAXATION

SOUTH AFRICAN TAXATION

The following discussion summarizes South African tax consequences of the ownership and disposition of shares or ADSs by a US holder (as defined below). This summary is based upon current South African tax law and South African Revenue Service (SARS) practice, the Convention Between the Government of the United States of America and the Republic of South Africa for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital Gains, signed February 17, 1997 (the “Treaty”), and in part upon representations of the depositary, and assumes that each obligation provided for in, or otherwise contemplated by, a Deposit Agreement and any related agreement will be performed in accordance with its respective terms.

The following summary of South African tax considerations does not address the tax consequences to a US holder that is resident in South Africa for South African tax purposes, whose holding of shares or ADSs is effectively connected with a permanent establishment in South Africa through which such US holder carries on business activities or, in the case of an individual who performs independent personal services, with a fixed base situated therein, or who is otherwise not entitled to full benefits under the Treaty.

The statements of law set forth below are subject to any changes (which may be applied retroactively) in South African law or in the interpretation thereof by SARS, or in the Treaty, occurring after the date hereof. It should be expressly noted that South African tax law does not specifically address the treatment of ADSs. However, it is reasonable to assume (although no assurance can be made) that the tax treatment of US holders of shares is also applicable to US holders of ADSs.

Holders are strongly urged to consult their own tax advisors as to the consequences under South African, US federal, state and local, and other applicable laws, of the ownership and disposition of shares or ADSs.

Taxation of dividends

South Africa currently imposes Secondarya Dividend Withholding Tax on Companies (STC)(dividends tax) at a rate of 1015 percent on the net amount of the dividend declared by a resident company, other than a headquarter company. Under the terms of an option granted to gold mining corporations (Gold Mining Election), AngloGold Ashanti has elected not to be subject to the payment of STC on dividends it declares. This election results in AngloGold Ashanti paying corporate income tax at a slightly higher corporate income tax rate than would otherwise have been the case. However, this election resulted in the overall effective tax paid by AngloGold Ashanti being lower than the tax payable using the standard corporate tax rate together with STC.Headquarter Company.

Effective April 1, 2012, South Africa will replace its current STC regime with a dividends tax.

The dividends tax was originally set to be introduced at 10 percent, but the South African Minister of Finance announced in his 2012/13 Budget Speech on February 22, 2012, that the dividends tax will increase to 15 percent. Other than STC, the dividends tax is generally imposed on the beneficial owner. The dividends tax could be reduced to a lower rate under an applicable double tax treaty, if all requirements are met. In the case of dividends paid to a US holder with respect to shares, the Treaty would generally limit the dividends tax rate to 5 percent of the gross amount of the dividends if a US holder (it must be a corporate) holds directly at least 10 percent of the voting stock of AngloGold Ashanti. In all other cases, the maximum tax rate under the Treaty is 15 percent of the gross amount of the dividend. There are different rules to consider if the beneficial owner of the dividends is a US resident who carries on business in South Africa through a permanent establishment situated in South Africa, or performs in South Africa independent personal services from a fixed base situated in South Africa, and the dividends are attributable to such permanent establishment or fixed base. Moreover, if the dividends tax rate is reduced under the auspices of an applicable double tax treaty, there are certain South African compliance requirements that must be met in order to access the double tax treaty relief.

The abolishment of STC will also result in the deletion of the option to elect the Gold Mining Exemption. This means that the taxable income derived by any company from mining for gold on any gold mine will be determined using the remaining formula. The new change will be applicable in respect of any year of assessment ending during the period of 12 months ending on March 31, 2013 reducing the tax rate applicable to AngloGold Ashanti’s South African operations, thereby increasing distributable earnings, but the effect of the withholding tax will, over a period of time, generally reduce the amount of dividends or other distributions received by AngloGold Ashanti shareholders.

Taxation of capital gains on sale or other disposition

South African residents are (subject to certain exemptions) taxed on their worldwide income, while non-residents are only taxed on South African sourced income (subject to the provisions of any relevant double taxation agreement).

Capital gains tax is not a separate tax to income tax; instead, a percentile of the taxpayer’s net capital gain (that is the taxable capital gain) is included in its taxable income on which it is taxed at the income tax rate.

Non-residents are only subject to the South African capital gains tax provisions in respect of the disposal of any immovable property (such as land or mining rights) or any interest or right of whatever nature to or in immovable property situated in South Africa, or any asset of a permanent establishment through which that non-resident is carrying on a trade in South Africa. In the instance of a shareholder holding shares in a South African company, the ‘interest in immovable property’ requirements are met if 80 percent or more of the market value of the shares is directly or indirectly attributable to South African immovable property held on capital account, and that shareholder (whether alone or together with any connected person in relation to that person), directly or indirectly, holds at least 20 percent of the equity shares of that South African company.

If South Africa has such a right to taxation under its domestic law, the provisions of the Treaty must be analyzed when determining the right of taxation of the source state (South Africa) compared to the country of residence (the US).

UNITED STATES TAXATION

The following is a general summary of the material US federal income tax consequences of the ownership and disposition of shares or ADSs to a US holder (as defined below) that holds its shares or ADSs as a capital asset. This summary is based on US tax laws including the Internal Revenue Code of 1986, as amended (the Code), Treasury regulations promulgated thereunder, rulings, judicial decisions, administrative pronouncements, and the Treaty, all as currently in effect as of the date of this annual report, and all of which are subject to change or changes in interpretation, possibly with retroactive effect. In addition, this summary is based in part upon the representations of the depositary and the assumption that each obligation in the Deposit Agreement relating to the ADSs and any related agreement will be performed in accordance with its terms.

This summary does not address all aspects of US federal income taxation that may apply to holders that are subject to special tax rules, including US expatriates, nonresident aliens present in the United States for at least 183 days during the calendar year, insurance companies, tax-exempt entities, banks, certain financial institutions, persons subject to the alternative minimum tax, regulated investment companies, securities broker-dealers, traders in securities who elect to apply a mark-to-market method of accounting, investors that own (directly, indirectly or by attribution) 10 percent or more of the outstanding share capital or voting stock of AngloGold Ashanti, partnerships, persons holding their shares or ADSs as part of a straddle, hedging or conversion transaction, persons who acquired their shares or ADSs pursuant to the exercise of employee stock options or otherwise as compensation, accrual basis taxpayers, or persons whose functional currency is not the US dollar. Such holders may be subject to US federal income tax consequences different from those set forth below.

As used herein, the term “US holder” means a beneficial owner of shares or ADSs that is (a) a citizen or individual resident of the United States for US federal income tax purposes; (b) a corporation (or other entity taxable as a corporation for US federal income tax purposes) created or organized in or under the laws of the United States or any state thereof (including the District of Columbia); (c) an estate the income of which is subject to US federal income taxation regardless of its source; or (d) a trust if a court within the United States can exercise primary supervision over the administration of the trust and one or more US persons are authorized to control all substantial decisions of the trust. If a partnership (including for this purpose any entity treated as a partnership for US federal income tax purposes)

holds shares or ADSs, the tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. If a US holder is a partner in a partnership that holds shares or ADSs, the holder is urged to consult its own tax advisor regarding the specific tax consequences of the ownership and disposition of the shares or ADSs.

US holders should consult their own tax advisors regarding the specific South African and US federal, state and local tax consequences of owning and disposing of shares or ADSs in light of their particular circumstances as well as any consequences arising under the laws of any other taxing jurisdiction. In particular, US holders are urged to consult their own tax advisors regarding whether they are eligible for benefits under the Treaty.

For South African and US federal income tax purposes, a US holder of ADSs should be treated as owning the underlying shares represented by those ADSs. Therefore, deposits or withdrawals by a US holder of shares for ADSs or of ADSs for shares will not be subject to US federal income tax. The following discussion (except where otherwise expressly noted) applies equally to US holders of shares and US holders of ADSs.

Taxation of dividends

The gross amount of any distribution (including the amount of any South African withholding tax thereon) paid to a US holder by AngloGold Ashanti generally will be taxable as dividend income to the US holder for US federal income tax purposes on the date the distribution is actually or constructively received by the US holder, in the case of shares, or by the depositary, in the case of ADSs. Corporate US holders will not be eligible for the dividends received deduction in respect of dividends paid by AngloGold Ashanti. For foreign tax credit limitation purposes, dividends paid by AngloGold Ashanti will be income from sources outside the United States. At present, South Africa does not impose a withholding tax or any other form of tax on dividends paid to US holders with respect to shares. The South African government, however, has recently announced its intent to enact a dividend withholding tax, which and the necessary government notice has now been issued and it will be implemented on April 1, 2012. SeeAs noted above in ‘Taxation – South African Taxation – Taxation of dividends. Oncedividends, the South African government has enacted a dividend withholding tax becomes effective,tax. As a result, US holders who are eligible for benefits under the current Treaty will be subject to a maximum withholding tax of 15 percent on the gross amount of dividend distributions paid by AngloGold Ashanti.

The amount of any distribution paid in foreign currency (including the amount of any South African withholding tax thereon) generally will be includible in the gross income of a US holder of shares in an amount equal to the US dollar value of the foreign currency calculated by reference to the spot rate in effect on the date of receipt by the US holder, in the case of shares, or by the depositary, in the case of ADSs, regardless of whether the foreign currency is converted into US dollars on such date. If the foreign currency is converted into US dollars on the date of receipt, a US holder of shares generally should not be required to recognize foreign currency gain or loss in respect of the dividend. If the foreign currency received in the distribution is not converted into US dollars on the date of receipt, a US holder of shares generally will have a tax basis in the foreign currency equal to its US dollar value on the date of receipt. Any gain or loss recognized upon a subsequent conversion or other disposition of the foreign currency generally will be treated as US source ordinary income or loss. In the case of a US holder of ADSs, the amount of any distribution paid in a foreign currency generally will be converted into US dollars by the depositary upon its receipt. Accordingly, a US holder of ADSs generally will not be required to recognize foreign currency gain or loss in respect of the distribution. Special rules govern and specific elections are available to accrual method taxpayers to determine the US dollar amount includible in income in the case of taxes withheld in a foreign currency. Accrual basis taxpayers are therefore urged to consult their own tax advisors regarding the requirements and elections applicable in this regard.

Subject to certain limitations, South African withholding taxes will be treated as foreign taxes eligible for credit against a US holder’s US federal income tax liability. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. Dividend income generally will constitute ‘passive category’ income, or in the case of certain US holders, ‘general category’ income. The use of foreign tax credits is subject to complex conditions and limitations. In lieu of a credit, a US holder who itemizes deductions may elect to deduct all of such holder’s foreign taxes in the taxable year. A deduction does not reduce US tax on a dollar-for-dollar basis like a tax credit, but the deduction for foreign taxes is not subject to the same limitations applicable to foreign tax credits. US holders are urged to consult their own tax advisors regarding the availability of foreign tax credits.

Certain US holders (including individuals) are eligible for reduced rates of US federal income tax (currently at a maximum rate of 15 percent) in respect of “qualified dividend income” received in taxable years beginning before January 1, 2013.received. For this purpose, qualified dividend income generally includes dividends paid by a non-US corporation if, among other things, the US holders meet a certain minimum holding period and other requirements and the non-US corporation satisfies certain requirements, including that either (i) the ordinary shares (or ADSs) with respect to which the dividend has been paid are readily tradable on an established securities market in the United States, or (ii) the non-US corporation is eligible for the benefits of a comprehensive US income tax treaty (such as the Treaty) which provides for the exchange of information. AngloGold Ashanti currently believes that dividends paid with respect to its shares and ADSs should constitute qualified dividend income for US federal income tax purposes. AngloGold Ashanti anticipates that its dividends will be reported as qualified dividends on Forms 1099-DIV delivered to US holders. Each individual US holder of AngloGold Ashanti shares or ADSs is urged to consult his own tax advisor regarding the availability to him of the reduced dividend tax rate in light of his own particular situation.

The US Treasury has expressed concern that parties to whom ADSs are pre-released may be taking actions that are inconsistent with the claiming of foreign tax credits for US holders of ADSs. Such actions would also be inconsistent with the claiming of the reduced rate of tax described above, applicable to dividends received by certain non-corporate holders. Accordingly, the analysis of the creditability of South African withholding taxes or the availability of qualified dividend treatment could be affected by future actions that may be taken by the US Treasury with respect to ADSs.

Taxation of capital gainsdispositions

If a US holder is a resident of the United States for purposes of the Treaty, such holder will not be subject to South African tax on any capital gain if it sells or disposes of its shares or ADSs. Special rules apply to individuals who are residents of more than one country.

In general, upon a sale, exchange or other disposition of shares or ADSs, a US holder will recognize capital gain or loss for US federal income tax purposes in an amount equal to the difference between the US dollar value of the amount realized on the disposition and the holder’s tax basis, determined in US dollars, in the shares or ADSs. Such gain or loss generally will be US source gain or loss, and will be treated as a long-term capital gain or loss if the holder’s holding period in the shares exceeds one year at the time of disposition. If the US holder is an individual, any capital gain generally will be subject to US federal income tax at preferential rates if specified minimum holding periods are met. The deductibility of capital losses is subject to significant limitations.

A US holder’s tax basis in a share will generally be its US dollar cost. The US dollar cost of a share purchased with foreign currency will generally be the US dollar value of the purchase price on the date of purchase, or the settlement date for the purchase in the case of shares traded on an established securities market that are purchased by a cash basis US holder or an electing accrual basis US holder. The amount realized on a sale or other disposition of shares for an amount in foreign currency will be the US dollar value of this amount on the date of sale or disposition. On the settlement date, the US holder will recognize US source foreign currency gain or loss (taxable as ordinary income or loss) equal to the difference (if any) between the US dollar value of the amount received based on the exchange rates in effect on the date of sale or other disposition and the settlement date. However, in the case of shares traded on an established securities market that are sold by a cash basis US holder (or an accrual basis US holder that so elects), the amount realized will be based on the exchange rate in effect betweenon the settlement date for the sale, and no exchange gain or loss will be recognized at that time. If an accrual basis US holder makes either of the elections described above, it must be applied consistently from year to year and cannot be revoked without the considerationconsent of the IRS.Internal Revenue Services (IRS).

Foreign currency received on the sale or other disposition of a share will have a tax basis equal to its US dollar value on the settlement date. Any gain or loss recognized on a sale or other disposition of foreign currency (including its use to purchase shares or upon exchange for US dollars) will be US source ordinary income or loss.

Passive foreign investment company considerations

A non-US corporation will be classified a Passive Foreign Investment Company (a “PFIC”)(PFIC) for any taxable year if at least 75 percent of its gross income consists of passive income (such as dividends, interest, rents or royalties (other than rents or royalties derived in the active conduct of a trade or business and received from an unrelated person), or gains on the disposition of certain minority interests), or at least 50 percent of the average value of its assets consists of assets that produce, or are held for the production of, passive income. AngloGold Ashanti believes that it was not treated as a PFIC for the taxable year ended December 31, 20112012 or any prior taxable years and does not expect to become a PFIC in the foreseeable future. If AngloGold Ashanti were characterized as a PFIC for any taxable year, a US holder would suffer adverse tax consequences.consequences with respect to that taxable year and all future years during which it holds AngloGold Ashanti ordinary shares (or ADSs).

These consequences may include having gains realized on the disposition of shares treated as ordinary income rather than capital gains and being subject to punitive interest charges on the receipt of certain dividends and on the proceeds of the sale or other disposition of the shares. Furthermore, dividends paid by AngloGold Ashanti would not be “qualified dividend income” and would be taxed at the higher rates applicable to other items of ordinary income. US holders should consult their own tax advisors regarding the potential application of the PFIC rules to their ownership of the shares.

US information reporting and backup withholding

Dividend payments made to a holder and proceeds paid from the sale, exchange, or other disposition of shares may be subject to information reporting to the Internal Revenue Service (the “IRS”).IRS. US federal backup withholding generally is imposed at a current rate of 28 percent on specified payments including dividends and gross sale proceeds to persons who fail to furnish required information. Backup withholding will not apply to a holder who furnishes a correct taxpayer identification number or certificate of foreign status and makes any other required certification, or who is otherwise exempt from backup withholding. US persons who are required to establish their exempt status generally must provide IRS Form W-9 (Request for Taxpayer Identification Number and Certification). Non-US holders generally will not be subject to US information reporting or backup withholding. However, these holders may be required to provide certification of non-US status (generally on IRS Form W-8BEN) in connection with payments received in the United States or through certain US-related financial intermediaries. Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder’s US federal income tax liability. A holder may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS and furnishing any required information.

Information with respect to foreign financial assets

Individuals that own “specified foreign financial assets” with an aggregate value in excess of $50,000 are generally required to file information reports with respect to such assets with their U.S. federal income tax returns. Depending on the individual’s circumstances, higher threshold amounts may apply. “Specified foreign financial assets” include any financial accounts maintained by foreign financial institutions, as well as any of the following, but only if they are not held in accounts maintained by financial institutions: (i) stocks and securities issued by non–United States persons, (ii) financial instruments and contracts held for investment that have non-United States issuers or counterparties and (iii) interests in non-United States entities. The shares may be treated as specified foreign financial assets. You may be subject to this information reporting regime and be required to file IRS form 8938 listing these assets with your U.S. federal income tax return. Failure to file information reports may subject you to penalties. You are urged to consult your own tax advisor regarding your obligations to file information reports with respect to the shares.

 

 

 

10F.

DIVIDENDS AND PAYING AGENTS

Not applicable.

 

 

 

10G.

STATEMENT BY EXPERTS

Not applicable.

 

 

 

10H.

DOCUMENTS ON DISPLAY

AngloGold Ashanti files annual reports on Form 20-F and reports on Form 6-K with the SEC. You may read and copy this information at the SEC’s Public Reference Room at 100F Street, N.E., Room 1580, Washington D.C. 20549 or by accessing the SEC’s home page (http://www.sec.gov). You can also request copies of documents, upon payment of a duplicating fee, by writing to the Public Reference Section of the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. In addition, AngloGold Ashanti’s reports and other information may be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. Copies of the documents referred to herein may also be inspected at AngloGold Ashanti’s offices by contacting AngloGold Ashanti at 76 Jeppe Street, Newtown, Johannesburg, 2001 (P.O. Box 62117, Marshalltown, 2107) South Africa, Attention: Company Secretary, telephone number: +27 11 637 6000.

 

 

 

10I.

SUBSIDIARY INFORMATION

Not applicable.

ITEM 11:  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

TREASURY POLICY

Risk management activities within the group are the ultimate responsibility of the board of directors. The chief executive officer is responsible to the board of directors for the design, implementation and monitoring of the risk management plan. The Risk and Information Integrity Committee is responsible for overseeing risk management plans and systems, and the Audit and Corporate Governance Committee oversees financial risks which include a review of treasury activities and exposure to the group’s counterparties.

Under the treasury and risk management policy, hedges may be put in place using approved instruments over the group’s planned gold production and resultant gold sales currency exposures. The tenor of the hedges may extend out to ten years. The treasury and risk management policy sets limits on the extent to which the hedge position may change for the various levels of treasury management from dealer, through treasurer, executive management and board.

The financial risk management activities objectives of the group are as follows:

Safeguarding the group’s core earnings stream through the effective control and management of gold and other commodity price risk, foreign exchange risk and interest rate risk;

Effective and efficient usage of credit facilities through the adoption of reliable liquidity planning and procedures;

Ensuring that investment and hedging transactions are undertaken with creditworthy counterparts; and

Ensuring that all contracts and agreements related to financial risk management activities are co-ordinated and consistent throughout the group and comply where necessary with all relevant regulatory and statutory requirements.

Under the treasury and risk management policy, treasury reports that are produced at the following minimum intervals for review by management and the board of directors.

 

Daily

  

Treasurer

Monthly

  

Executive Committee

Quarterly

  

Audit and Corporate Governance Committee, Board of Directors and shareholder reports

The Treasury Risk Analyst is responsible for monitoring all reports for completeness and accuracy which are reviewed by the Treasurer.

At AngloGold Ashanti, all front office (dealing), middle office (risk reporting), back office (deal confirmations) and payment (treasury settlements) activities are segregated. All treasury transactions are captured on a third party developed treasury and risk management system that is widely used in corporate treasuries. The group internal audit function conducts regular and ad-hoc reviews of the activities of treasury and the group’s treasury system.

GOLD PRICE RISK MANAGEMENT ACTIVITIES

In the normal course of its operations, the groupCompany is exposed to gold price,and other commodity price, foreign exchange,currency, interest rate, liquidity, equity price, liquidity and non-performance risk, which includes credit risks.risk. The Company is also exposed to certain by-product commodity price risk. In order to manage these risks, the Company may enter into transactions which make use of derivatives. AngloGold Ashanti does not acquire, hold or issue derivative instruments for economic trading purposes. The groupCompany has developed a comprehensive risk management process to facilitate, control and monitor these risks.

Gold price risk arises from the risk of an adverse effect of current or future earnings resulting from fluctuations in the price of gold. The Company historically utilized derivatives as part ofeliminated its hedging of the risk. In order to provide financialhedge book during 2010 and has since had full exposure to the rising spot price of gold and the potential for enhanced cash-flow generation the Company completed its final tranche of the hedge buy-back program during 2010 and settled all forward gold and foreign exchange contracts that had been used by the Company in the past to manage those risks. At year end there were no net forward sales contracts (2010: nil kg; 2009: 571kg), net call options sold (2010: nil kg; 2009: 120,594kg) and net put options sold (2010: nil kg; 2009: 27,071kg).gold.

FASB ASC guidance on derivatives and hedging requires that derivative instruments be accounted for as follows:

Ÿ

Contracts that meet the criteria for hedge accounting are designated as the hedging instruments hedging the variability of forecasted cash flows from the sale of production into the spot market and from capital expenditure denominated in a foreign currency and are classified as cash flow hedges under the FASB ASC guidance. The ineffective portion of matured and existing cash flow hedges recognized in loss on non-hedge derivatives in the income statement during the year was $nil million (2010: $nil million; 2009: $5 million). The Company does not have any open cash flow hedge contracts relating to product sales or forecasted capital expenditure as at December 31, 2011 (2010: $nil million; 2009: $37 million). Cash flow hedge losses pertaining to capital expenditure of $3 million as at December 31, 2011 (2010: $3 million; 2009: $4 million) are expected to be reclassified from accumulated other comprehensive income and recognized as an adjustment to depreciation expense until 2017.

Ÿ

All other derivatives are measured at their estimated fair value, with the changes in estimated fair value at each reporting date reported as gains or losses on derivatives in earnings in the period in which they occur.

Cash flows from derivative instruments accounted for as cash flow hedges under the FASB ASC guidance. Cash flow hedge losses pertaining to capital expenditure of $3 million as at December 31, 2012 (2011: $3 million; 2010: $3 million) are includedexpected to be reclassified from accumulated other comprehensive income and recognized as an adjustment to depreciation expense equally until 2019.

All other derivatives are measured at their estimated fair value, with the changes in net cash provided by operating activitiesestimated fair value at each reporting date reported as gains or losses on derivatives in earnings in the statementsperiod in which they occur.

Cash flows related to these instruments designated as qualifying hedges are reflected in the consolidated statement of consolidated cash flows. All current and future cash flows associated with such instruments are classified withinin the investing activities ofsame category as the consolidated cash flow statement.from the items being hedged. Accordingly, cash flows relating to the settlement of forward sale commodity derivatives contracts hedging the forecasted sale of production into the spot market as well as the forward sale currency derivative contracts hedging the forecasted capital expenditure, will be reflected upon settlement as a component of operating cash flows.

As at December 31, 20112012 and 20102011 the Company had no outstanding commitments against future production as a result of the elimination of the hedge book during 2010.

Foreign exchange price risk protection agreements

The Company, from time to time, may enter into currency forward exchange and currency option contracts to hedge certain anticipated transactions denominated in foreign currencies. The objective of the Company’s foreign currency hedging activities is to protect the Company from the risk that the eventual cash flows resulting from transactions denominated in US dollars will be adversely affected by changes in exchange rates.

As at December 31, 20112012 and 2010,2011, the Company had no open forward exchange or currency option contracts in its currency hedge position.

Interest rate and liquidity risk

Fluctuations in interest rates impacts interest paid and received on the short-term cash investments and financing activities, giving rise to interest rate risk.

In the ordinary course of business, the Company receives cash from the proceeds of its gold sales and is required to fund working capital requirements. This cash is managed to ensure surplus funds are invested in a manner to achieve market related returns while minimizing risks.

The Company is able to actively source financing at competitive rates. The counterparts are financial and banking institutions and their credit ratings are regularly monitored by the Company.

Cash and loans advanced maturity profile

 

     2011  2010      2012  2011 
Maturity date Currency  Fixed rate
investment
amount
(million)
 Effective
rate %
 Floating rate
investment
amount
(million)
 Effective
rate %
  Fixed rate
investment
amount
(million)
 Effective
rate %
 Floating rate
investment
amount
(million)
 Effective
rate %
  Currency  Fixed rate
investment
amount
(million)
 Effective
rate %
 Floating rate
investment
amount
(million)
 Effective
rate %
  Fixed rate
investment
amount
(million)
 Effective
rate %
 Floating rate
investment
amount
(million)
 Effective
rate %
 

All less than one year

  USD    10   0.48   467   0.20   13   0.20   171   0.19   $    1   2.50   611   0.30   10   0.48   467   0.20 
  ZAR    3,030   5.50   164   3.55   969   5.58   57   4.64   ZAR    780   3.55   215   2.10   3,030   5.50   164   3.55 
  AUD    81   4.65   23   4.45   42   4.45   25   4.44   AUD    -   -   29   3.00   81   4.65   23   4.45 
  EUR    -    -    -    -    -    -    3   1.00   BRL    -   -   34   7.51   -   -   27   6.61 
  CAD    -    -    -    -    -    -    2   0.20   ARS    -   -   73   15.00   -   -   1   10.23 
  BRL    -    -    27   6.61   -    -    30   8.90   NAD    -   -   2   4.30   -   -   119   4.08 
  ARS    -    -    1   10.23   -    -    2   9.00 
  NAD    -    -    119   4.08   102   5.00   207   5.00 

Borrowings maturity profile

 

      Within one year   

            Between

  one and two years

   

            Between

  two and five years

       After five years   Total       Within one year   

            Between

  one and two years

   

            Between

  two and five years

       After five years   Total 
Currency  

 

Borrowings
amount
(million)

   

Effective
rate

%

   Borrowings
amount
(million)
   

Effective
rate

%

   Borrowings
amount
(million)
   

Effective
rate

%

   Borrowings
amount
(million)
   

Effective
rate

%

   Borrowings
amount
(million)
   Borrowings
amount
(million)
   

Effective
rate

%

   Borrowings
amount
(million)
   

Effective
rate

%

   Borrowings
amount
(million)
   

Effective
rate

%

   Borrowings
amount
(million)
   

Effective
rate

%

   Borrowings
amount
(million)
 
$   22    5.4    761    6.0    660    3.5    994    5.7    2,437    669    5.7    691    3.5    6    2.9    1,741    5.5    3,107 
ZAR   -    -     8    9.8    40    9.8    217    9.8    265    1,521    5.7    8    9.8    59    9.8    186    9.8    1,774 
BRL   4    5.8    3    5.2    4    4.0    -     -     11    4    9.3    2    5.8    -     -     2    4.5    8 
NAD   64    8.4    72    8.4    97    8.4    -     -     233    68    8.4    84    8.4    34    8.4    -     -     186 
AUD   -    -     -     -     256    5.1    -     -     256 

Interest rate risk

 

 

Fixed for less than one year

 

 

 

Fixed for between one and three

years

 

 

Fixed for greater than three years

 

 

Total

 

  

Fixed for less than one year

 

 

Fixed for between one and three

years

 

 

Fixed for greater than three years

 

 

Total

 

 
Currency 

    Borrowings

amount

(million)

 

Effective

rate

%

 

    Borrowings

amount

(million)

 

Effective rate

%

 

Borrowings

amount

(million)

 

Effective

rate

%

 

Borrowings

amount

(million)

  

    Borrowings

amount

(million)

 

Effective

rate

%

 

    Borrowings

amount

(million)

 

Effective

rate

%

 

Borrowings

amount

(million)

 

Effective

rate

%

 

Borrowings

amount

(million)

 
$  22   5.4   1,420   4.8   995   5.7   2,437   669   5.7   693   3.5   1,745   5.4   3,107 
ZAR  -   -    24   9.8   241   9.8   265   1,521   5.7   25   9.8   228   9.8   1,774 
BRL  4   5.8   5   4.6   2   4.5   11   4   9.3   2   5.8   2   4.5   8 
NAD  64   8.4   161   8.4   8   8.4   233   68   8.4   118   8.4   -    -    186 
AUD  -   -    256   5.1   -    -    256 

Non-performance risk

Realization of contracts is dependent upon counterparts’ performance. The Company has not obtained collateral or other security to support the financial instruments subject to non-performance risk, but the credit standing of counterparts was monitored on a regular basis throughout the year. The Company spreads its business over a number of financial and banking institutions to minimize the risk of potential non-performance risk. Furthermore, the approval process of counterparts and the limits applied to each counterpart were monitored by the board of directors. Where possible, ISDA netting agreements were put into place by management.in place.

The combined maximum credit risk exposure at balance sheet date amounts to $198$183 million (2010: $177(2011: $198 million). Credit risk exposure netted by open derivative positions with counterparts was $nil million (2010: $1 million)(2011: $nil). No set-off is applied to balance sheet amounts due to the different maturity profiles of assets and liabilities.

The fair value of derivative assets and liabilities reflects non-performance risk relating to the counterparts and the Company, respectively, as at December 31, 2011 and 2010.

Fair value of financial instruments

The estimated fair values of financial instruments are determined at discrete points in time based on relevant market information. The estimated fair values of the Company’s financial instruments, as measured at December 31, 20112012 and 2010,2011, are as follows (assets (liabilities)):

 

    December 31, 2011     December 31, 2010       December 31, 2012     December 31, 2011   
  

Carrying

amount

$

   

    Fair value

$

   

    Carrying

amount

$

   

    Fair value

$

     Carrying
amount
$
   

Fair value

$

   

Carrying
amount

$

   

Fair value

$

   

Cash and cash equivalents

   1,112      1,112     575      575       892     892     1,112     1,112   

Restricted cash

   58      58     43      43       64     64     58     58   

Short-term debt

   (30)     (30)     (133)     (133)      (271)     (271)     (30)     (30)   

Short-term debt at fair value

   (2)     (2)     (2)     (2)      (588)     (588)     (2)     (2)   

Long-term debt

   (1,715)     (1,857)     (1,730)     (2,059)      (2,750)     (2,871)     (1,715)     (1,857)   

Long-term debt at fair value

   (758)     (758)     (872)     (872)                (758)     (758)   

Derivatives

   (93)     (93)     (175)     (175)      (10)     (10)     (93)     (93)   

Marketable equity securities - available for sale

   82      82     124      124       69     69     82     82   

Marketable debt securities - held to maturity

        11     13      14           11         11   

Non-marketable equity securities - available for sale

                   

Non-marketable assets - held to maturity

                                     

Non-marketable debt securities - held to maturity

   85      85     89      89       86     86     85     85   

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Cash restricted for use, cash and cash equivalents and short-term debt

The carrying amounts approximate fair value because of the short-term duration of these instruments.

Long-term debt

The mandatory convertible bonds are carried at fair value. The fair value of the convertible and rated bonds are shown at their quoted market value. Other long-term debt re-prices on a short-term floating rate basis, and accordingly the carrying amount approximates fair value.

Derivatives

The fair value of volatility-based instruments (i.e. options) are estimated based on market prices, volatilities, credit risk and interest rates for the periods under review.

Investments

Marketable equity securities classified as available-for-sale are carried at fair value. Marketable debt securities classified as held to maturity are measured at amortized cost. Non-marketable assets classified as held to maturity are measured at amortized cost. The fair value of marketable debt securities and non-marketable assets has been calculated using market interest rates. Investments in non-marketable debt securities classified as held to maturity are measured at amortized cost. The cost method investment isNon-marketable equity securities classified as available for sale are carried at cost. There is no active market for the investment and thecost or fair value, cannotwhere fair value can be reliably measured.

The following is the fair value of the derivative (liabilities)/assets split by accounting designation:

 

 

 
 December 31, 2011  December 31, 2012 
 

Assets

 

  

Liabilities

 

 
 Balance Sheet location        

Non-hedge

accounted

$

     

Total

$

  Balance Sheet location        

Non-hedge
accounted

$

     

Total

$

 

 

 

Warrants on shares

 

Current assets - derivatives

              

Option component of convertible bonds

 

Non-current liabilities - derivatives

     (9)       (9)  

Embedded derivatives

 

Non-current liabilities - derivatives

     (1)       (1)  
 

 

  

 

 

Total derivatives

                     (10)       (10)  

 

 
                  

 

 
 December 31, 2011  December 31, 2011 
 

Liabilities

 

  Liabilities 
 Balance Sheet location        

Non-hedge

accounted

$

     Total
$
  Balance Sheet location        Non-hedge
accounted
$
     

Total

$

 

 

 

Option component of convertible bonds

 

Non-current liabilities - derivatives

     (92)       (92)   

Non-current liabilities - derivatives

     (92)       (92)  

Embedded derivatives

 

Non-current liabilities - derivatives

     (1)       (1)   

Non-current liabilities - derivatives

     (1)       (1)  
 

 

  

 

 

Total derivatives

      (93)       (93)        (93)       (93)  

 

 
                  

 

 
 

 

December 31, 2010

Assets

 

 
 Balance Sheet location        

Non-hedge

accounted

$

     Total
$
 

 

Warrants on shares

 

Current assets - derivatives

            
 

 

 

Total derivatives

             

 
         

 
 

 

December 31, 2010

Liabilities

 

 
 Balance Sheet location        

Non-hedge

accounted

$

     Total
$
 

 

Option component of convertible bonds

 

Non-current liabilities - derivatives

     (176)       (176)  
 

 

 

Total derivatives

      (176)       (176)  

 

Non-hedge derivative (gain)/loss recognized

 

000,000,000,00000,000,000,00000,000,000,00                                                                           

 

 
  Year ended December 31,   Year ended December 31, 
  2011    2010  2009    2012    2011    2010  
  

 

 

   

 

 

 
  $   $ $   $   $   $ 

 

 

Realized (1)

           

Forward sales type agreements - commodity

        377     535                377   

Option contracts - commodity

        2,573     144                2,573   

Forward sales agreements - currency

        13     (107)               13   

Option contracts - currency

        (3)    (12)               (3)  

Interest rate swaps - Gold

        15     (16)               15   
  

 

 

   

 

 

 
        2,975    (2)   544  (3)              2,975  (2) 
  

 

 

 

Unrealized (1)

           

Forward sales type agreements - commodity

        (265)    188                (265)  

Option contracts - commodity

        (1,999)    648                (1,999)  

Forward sales agreements - currency

            15   

Option contracts - currency

              

Interest rate swaps - Gold

        (13)    25                (13)  

Option component of convertible bonds

   (84)         33      (83)     (84)       

Other commodity contracts

   (10)            

Embedded derivatives

        (1)                  (1)  

Warrants on shares

            (5)                 
  

 

 

   

 

 

 
   (83)     (2,272)    908      (93)     (83)     (2,272)  
  

 

 

   

 

 

 

Non-hedge derivatives (gain)/loss

   (83)     703     1,452      (93)     (83)     703  
  

 

 

   

 

 

 

 

(1)

Realized and unrealized gains and losses on non-hedge derivatives are included in “Non-hedge derivative (gain)/loss and movement on bonds” in the income statement.

(2)

IncludesIncluded $2,698 million loss related to the final tranche of the accelerated hedge buy-back executed during 2010.

(3)

Includes $797 million loss related to the accelerated hedge buy-back in 2009.

Other comprehensive income

 

Year ended December 31, 2011
Cash flow
hedges, before
taxation

Cash flow hedges removed from

 

 
  

Accumulated other
comprehensive income
as of    January 1, 2012

$

  

Changes in fair
value recognized
in 2012

$

  

Reclassification
adjustments

$

  

 

Accumulated other
comprehensive income
as of December 31,
2012

$

 

 

 

Derivatives designated as

    

Capital expenditure

  (3)          (3)  
 

 

 

 

Before tax totals

  (3)          (3)  
 

 

 

 

After tax totals

  (2)          (2)  
 

 

 

 
    

 

 
  Accumulated other
comprehensive income
as of    January 1, 2011
$
  

Changes in fair
value recognized
in 2011

$

  

Reclassification
adjustments

$

  

 

Accumulated other
comprehensive income
as of December 31,
2011

$

 

 

 

Derivatives designated as

    

Capital expenditure

  (3)          (3)  
 

 

 

 

Before tax totals

  (3)          (3)  
 

 

 

 

After tax totals

  (2)          (2)  
 

 

 

 

equity, before taxation

Hedge ineffectiveness, before taxation
$$$

Gain/(loss)

recognized in

accumulated

other

comprehensive

income (effective

portion)

Location of

(gain)/loss

reclassified from

accumulated other

comprehensive

income into income

(effective portion)

Amount of

(gain)/loss

reclassified from

accumulated other

comprehensive

income into

income (effective

portion)

Location of (gain)/loss

recognized in income

(ineffective portion)

Amount of

(gain)/loss

recognized

in income

(ineffective

portion)

Forward sales type agreements - commodityProduct salesNon-hedge derivatives (gain)/loss and movement on bonds

Other comprehensive income

Year ended December 31, 2010
Cash flow
hedges, before
taxation

Cash flow hedges removed from

equity, before taxation

Hedge ineffectiveness, before taxation
$$$

Gain/(loss)

recognized in

accumulated

other

comprehensive

income (effective

portion)

Location of

(gain)/loss

reclassified from

accumulated other

comprehensive

income into income

(effective portion)

Amount of

(gain)/loss

reclassified from

accumulated other

comprehensive

income into

income (effective

portion)

Location of (gain)/loss

recognized in income

(ineffective portion)

Amount of

(gain)/loss

recognized

in income

(ineffective

portion)

Forward sales type agreements - commodityProduct sales52 Non-hedge derivatives (gain)/loss and movement on bonds

52 

Other comprehensive income

 

 
  

Accumulated other

comprehensive income

as of    January 1, 2011

$

  

Changes in fair

value recognized

in 2011

$

  

Reclassification

adjustments

$

  

 

Accumulated other

comprehensive income

as of December 31,

2011

$

 

 

 

Derivatives designated as

    

Capital expenditure

  (3)            (3)  
 

 

 

 

Before tax totals

  (3)            (3)  
 

 

 

 

After tax totals

  (2)            (2)  
 

 

 

 
    

 

 
  

Accumulated other

comprehensive income

as of    January 1, 2010

$

  

Changes in fair

value recognized

in 2010

$

  

Reclassification

adjustments

$

  

 

Accumulated other

comprehensive income

as of December 31,

2010

$

 

 

 

Derivatives designated as

    

Gold sales

  (52)        52      

Capital expenditure

  (3)            (3)  
 

 

 

 

Before tax totals

  (55)        52    (3)  
 

 

 

 

After tax totals

  (22)        20    (2)  
 

 

 

 

Maturity profile of derivatives, at carrying value

 

000,000,000000,000,000000,000,000

 

 
   

Total

$

   

 

2011

Assets

$

   

Liabilities

$

 

 

 

Amounts to mature within twelve months of balance sheet date

               

Amounts maturing between one and two years

               

Amounts maturing between two and five years

   (92)          (92)  

Amounts to mature thereafter

   (1)          (1)  
  

 

 

 

Total

   (93)          (93)  
  

 

 

 
      

 

 
   

Total

$

   

 

2010

Assets

$

   

Liabilities

$

 

 

 

Amounts to mature within twelve months of balance sheet date

             

Amounts maturing between one and two years

               

Amounts maturing between two and five years

   (176)          (176)  

Amounts to mature thereafter

               
  

 

 

 

Total

   (175)         (176)  
  

 

 

 

                                                            

 

 
   

Total

$

   

 

2012

Assets

$

   

Liabilities

$

 

 

 

Amounts to mature within twelve months of balance sheet date

              

Amounts maturing between one and two years

   (9)         (9)  

Amounts maturing between two and five years

               

Amounts to mature thereafter

   (1)          (1)  
  

 

 

 

Total

   (10)          (10)  
  

 

 

 
      

 

 
   

Total

$

   

 

2011

Assets

$

   

Liabilities

$

 

 

 

Amounts to mature within twelve months of balance sheet date

              

Amounts maturing between one and two years

              

Amounts maturing between two and five years

   (92)          (92)  

Amounts to mature thereafter

   (1)          (1)  
  

 

 

 

Total

   (93)          (93)  
  

 

 

 

Sensitivity analysis

Derivatives

The Company monitors the sensitivity of the convertible bonds to changes in its share price.

The following table discloses the approximate sensitivity, in US dollars, of the convertible bonds to the Company’s share price at December 31, 20112012 (actual changes in the timing and amount of the following variables may differ from the assumed changes below).

 

000,000,000000,000,000000,000,000

 

 
   2011 
  

 

 
   

 

Change in

          underlying

factor (+)

 

Non-hedge

accounted

  

Total change in

fair value

 
     $  $ 

 

 

 Convertible bonds

    

 AngloGold Ashanti Limited share price

  Spot (+$3)  (23)    (23)  
    

 

 
   2011 
  

 

 
   

 

Change in
underlying

factor (-)

 Non-hedge
accounted
  Total change in
fair value
 
     $  $ 

 

 

 Convertible bonds

    

 AngloGold Ashanti Limited share price

  Spot (-$3)  21     21  
    

 

 

                                                            

 

 
   2012 
  

 

 
   

 

Change in
          underlying

factor

 Non-hedge
accounted
  Total change in
fair value
 
     $  $ 

 

 

Convertible bonds

    

AngloGold Ashanti Limited share price ($)

  Spot (+$5)  (14)    (14)  

AngloGold Ashanti Limited share price ($)

  Spot (-$5)        
    

 

 

Mandatory convertible bonds

The mandatory convertible bond valuation is primarily linked to the AngloGold Ashanti Limited share price traded on the New York Stock Exchange (NYSE) and fluctuates with reference to the NYSE share price and market interest rates. An increase or decrease of $3$5 in the AngloGold Ashanti Limited share price will generally impact the value of the mandatory convertible bond liability in a stable interest environment by approximately $39 million.+$72 million and -$83 million, respectively.

Foreign exchange risk

Foreign exchange risk arises on financial instruments that are denominated in a foreign currency.

The following table discloses the approximate foreign exchange risk sensitivities of debt at December 31, 20112012 (actual changes in the timing and amount of the following variables may differ from the assumed changes below).

 

 

 
   20112012 
  

 

 
   

Change in


          exchange rate

 

  

 

Change in


borrowings

total

 
     

 

$

 

 

 

Debt

    

ZAR denominated (R/$)

  Spot (+R1)   (4)(22)  

BRL denominated (BRL/$)

  Spot (+BRL0.25)   (1) 

NAD denominated (NAD/$)

  Spot (+NAD1)   (3)(2)

AUD denominated (AUD/$)

Spot (+AUD0.05)(13)  
    

 

 
   20112012 
  

 

 
   

Change in


exchange rate

 

  

Change in


borrowings

total

 
     

 

$

 

 

 

Debt

    

ZAR denominated (R/$)

  Spot (-R1)   528  

BRL denominated (BRL/$)

  Spot (-BRL0.25)    

NAD denominated (NAD/$)

  Spot (-NAD1)   4

AUD denominated (AUD/$)

Spot (-AUD0.05)14  
    

 

 

ITEM 12: DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

 

12A.

Debt Securities

 

    

Not applicable

 

12B.

Warrants and Rights

 

    

Not applicable

 

12C.

Other Securities

 

    

Not applicable

 

12D.

American Depositary Shares

12D.3 Depositary Fees and Charges

AngloGold Ashanti’s American Depositary Shares, or ADSs, each representing one of AngloGold Ashanti’s ordinary shares, are traded on the New York Stock Exchange under the symbol “AU.” The ADSs are evidenced by American Depositary Receipts, or ADRs, issued by The Bank of New York Mellon, as Depositary under the Amended and Restated Deposit Agreement dated as of June 3, 2008, among AngloGold Ashanti Limited, The Bank of New York Mellon and owners and beneficial owners of from time to time of ADRs. ADS holders may have to pay the following service fees to the Depositary:

 

Service

  

Fees (USD)

Issuance of ADSs

  Up to 5 cents per ADS(1)

Cancellation of ADSs

  Up to 5 cents per ADS(1)

Distribution of cash dividends or other cash distributions

  Up to 2 cents per ADS(2)

Distribution of securities pursuant to

  

•    (i) stock dividends, free stock distributions or

  

•    (ii) exercises of rights to purchase additional ADSs

  Up to 5 cents per ADS(2)

ADR Depositary Services fee

  Up to 2 cents per year(2)

 

(1)

These fees are typically paid to the Depositary by the brokers on behalf of their clients receiving the newly-issued ADSs from the Depositary and by the brokers on behalf of their clients delivering the ADSs to the Depositary for cancellation. The brokers in turn charge these transaction fees to their clients.

(2)

In practice, the Depositary has not collected these fees. If collected, such fees are offset against the related distribution made to the ADR holder.

In addition, ADS holders are responsible for certain fees and expenses incurred by the Depositary on their behalf including (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of ordinary shares generally on the share register and applicable to transfers of ordinary shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals, and (3) such cable, telex and facsimile transmission expenses as are expressly incurred by the Depositary in the conversion of foreign currency.

Fees and other charges payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents in connection with the servicing of Shares or other Deposited Securities, shall be collected at the sole discretion of the Depositary by billing such owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions.

For further information, refer to “Item 10B.: Memorandum and articles of associationIncorporation – The deposit agreement”.

12D.4 Depositary Payments for 20112012

For the year ended December 31, 2011,2012, The Bank of New York Mellon, as Depositary, reimbursed AngloGold Ashanti an amount of $725,780 (2010: $798,343)$24,220 (2011: $725,780) mainly for contributions towards the company’s investor relations activities (including investor meetings, conferences and fees of investor relations service vendors).related expenses.

PART II

ITEM 13:  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14:    MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None.

ITEM 15: CONTROLS AND PROCEDURES

 

(a)

Disclosure Controls and Procedures:As of December 31, 20112012 (the “Evaluation Date”), the company, under the supervision and with the participation of its management, including the chief executive officer and chief financial officer has evaluated the effectiveness of the company’s disclosure controls and procedures (as defined in Rules 13(a) – 15(e) and 15(d) – 15(e) under the Securities Exchange Act of 1934, as amended (“the Exchange Act”). Based on such evaluation, the chief executive officer and chief financial officer have concluded that, as of the Evaluation Date, the company’s disclosure controls and procedures are effective, and are reasonably designed to ensure that information required to be disclosed by the company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. These disclosure controls and procedures include without limitation, controls and procedures designed to ensure that information required to be disclosed by the company in reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding disclosure.

 

(b)

Management’s Annual Report on Internal Control over Financial Reporting:Management is responsible for establishing and maintaining adequate internal control over financial reporting for the company, as defined in the Exchange Act Rule 13(a) – 15(f) and 15(d) -15(f). The company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the company’s financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America.

The company’s internal control over financial reporting includes those policies and procedures that:

 

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of the assets of the company;

Provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and the Directors of the company; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.

The company’s management assessed the effectiveness of the company’s internal control over financial reporting as of the Evaluation Date. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework. Based on this assessment, and using those criteria, management concluded that the company’s internal control over financial reporting was effective as of the Evaluation Date.

 

(c)

Changes in Internal Control over Financial Reporting:There have been no changes in the company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rule 13(a) – 15 during the year ended December 31, 20112012 that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

 

(d)

Attestation Report of the Registered Public Accounting Firm: The company’s independent registered accounting firm, Ernst & Young Inc., has issued an audit report on the effectiveness of the company’s internal control over financial reporting. This report appears below.

 

/s/ M CutifaniAM O’Neill

    

/s/ S Venkatakrishnan

Mark CutifaniTony O’Neill

    

SrinivasanVenkatakrishnanSrinivasan Venkatakrishnan

Chief Executive Officer

    

Chief Financial Officer

/s/ S Venkatakrishnan

Srinivasan Venkatakrishnan

Joint Chief Executive Officers

REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The board of directors and stockholders of AngloGold Ashanti Limited

We have audited AngloGold Ashanti Limited’s internal control over financial reporting as of December 31, 2011,2012, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). AngloGold Ashanti Limited’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Controls over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, AngloGold Ashanti Limited maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011,2012, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the 20112012 consolidated financial statements of AngloGold Ashanti Limited and our report dated April 23, 201226, 2013 expressed an unqualified opinion thereon.

 

/s/ Ernst & Young Inc.

Registered Auditor

Johannesburg, Republic of South Africa

April 23, 201226, 2013

ITEM 16A: AUDIT COMMITTEE FINANCIAL EXPERT

Membership of the audit and corporate governance committee, including its chairman, comprises only independent non-executive directors, in compliance with the Sarbanes-Oxley Act. This also fulfils the guidelines of King III, which became effective in March 2010, and the requirements of the Companies Act of 2008, which became effective on May 1, 2011. The Sarbanes-Oxley Act requires the board to identify a financial expert from within its ranks. The board has resolved that the committee’s chairman, Prof Wiseman Nkuhlu is the Audit and Corporate Governance committee’s financial expert. Three of the four members of the committee have considerable financial knowledge and experience to help oversee and guide the board and the company in respect of the audit and corporate governance disciplines.

ITEM 16B: CODE OF ETHICS AND WHISTLE BLOWING POLICIES

In order to comply with the company’s obligation in terms of the Sarbanes-Oxley Act and King III, and in the interests of good governance, the company has systems and procedures to introduce, monitor and enforce its ethical codes and has adopted a code of business principles and ethics for employees and directors, a code of ethics for the chief executive officer, principal financial officer and senior financial officers, and a whistle-blowing policy that encourages employees to report anonymously if they wish and other stakeholders to confidentially and anonymously reportwithout fear of retaliation acts of an unethical or illegal nature that affect the company’s interests. The code of business principles and ethics expresses the company’s commitment to the conduct of its business in line with ethical standards and is designed to enable employees and directors perform their roles and duties with integrity and responsibility.

The whistle-blowing policy applies to all companies in the AngloGold Ashanti group and provides a channelchannels for shareholders, employees and the general public to report acts and practices that are in conflict with the company’s code of business principles and ethics or are unlawful, including financial malpractice or dangers to the public or the environment. Reports aremay be made to management or through several mediums including the intranet, internet, telephone, short messaging system (sms), fax and post. All reports not made in terms of the whistle-blowing policyto management are administered by a third party, Tip-Offs Anonymous, to ensure confidentiality and independence of the process. Reported cases are relayed to management through internal audit. A report is provided by internal audit to the Executive Committee and the Audit and Corporate Governance Committee on a quarterly basis. Reporters have the option to request feedback on reported cases. The processwhistle-blowing policy encourages reports to be made in good faith in a responsible and ethical manner. Employees are encouraged to first seek resolution of alleged malpractices through discussion with their direct managers, if appropriate, or if unresolved, they should then report these through the whistle-blowing lineother management including legal, compliance, human resources or directly to internal audit or the legal department.

In addition, the company has adopted a disclosures policy, the objective of which is to ensure compliance with the rules of the various exchanges on which it is listed and provide timely, accurate and reliable information fairly to all stakeholders, including investors (and potential investors), regulators and analysts.audit.

EachThe code of business principles and ethics for employees and directors and the code of ethics whistle blowingfor the chief executive officer, principal financial officer and disclosure policy issenior financial officers are available on the company’s website at

http://www.anglogoldashanti.co.za/About+our+business/Gov+Policies.htm.

ITEM 16C: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Ernst & Young Inc. has served as AngloGold Ashanti’s independent public accountants for each of the financial years in the three-year period ended December 31, 20112012 for which audited financial statements appear in this annual report on Form 20-F.

The following table presents the aggregate fees for professional services and other services rendered by Ernst & Young Inc. to AngloGold Ashanti in 20112012 and 2010.2011.

 

(in millions)    2011
$
     2010 
    

2012

$

     

2011 

Audit fees(1)

     6.97      7.76      6.83      6.97 

Audit-related fees(2)

      6.76      1.98       4.17      6.76 

Tax fees(3)

      0.39      0.17       0.39      0.39 

Total

      14.12      9.91       11.39      14.12 

Rounding may result in computational differences.

 

(1)

The Audit fees consist of fees billed for the annual audit services engagement and other audit services, which are those services that only the external auditor reasonably can provide, and include the Company audit; statutory audits; attest services; and assistance with and review of documents filed with the SEC. Included in the Audit Fees for 2011 and 2010 are fees paid to the external auditors in respect of SOX, which was implemented in 2006.

(2)

Audit-related fees consist of fees billed for assurance and related services and include consultations concerning financial accounting and reporting standard, comfort letters and consents.services.

(3)

Tax fees include fees billed for tax advice and tax compliance services.

Audit and Corporate Governance Committee Pre-approval Policies and Procedures

It is the policy of AngloGold Ashanti to maintain compliance with the requirements of the various applicable legislation and good governance practices when appointing or assigning work to the Company’s external auditor. Non-audit services may not be undertaken without an employee of AngloGold Ashanti obtaining the pre-approval of the Audit and Corporate Governance Committee as is laid out in the procedures relating to the pre-approval process.

The Audit and Corporate Governance Committee has delegated the approval authority to the chairman of the committee, Prof Wiseman Nkuhlu or his designated official. The approval may take the form of a written or oral instruction, and in the case of an oral instruction this would be ratified at the next Audit and Corporate Governance Committee meeting. On a quarterly basis a summary of all approvals and work to date is tabled at the Audit and Corporate Governance Committee meeting.

All non-audit services provided to AngloGold Ashanti by the principal independent registered public accounting firm during 20112012 were reviewed and approved according to the procedures above. None of the services provided during 20112012 were approved under thede minimis exception allowed under the Exchange Act.

No work was performed by persons other than the principal accountant’s employees in respect of the audit of AngloGold Ashanti’s financial statements for 2011.2012.

ITEM 16D: EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E: PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Neither the issuer nor any affiliate of the issuer purchased any of the company’s shares during 2011.2012.

ITEM 16F: CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 16G: CORPORATE GOVERNANCE

The following is a summary of the significant ways in which AngloGold Ashanti’s corporate governance practices differ from those followed by US domestic companies under the New York Stock Exchange’s corporate governance listing standards (the “NYSE(NYSE listing standards”)standards).

The NYSE listing standards require the appointment of a Nominations Committee to oversee the appointment of new directors to the board, and that such committee be comprised solely of independent directors. The JSE Listing Requirements also require the appointment of such a committee, but require that it be comprised solely of non-executive directors, the majority of whom must be independent.

The company has appointed a Nominations Committee of the board. The nominations committee’s membership comprises only non-executive board members, all of whom, but one, are independent, as defined in the JSE Listing Requirements, and is chaired by the independent chairman of the board.

AngloGold Ashanti’s home country practices are regulated by the JSE Securities Exchange South Africa Listings Requirements (JSE listing requirements). The JSE listing requirements require that AngloGold Ashanti adhere to King III. Although there are differences between King III and the NYSE corporate governance rules, AngloGold Ashanti has voluntarily adopted corporate governance practices that do not differ in any significant ways from the requirements of the NYSE corporate governance rules.

ITEM 16H: MINE SAFETY DISCLOSURE

The information concerning certain mine safety violations or other regulatory matters required pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and this Item 16H is included in Exhibit 19.16 to this annual report on Form 20-F.

PART III

ITEM 17:  FINANCIAL STATEMENTS

Not applicable.

ITEM 18: FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

The board of directors and stockholders of AngloGold Ashanti Limited

We have audited the accompanying consolidated balance sheets of AngloGold Ashanti Limited (the “Company”) as of December 31, 20112012 and 20102011 and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2011.2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

TheWe did not audit the financial statements of Kibali Goldmines SPRL (“Kibali”), a corporation in which the Company has a 45 percent interest. In the consolidated financial statements, the Company’s investment in Kibali is stated at $797 million as of December 31, 2012, and the Company’s equity in the net income of Kibali is stated at $2 million for the year ended December 31, 2012. Those statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Kibali, is based solely on the report of the other auditors.

We did not audit the financial statements of Société d’Exploitation des Mines d’Or de Sadiola S.A. (“Sadiola”), a corporation in which the Company has a 41 percent interestinterest. In the consolidated financial statements, the Company’s equity in the net income of Sadiola is stated at $35 million for the year ended December 31, 2010, have been2010. Those statements were audited by other auditors as at December 31, 2010 and for the period then ended, whose report has been furnished to us, and our opinion, on the consolidated financial statements, insofar as it relates to the amounts included for Sadiola, is based solely on the report of the other auditors. In the consolidated financial statements, the Company’s investment in Sadiola is stated at $99 million at December 31, 2010, the Company’s equity in net income is stated at $35 million for the period then ended.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of other auditors, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of AngloGold Ashanti Limited at December 31, 20112012 and 2010,2011, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 20112012 in conformity with U.S. generally accepted accounting principles.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of AngloGold Ashanti Limited’s internal control over financial reporting as of December 31, 2011,2012, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 23, 201226, 2013 expressed an unqualified opinion thereon.

/s/ Ernst & Young Inc.

Registered Auditor

Johannesburg, Republic of South Africa

April 23,26, 2013

REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and stockholders Kibali Goldmines Sprl

We have audited the accompanying statement of financial position of Kibali Goldmines Sprl as of December 31, 2012 and the related statement of comprehensive loss, statement of changes in shareholders’ deficit, and statement of cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Kibali Goldmines Sprl at December 31, 2012, and the results of its operations and its cash flows for the year then ended, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB).

/s/ BDO LLP

London

United Kingdom

April 19, 2013

Report of Independent Registered Public Accounting Firm

The Board of Directors and stockholders of Societe d’Exploitation des Mines d’Or de Sadiola S.A.

We have audited the balance sheet of Societe d’Exploitation des Mines d’Or de Sadiola S.A. (the company) as of December 31, 2010, and the related statements of income, changes in stockholders’ equity and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

ln our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Societe d’Exploitation des Mines d’Or de Sadiola SA as of December 31, 2010, and the results of its operations and its cash flows for the year ended December 31, 2010 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

/s/ KPMG Inc. Registered Auditor

Bloemfontein, South Africa

May 26, 2011

PAGE LEFT BLANK INTENTIONALLY

ANGLOGOLD ASHANTI LIMITED

Consolidated statements of income

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 2010 and 20092010

(In millions, except share and per share information)

 

      Notes  

2011 

$

   

2010 

$

   

2009 

$

        Notes  

2012 

$

   

2011 

$

   

2010 

$

 

Sales and other income

       6,642     5,402    3,954         6,428     6,642    5,402  
                      

Product sales

       6,570     5,334    3,784         6,353     6,570    5,334  

Interest, dividends and other

       72     68    170         75     72    68  

Costs and expenses

       4,521     5,021    4,852         5,217     4,521    5,021  

Production costs

       2,977     2,656    2,229         3,183     2,977    2,656  

Exploration costs

       279     206    150         388     279    206  

Related party transactions

  6     (12)     (15)    (18)   6     (14)     (12)    (15) 

General and administrative

       287     228    158         299     287    228  

Royalties

       193     142    84         164     193    142  

Market development costs

           14    10         10        14  

Depreciation, depletion and amortization

       789     720    615         794     789    720  

Impairment of assets

  5     17     91       5     367     17    91  

Interest expense

  5     178     151    123    5     213     178    151  

Accretion expense

  5     28     22    17    5     33     28    22  

Employment severance costs

  5     15     23    14    5     10     15    23  

(Profit)/loss on sale of assets, realization of loans, indirect taxes and other

  5     (43)     (3)    10  

Loss/(profit) on sale of assets, realization of loans, indirect taxes and other

  5     35     (43)    (3) 

Non-hedge derivative (gain)/loss and movement on bonds

  5     (196)     786    1,452    5     (265)     (196)    786  
                       

Income/(loss) from continuing operations before income tax and equity income in associates

       2,121     381    (898) 

Taxation (expense)/benefit

  7     (705)     (255)    33  

Equity income in associates

       59     40    88  

Net income/(loss) from continuing operations

       1,475     166    (777) 

Net income/(loss)

       1,475     166    (777) 

Income from continuing operations before income tax and equity

income in associates

       1,211     2,121    381  

Taxation expense

  7     (340)     (705)    (255) 

Equity (loss)/income in associates

       (23)     59    40  

Net income

       848     1,475    166  

Less: Net income attributable to noncontrolling interests

       (50)     (54)    (48)        (19)     (50)    (54) 

Net income/(loss) - attributable to AngloGold Ashanti

       1,425     112    (825) 

Earnings/(loss) per share attributable to AngloGold Ashanti common stockholders: (cents)

           

Net income/(loss)

  8         

Net income - attributable to AngloGold Ashanti

       829     1,425    112  

Earnings per share attributable to AngloGold Ashanti common stockholders: (cents)

           

Net income

  8         

Ordinary shares

       371     30    (230)        215     371    30  

E Ordinary shares

       185     15    (115)        108     185    15  

Ordinary shares - diluted

       317     30    (230)         161     317    30  

E Ordinary shares - diluted

       171     15    (115)        84     160    15  

Weighted average number of shares used in computation

  8           8         

Ordinary shares

       383,010,809     368,688,159    357,355,126         384,374,029     383,010,809    368,688,159  

Ordinary shares - diluted

       418,107,439     370,257,765    357,355,126         419,738,843     418,107,439    370,257,765  

E Ordinary shares - basic and diluted

       2,950,804     3,182,662    3,873,169         2,392,316     2,950,804    3,182,662  

Dividend paid per ordinary share (cents)

       34     18    13         56     34    18  

Dividend paid per E ordinary share (cents)

       17                28     17     

The accompanying notes are an integral part of these Consolidated Financial Statements.

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

 

F - 1


ANGLOGOLD ASHANTI LIMITED

Consolidated statements of comprehensive income

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 and 2010

(In millions)

        Notes      2012 
$
   

2011 

$

   2010 
$
 

Net income

       848     1,475     166  

Other comprehensive income consists of the following:

          

Translation (loss)/gain

       (93)     (394)     234  
Net loss on cash flow hedges removed from other comprehensive income and reported in income, net of tax               20  

Net (loss)/gain on available-for-sale financial assets arising during the period, net of tax

       (21)     (81)     69  

Release on disposal of available-for-sale financial assets during the period, net of tax

               (51)  
Reclassification of other-than-temporary impairments on available-for-sale financial assets to Net income during the period, net of tax       16     21      
                   

Other comprehensive income

       (98)     (453)     274  

Comprehensive income

       750     1,022     440  

Total comprehensive income attributable to:

          

AngloGold Ashanti

       733     978     381  

Noncontrolling interests

       17     44     59  
       750     1,022     440  

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

          

F - 2


ANGLOGOLD ASHANTI LIMITED

Consolidated balance sheets

AT DECEMBER 31, 20112012 and 20102011

(In millions, except share information)

 

  

Notes

      

2011 

$

       

2010 

$

   Notes      

2012 

$

       

2011 

$

 

ASSETS

                              

Current Assets

         2,631        1,997           2,790        2,631  

Cash and cash equivalents

         1,112         575           892         1,112  

Restricted cash

  9       35        10    9       35        35  

Receivables

         351         298           496         351  

Trade

  10       46        53           104        46  

Recoverable taxes, rebates, levies and duties

         170        156           247        170  

Other

  10       135         89    10       145         135  

Inventories

  11       959        792    11       1,165        959  

Materials on the leach pad

  11       98        91    11       128        98  

Derivatives

  23                

Deferred taxation assets

  7       75        214    7       74        75  

Assets held for sale

  16               16    16                

Property, plant and equipment, net

  12       6,123        5,926    12       7,235        6,123  

Acquired properties, net

  13       779        836    13       748        779  

Goodwill

  14       182        180    14       193        182  

Other intangibles, net

  14       31        17    14       112        31  

Other long-term inventory

  11       31        27    11       180        31  

Materials on the leach pad

  11       393        331    11       445        393  

Other long-term assets

  15       1,001        1,073    15       1,360        1,001  

Deferred taxation assets

  7       14           7       39        14  

Total assets

         11,185        10,388           13,102        11,185  

LIABILITIES AND EQUITY

                              

Current liabilities

         919        1,004           1,959        919  

Trade accounts payable

         473         404           590         473  

Payroll and related benefits

         186        175           215        186  

Other current liabilities

  17       120        153    17       202        120  

Short-term debt

  18       30        133    18       271        30  

Short-term debt at fair value

  18                 18       588         

Tax payable

         108        134           93         108  

Liabilities held for sale

  16                 

Other non-current liabilities

  17       63        69    17       379        63  

Long-term debt

  18       1,715        1,730    18       2,750        1,715  

Long-term debt at fair value

  18       758        872    18              758  

Derivatives

  23       93        176    23       10        93  

Deferred taxation liabilities

  7       1,242        1,200    7       1,157        1,242  

Provision for environmental rehabilitation

  5 / 19       653        530    5 / 19       758        653  

Provision for labor, civil, compensation claims and settlements

         35        38           32        35  

Provision for pension and other post-retirement medical benefits

  25       185        180    25       209        185  

Commitments and contingencies

  20                  20               

Equity

         5,522        4,589           5,848        5,522  

Common��stock

               
Share capital - 600,000,000 (2010 - 600,000,000) authorized common stock of 25 ZAR cents each. Share capital - 4,280,000 (2010 - 4,280,000) authorized E ordinary shares of 25 ZAR cents each. Ordinary shares issued 2011 - 381,915,437 (2010 - 380,769,139). E ordinary shares issued 2011 - 1,050,000 (2010 - 1,120,000)         13         13  

Common stock

               
Share capital - 600,000,000 (2011 - 600,000,000) authorized common stock of 25 ZAR cents each. Share capital - 4,280,000 (2011 - 4,280,000) authorized E ordinary shares of 25 ZAR cents each. Ordinary shares issued 2012 - 383,166,205 (2011 - 381,915,437). E ordinary shares issued 2012 - 700,000 (2011 - 1,050,000)         13         13  

Additional paid in capital

         8,740        8,670           8,808        8,740  

Accumulated deficit

         (2,575)        (3,869)          (2,103)        (2,575) 

Accumulated other comprehensive income

         (832)        (385)          (928)        (832) 

Other reserves

         36         37           36        36  

Total AngloGold Ashanti stockholders’ equity

         5,382        4,466           5,826         5,382  

Noncontrolling interests

         140         123           22         140  
                          

Total liabilities and equity

         11,185         10,388           13,102         11,185  

The accompanying notes are an integral part of these Consolidated Financial Statements.

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

 

F - 23


ANGLOGOLD ASHANTI LIMITED

Consolidated statements of cash flows

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 2010 and 20092010

(In millions)

 

  Notes      

2011 

$

     

2010 

$

     

2009 

$

   Notes      

2012 

$

     

2011 

$

     

2010 

$

  

Net cash provided by operating activities

         2,550        1,038       443           1,700       2,550       1,038   

Net income/(loss)

         1,475        166       (777) 

Net income

         848       1,475       166   

Reconciled to net cash provided by operations:

                                    

Loss on sale of assets, realization of loans, indirect taxes and other

         27        22       18           35       27       22   

Depreciation, depletion and amortization

         789        720       615           794       789       720   

Impairment of assets

         17        91                 367       17       91   

Deferred taxation

         299        138       (199)          (74)       299       138   

Cash utilized for hedge book settlements

                (2,611)      (797)                        (2,611)   

Movement in non-hedge derivatives and bonds

         (196)       2,544       1,689           (265)       (196)       2,544   

Equity income in associates

         (59)       (40)      (88) 

Equity loss/(income) in associates

         23       (59)       (40)   

Dividends received from associates

         111        143       101           79       111       143   

Other non cash items

         29        48       (125)          53       29       48   

Net increase in provision for environmental rehabilitation, pension and other post-retirement medical benefits

         189        131       19           35       189       131   

Effect of changes in operating working capital items:

                                    

Receivables

         (13)       (153)      (44)          (117)       (13)       (153)   

Inventories

         (244)       (215)      (169)          (324)       (244)       (215)   

Accounts payable and other current liabilities

         126        54       192           246       126       54   

Net cash used in investing activities

         (1,603)       (1,887)      (268)          (2,651)       (1,603)       (1,887)   

Available for sale investments acquired

         (47)       (22)      (12)          (6)       (47)       (22)   

Held to maturity investments acquired

         (100)       (92)      (77)          (91)       (100)       (92)   

Associates and equity accounted joint ventures acquired

      ��  (8)       (3)      (354)          (2)       (8)       (3)   

Contributions to associates and equity accounted joint ventures

         (107)       (41)                (347)       (107)       (41)   

Proceeds on disposal of associates

                       

Associates and equity accounted joint ventures loans advanced

         (25)       (3)      (2) 

Associates loans repaid

                       

Acquisition of subsidiary and loan

         (335)                 

Additions to property, plant and equipment

         (1,393)       (973)      (1,019)          (1,758)       (1,393)       (973)   

Interest capitalized and paid

         (12)                 

Expenditure on intangible assets

         (16)                       (79)       (16)          

Proceeds on sale of mining assets

         19        69       1,142                 19       69   

Proceeds on sale of available for sale investments

                79                              79   

Proceeds on redemption of held to maturity investments

         89        63       79           86       89       63   

Proceeds on disposal of associates and equity accounted joint ventures

         20                

Proceeds on disposal of subsidiary

                        

Cash outflows from derivatives purchased

                (984)      (18)                        (984)   

Loans receivable advanced

                (6)                (45)              (6)   

Loans receivable repaid

                                                

Proceeds on disposal of subsidiary

                       

Loans advanced to associates and equity accounted joint ventures

         (65)       (25)       (3)   

Loans repaid by associates and equity accounted joint ventures

                         

Cash of subsidiary acquired

                         

Cash of subsidiary disposed

         (11)                       (31)       (11)          

Change in restricted cash

         (19)       25       (10)          (3)       (19)       25   

Net cash (used)/generated by financing activities

         (319)       230      303  

Net cash generated/(used) by financing activities

         736       (319)       230   

Short-term debt repaid

         (118)       (1,522)      (1,867)          (2)       (118)       (1,522)   

Short-term debt raised

                363       1,014           220             363   

Issuance of stock

         10        798       306                 10       798   

Share issue expenses

         (1)       (20)      (11)                 (1)       (20)   

Long-term debt repaid

         (150)       (120)      (864)          (215)       (150)       (120)   

Long-term debt raised

         100        1,953       1,760           1,212       100       1,953   

Debt issue costs

                (39)      (14)          (30)              (39)   

Acquisition of noncontrolling interest

         (215)                 

Cash outflows from derivatives with financing

                (1,066)                              (1,066)   

Cash inflows from derivatives with financing

                      35  

Dividends paid to common stockholders

         (131)       (67)      (45)          (215)       (131)       (67)   

Dividends paid to noncontrolling interests

         (38)       (50)      (11)          (21)       (38)       (50)   
                                            

Net increase/(decrease) in cash and cash equivalents

         628        (619)      478  

Net (decrease)/increase in cash and cash equivalents

         (215)       628       (619)   

Effect of exchange rate changes on cash

         (102)       105       47           (5)       (102)       105   

Cash and cash equivalents - January 1,

           586        1,100       575           1,112       586       1,100   

Cash and cash equivalents - December 31,

           1,112        586 (1)     1,100             892       1,112       586 (1)  

 

(1) 

Includes cash and cash equivalents of held for sale assets of $11 million at December 31, 2010.

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

F - 34


ANGLOGOLD ASHANTI LIMITED

Consolidated statements of stockholders’ equity

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 2010 and 20092010

(In millions, except share information)

           AngloGold Ashanti stockholders                    AngloGold Ashanti stockholders        
 Common
stock
   

        Common

stock

$

   

Additional paid
in capital

$

   Accumulated other
comprehensive income*
$
   

Accumulated

deficit

$

   

Other

        reserves
$

   

Noncontrolling

interests

$

   

            Total

$

  

Common

stock

   

        Common

stock

$

   

Additional paid

in capital

$

   

Accumulated other

comprehensive income*

$

   

Accumulated

deficit

$

   

Other

        reserves

$

   

Noncontrolling

interests

$

   

            Total

$

Balance - January 1, 2009  354,027,761     12     7,502     (1,148)     (3,044)     -     84    3,406 
Net (loss)/income          (825)       48    (777)
Translation gain        320            326 
Net loss on cash flow hedges removed from other comprehensive income and reported in income, net of tax        97            98 
Net loss on cash flow hedges, net of tax        (12)          (12)
Hedge ineffectiveness on cash flow hedges, net of tax                 
Net gain on available-for-sale financial assets arising during the period, net of tax        72          72 
Realized loss in earnings on available-for-sale financial assets during the period, net of tax        12          12 
Balance - January 1, 2010   362,974,807     12     7,836     (654)     (3,914)     37     128     3,445 
Net income           112        54     166 
Other comprehensive income               501          269             274 
Comprehensive loss               (276)
Share of capital transaction at equity accounted joint venture            37      37 
Stock issues as part of equity offering  7,624,162          280            280 
Stock issues as part of Share Incentive Scheme  1,131,916          25            25 
Stock issues in exchange for E Ordinary shares cancelled  1,181                     
Stock issues transferred from Employee Share Ownership Plan to exiting employees  189,787                     
Stock based compensation expense      19            19 
Dividends             (45)        (11)    (56)
Balance - December 31, 2009  362,974,807     12     7,836     (654)     (3,914)     37     128    3,445 
Net income          112       54    166 
Translation gain        229            234 
Net loss on cash flow hedges removed from other comprehensive income and reported in income, net of tax        20          20 
Net gain on available-for-sale financial assets arising during the period, net of tax        69          69 
Release on disposal of available-for-sale financial assets during the period, net of tax        (51)          (51)
Realized loss in earnings on available-for-sale financial assets during the period, net of tax                 
Other comprehensive income               274 
Comprehensive income               440 
Stock issues as part of equity offering  18,140,000         772            773    18,140,000         772            773 
Stock issues as part of Share Incentive Scheme  823,411          26            26    823,411          26            26 
Stock issues in exchange for E Ordinary shares cancelled            12            12              12            12 
E Ordinary shares of common stock cancelled - Izingwe Holdings  (280,000)                         (280,000)                      
Stock issues transferred from Employee Share Ownership Plan to exiting employees  230,921          10            10    230,921          10            10 
Stock based compensation expense      14            14        14            14 
Dividends             (67)        (64)    (131)               (67)        (64)    (131)
Balance - December 31, 2010  381,889,139     13     8,670     (385)     (3,869)     37     123    4,589    381,889,139     13     8,670     (385)     (3,869)     37     123    4,589 
Net income          1,425       50    1,475            1,425       50    1,475 
Translation loss        (388)         (6)    (394)
Net loss on available-for-sale financial assets arising during the period, net of tax        (81)          (81)
Release on disposal of available-for-sale financial assets during the period, net of tax                 
Realized loss in earnings on available-for-sale financial assets during the period, net of tax        21          21 
Other comprehensive income               (453)         (447)         (6)    (453)
Comprehensive income               1,022 
Share of equity accounted joint venture’s other comprehensive income            (1)      (1)             (1)      (1)
Stock issues as part of Share Incentive Scheme  889,593          33            33    889,593          33            33 
Stock issues in exchange for E Ordinary shares cancelled  99,747          20            20    99,747          20            20 
E Ordinary shares of common stock cancelled - Izingwe Holdings  (70,000)                         (70,000)                      
Stock issues transferred from Employee Share Ownership Plan to exiting employees  156,958                        156,958                     
Stock based compensation expense      10            10        10            10 
Dividends             (131)        (27)    (158)               (131)        (27)    (158)
Balance - December 31, 2011  382,965,437     13     8,740     (832)     (2,575)     36     140    5,522    382,965,437     13     8,740     (832)     (2,575)     36     140    5,522 
Net income           829       19    848 
Other comprehensive income         (96)         (2)    (98)
Acquisition of noncontrolling interest(1)           (142)       (73)    (215)
Disposal of subsidiary(2)               (45)    (45)
Stock issues as part of Share Incentive Scheme   945,641          33            33 
Stock issues in exchange for E Ordinary shares cancelled   132,978                     
E Ordinary shares of common stock cancelled - Izingwe Holdings   (350,000)                      
Stock issues transferred from Employee Share Ownership Plan to exiting employees   172,149                     
Stock based compensation expense       21            21 
Dividends           (215)       (17)    (232)
Balance - December 31, 2012   383,866,205     13     8,808     (928)     (2,103)     36     22    5,848 

(1)

Acquisition of remaining 50 percent interest in Serra Grande mine on June 28, 2012. See Note 3.

(2)

The Company disposed of a 5 percent interest in Rand Refinery Limited on December 3, 2012. See Note 3.

*The cumulative translation loss included in accumulated other comprehensive income amounted to $924$1,015 million (2010: $536(2011: $924 million). The translation loss has no tax effect. The cumulative charge, net of deferred taxation of $1 million (2010:(2011: $1 million), included in accumulated other comprehensive income in respect of cash flow hedges amounted to $2 million (2010:(2011: $2 million). The cumulative gain, net of deferred taxation of $nil$6 million (2010:(2011: $nil million), included in accumulated other comprehensive income in respect of available for sale financial assets amounted to $30$25 million (2010: $89(2011: $30 million). The cumulative gain included in accumulated other comprehensive income in respect of the hedge of a net investment in foreign entities amounted to $64 million (2010:(2011: $64 million). This gain is offset by $64 million (2010:(2011: $64 million) arising from translation of net investments in foreign entities.

As at December 31, 2012 and 2011, and 2010, $305$556 million and $133$305 million, respectively, of retained earnings arising from the Company’s equity accounted joint ventures and certain subsidiaries may not be remitted without third-party shareholder consent.

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

F - 45


ANGLOGOLD ASHANTI LIMITED

Notes to the consolidated financial statements

FOR THE YEARS ENDED DECEMBER 31, 2012, 2011 2010 and 20092010

(In millions, except share and per share information)

 

1.

NATURE OF OPERATIONS

 

    

AngloGold Limited was foundedformed in June 1998 with the consolidation of the gold mining interests of Anglo American plc. AngloGold Ashanti Limited, as the company exists today, was formed on April 26, 2004 following the business combination between AngloGold and Ashanti Goldfields Company Limited.

 

    

AngloGold Ashanti is a global gold mining company headquartered in Johannesburg, South Africa. AngloGold Ashanti’s main product is gold. As part of extracting gold the Company also produces silver, uranium oxide and sulfuric acid as by-products. The Company sells its products on world markets.

 

    

AngloGold Ashanti conducts gold-mining operations in the following regions, which represent its business segments:

    

• South Africa (comprising the Vaal River and West Wits operations)

    

• Continental Africa (comprising Ghana, Guinea, Mali, Namibia and Tanzania operations)

    

• Australasia (comprising Australia)an Australian operation)

    

• Americas (comprising Argentina, Brazil and United States of America)America operations)

 

2.

ACCOUNTING CHANGES

 

    

Disclosures about the credit quality of financing receivables and the allowance for credit lossesGoodwill impairment testing

 

    

In July 2010,September 2011, the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“the Codification” or “ASC”) guidance was issued which simplifies how an entity tests goodwill for impairment. The guidance allows both public and nonpublic entities an option to first assess qualitative factors to determine whether it is necessary to perform the disclosuretwo-step quantitative goodwill impairment test. Under that option, an entity no longer would be required to calculate the fair value of a reporting unit unless the entity determines, based on that qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The adoption of the allowanceupdated guidance on January 1, 2012 had no impact on the Company’s financial statements.

Presentation of comprehensive income

In June 2011, the FASB issued guidance for credit losses and financing receivable modifications.disclosures about comprehensive income. The expanded disclosures include roll-forward schedulesguidance is intended to increase the prominence of other comprehensive income in financial statements. The main provisions of the allowance for credit losses and enhanced disclosureguidance provide that an entity that reports items of financing receivables that were modified during a reporting period and those that were previously modified and have re-defaulted.other comprehensive income has the option to present comprehensive income in either one statement or two consecutive statements. The new disclosure requirements are required for interim and annual periods beginningCompany adopted the two consecutive statement approach on or after December 15, 2010.January 1, 2012. Except for presentation changes, the adoption had no impact on the Company’s financial statements.

 

    

In July 2010, the FASB issued guidance to address concerns about the sufficiency, transparency, and robustness of credit risk disclosures for financing receivables and the related allowance for credit losses. The guidance requires that entities disclose information at disaggregated levels. The expanded disclosures include information regarding the credit quality of receivables as of the end of a reporting period.

The new disclosure requirements apply to all entities that have lending arrangements in the form of receivables or a lessor’s right to lease payments (other than operating leases), although disclosures for trade accounts receivable with a contractual maturity of one year or less are exempt. For public entities, the new disclosures are required for interim and annual periods ending on or after December 15, 2010. Except for disclosure changes, the adoption had no impact on the Company’s financial statements.

F - 5


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

2.

ACCOUNTING CHANGES(continued)

Fair value measurements

 

    

In January 2010,May 2011, the ASCFASB issued updated guidance for disclosures abouton fair value measurements was updated, providing amendments tomeasurement and disclosure requirements. The requirements do not extend the guidance which requires entities to disclose separately the amountsuse of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.accounting, but provide guidance on how it should be applied where its use is already required or permitted by other standards within US GAAP. The updated guidance further clarified the levelupdate will supersede most of disaggregation required for assets and liabilities and the disclosures required for inputs and valuation techniques used to measure the fair value of assets and liabilities that fall in either Level 2 or Level 3. The disclosures related to Level 1 and Level 2 fair value measurements are effective for interim and annual reporting periods beginning after December 15, 2009. Except for disclosure changes, the adoption of the updated guidance had no material impact on the Company’s financial statements.

In January 2010, the FASB ASC guidance for disclosures about fair value measurements, was updated requiring level 3 disclosure details regarding separate information about purchases, sales, issuances, and settlements inalthough many of the reconciliationchanges are clarifications of fair value measurements using significant unobservable inputs. The disclosures related to Level 3 fair value measurements are effective for interim and annual reporting periods beginning after December 15, 2010.existing guidance or wording changes. The adoption of the updated guidance had no impact on the Company’s financial statements as the Company does not have Level 3 fair value measurements.

Interim disclosures about fair value of financial instruments

In April 2009, the FASB updated the ASC guidance for interim disclosures about fair value of financial instruments which requires disclosures about fair value of financial instruments for interim reporting periods as well as in annual financial statements. It is effective for interim reporting periods ending after June 15, 2009. Except for presentation changes, the adoptionJanuary 1, 2012 had no impact on the Company’s financial statements.

Assets and liabilities from contingencies in business combinations

In April 2009, the FASB updated the ASC guidance for accounting for assets acquired and liabilities assumed in a business combination that arise from contingencies. The guidance addresses issues raised on initial recognition and measurement, subsequent measurement and accounting and disclosure of assets and liabilities arising from contingencies in a business combination. It is effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date is on or after January 1, 2009. The Company adopted the provisions to be applied to all future business combinations.

 

F - 6


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

3.

ACQUISITIONS AND DISPOSALS OF BUSINESSES AND ASSETS

 

    

2012 acquisitions

The Company made the following acquisitions during the year:

•     Acquisition of First Uranium

On July 20, 2012, AngloGold Ashanti acquired the entire share capital of First Uranium (Pty) Limited, a wholly owned subsidiary of Toronto-based First Uranium Corporation and the owner of Mine Waste Solutions in South Africa, for a cash consideration of $335 million. Mine Waste Solutions is a recently commissioned tailings retreatment operation located in South Africa’s Vaal River region and in the immediate proximity of AngloGold Ashanti’s own tailings facilities. In connection with the acquisition, AngloGold Ashanti agreed to guarantee the observance and performance of existing delivery obligations of a wholly owned subsidiary of Mine Waste Solutions to sell to an existing customer at a pre-agreed price, 25 percent of the gold produced at a gold recovery plant located in northwest South Africa, subject to a cap of 312,500 ounces over the life of the contract. The transaction was funded from cash reserves and debt facilities. The acquisition has been accounted for as a purchase business combination under US GAAP whereby identifiable assets acquired and liabilities assumed were recorded at their fair market values as of the date of acquisition. The excess of the purchase price over fair value was recorded as goodwill and as such, the acquisition resulted in goodwill of $9 million being recorded, relating mainly to the expected synergies arising from the immediate proximity of AngloGold Ashanti’s own tailings facilities to the Mine Waste Solutions plant that will allow processing of AngloGold Ashanti’s Vaal River tailings without having to build additional processing facilities.

In accordance with FASB ASC guidance, goodwill is assigned to specific reporting units. The Company’s reporting units are generally consistent with the operating mines underlying segments identified in Note 26 – Segment and geographical information. An individual operating mine is not a typical “going-concern” business because of the finite life of its reserves. The allocation of goodwill to an individual operating mine likely will result in an eventual goodwill impairment due to the wasting nature of the primary asset of the reporting unit. The Company evaluates its held-for-use long lived assets for impairment when events or changes in circumstances indicate that the related carrying amount likely will not be recoverable over the long term and, in accordance with the FASB ASC guidance, performs its annual impairment review of assigned goodwill during the fourth quarter of each year. The accounting treatment of goodwill arising on acquisition of First Uranium (Pty) Limited is consistent with FASB ASC guidance. Goodwill related to the acquisition is non-deductible for income tax purposes. The assets and liabilities of First Uranium (Pty) Limited are included in the South Africa segment for disclosure purposes.

The operations and financial condition of the companies and assets acquired are included in the financial statements from July 20, 2012, the effective date of the acquisition.

For information purposes only, the following unaudited pro-forma financial data reflects the consolidated results of operations of AngloGold Ashanti as if the acquisition had taken place on January 1, 2012, 2011 and 2010:

    

2012

$

  

2011

$

  

2010

$

Total revenue

  6,494   6,767   5,483 
  

 

Net income - attributable to AngloGold Ashanti

  838   1,442   137 
  

 

The pro forma information is not indicative of the results of operations that would have occurred had the acquisition been consummated on January 1, 2012 or the group’s future results of operations.

From the date of acquisition, First Uranium (Pty) Limited has contributed $41 million of revenue and $33 million to the Net income before taxation of the Company.

F - 7


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

3.

ACQUISITIONS AND DISPOSALS OF BUSINESSES AND ASSETS(continued)

The fair value of the identifiable assets and liabilities of First Uranium (Pty) Limited as at the date of acquisition was:

$

Assets

Property, plant and equipment

616 

Other long-term assets

Restricted cash

Deferred taxation assets

52 

Inventories

134 

Trade and other receivables

Cash and cash equivalents

815 

Liabilities

Other non-current liabilities

342 

Deferred taxation liabilities

61 

Provision for environmental rehabilitation

37 

Loans from group companies

204 

Accounts payable and other current liabilities

49 
693 

Total identifiable net assets at fair value

122 

Purchase consideration

131 

Goodwill recognized on acquisition

Analysis of cash flows on acquisition:

Net cash acquired with the subsidiary

Cash paid - Share capital acquired

(131)

Cash paid - Loan acquired

(204)
(330)

Delivery obligations of Mine Waste Solutions acquired as part of the business combination have been recognized on acquisition as a loss making executory contract, and are amortized as the deliveries of ounces occur.

The transaction costs of $3 million are a non-recurring expense and have been included in General and administrative expenses in the condensed consolidated statements of income and are included in operating cash flows in the condensed consolidated statements of cash flows.

Financial assets acquired include trade and other receivables with a fair value of $2 million. Trade and other receivables are expected to be collectible.

There were no material non-recurring pro-forma adjustments directly attributable to the acquisition of First Uranium (Pty) Limited.

F - 8


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

3.

ACQUISITIONS AND DISPOSALS OF BUSINESSES AND ASSETS(continued)

•     Acquisition of remaining 50 percent interest in Serra Grande

On May 29, 2012, AngloGold Ashanti, which holds, through a subsidiary, a 50 percent interest in the Serra Grande (“Crixás”) mine in Brazil, acquired the remaining 50 percent stake in the mine from Kinross Gold Corporation for $215 million in cash. The transaction was accounted for as an equity transaction and funded from existing cash reserves and borrowings under the Company’s existing debt facilities and closed on June 28, 2012.

2012 Disposals

The Company’s disposals during the year included:

•     Part disposal of Rand Refinery Limited

On December 3, 2012, AngloGold Ashanti Limited disposed of a 5 percent interest in Rand Refinery Limited for a total cash consideration of $6 million. AngloGold Ashanti Limited holds a remaining interest of 48.03 percent as at December 31, 2012 which is accounted for using the equity method. The disposal resulted in a profit of $14 million due to the recognition of the fair value of the residual interest as summarized below:

$

Fair value of consideration received

Fair value of residual value of investment

57 

Noncontrolling interest

45 

Less: Carrying value of assets disposed

(94)

Total profit on disposal

14 
Subsequent to year-end, the Company disposed of an additional 4.24 percent interest in Rand Refinery Limited. See Note 29.

•     Disposal of AngloGold Ashanti-Polymetal Strategic Alliance

On February 8, 2012, the transaction to dispose of the AngloGold Ashanti-Polymetal Strategic Alliance consisting of AngloGold Ashanti-Polymetal Strategic Alliance Management Company Holdings Limited, Amikan Holdings Limited, AS APK Holdings Limited, Imitzoloto Holdings Limited and Yeniseiskaya Holdings Limited to Polyholding Limited was completed. The Company realized a profit equating to proceeds of $20 million on disposal.

2011 acquisitions

    

The Company made the following acquisition during the year:

 

    

Ÿ     Acquisition of an interest in First Uranium

    

On July 22, 2011, AngloGold Ashanti acquired 47,065,916 shares (or 19.79 percent) in First Uranium Corporation, a Canadian incorporated company, from Village Main Reef Limited, a South African incorporated company, at a price of CAD0.60 per share ($0.64 per share), representing an aggregate consideration of $30 million.

 

    

2011 disposal

    

The Company’s disposal during the year included:

 

    

Ÿ     Disposal of ISSI

    

AngloGold Ashanti disposed of its subsidiary ISS International Limited (“ISSI”) during the first quarter of 2011. The Company entered into a memorandum of understanding with The Institute of Mine Seismology relating to the disposal of ISSI. The sale was concluded on February 28, 2011, proceeds amounted to $9 million and the Company realized a profit of $2 million on disposal.

 

F - 9


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

3.

ACQUISITIONS AND DISPOSALS OF BUSINESSES AND ASSETS(continued)

    

2010 disposals

    

The Company’s disposals during the year included:

 

    

Ÿ     Disposal of Tau Lekoa

    

On February 17, 2009, AngloGold Ashanti announced the terms of the sale of its Tau Lekoa mine, together with the adjacent properties Weltevreden, Jonkerskraal and Goedgenoeg, to Simmer & Jack Mines Limited (“Simmers”). The sale was concluded effective August 1, 2010. The selling price of R600 million ($85 million) was payable in two tranches, R450 million ($64 million) was paid in cash on August 4, 2010 with the remaining R150 million ($21 million) (which was subject to certain offset adjustments) being settled on November 1, 2010. The Company realized a loss of $7 million on the sale of Tau Lekoa.

 

    

Ÿ     Disposal of B2Gold

    

AngloGold Ashanti realized net proceeds of $68 million from the sale of its entire holding of 31,556,650 shares in Vancouver-based gold producer B2Gold Corp (“B2Gold”). This stake, equivalent to about 10.17 percent of B2Gold’s outstanding shares, was sold on November 9, 2010 and the Company realized a profit of $45 million on disposal. The Company acquired a 15.9 percent direct interest in B2Gold during May 2008.

 

F - 7


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

3.

ACQUISITIONS AND DISPOSALS OF BUSINESSES AND ASSETS(continued)

2009 acquisitions

The Company made the following acquisitions during the year:

ŸAcquisition of an effective 45 percent interest in the Kibali gold project

With effect from December 22, 2009, AngloGold Ashanti and Randgold Resources Limited (“Randgold”) each hold an effective 45 percent interest in the Kibali gold project (formerly the Moto gold project), while Société des Mines d’Or de Kilo-Moto (“SOKIMO”) (formerly L’Office des Mines d’Or de Kilo-Moto (“OKIMO”)), a Congolese parastatal, holds the remaining 10 percent stake, thereby maintaining the continued vested interest of the Government of the Democratic Republic of the Congo (“the DRC”) in the Kibali gold project.

The purchase price for the acquisition of AngloGold Ashanti’s initial interest of 35 percent in the Kibali gold project was funded by an offering of 7,624,162 ordinary shares at an issue price of $37.25 per ADS (or R288.32 per ordinary share) which represented a 3 percent discount to the closing price of its ADS on the NYSE on August 31, 2009. The offering closed on September 8, 2009 and AngloGold Ashanti received total gross proceeds, before underwriting discounts and expenses, of $284 million. Total consideration for the effective 45 percent interest acquired in the Kibali gold project amounted to $345 million.

ŸAcquisition of an additional interest in Sadiola

On December 29, 2009, AngloGold Ashanti, together with IAMGOLD Corporation purchased from the International Finance Corporation (“IFC”), the IFC’s 6 percent stake in Société d’Exploitation des Mines d’or de Sadiola (“SEMOS”), which owns the Sadiola Gold Mine for $12 million (AngloGold Ashanti’s share being $6 million) to be followed by contingent payments not exceeding $3 million (of which AngloGold Ashanti’s share is $1.5 million). This transaction has resulted in AngloGold Ashanti and IAMGOLD each increasing their respective interest in Sadiola from 38 percent to 41 percent.

2009 disposal

The Company’s disposal during the year included:

ŸDisposal of Boddington Gold Mine

On January 28, 2009, AngloGold Ashanti announced that it had agreed to sell its 33.33 percent interest in the Boddington Gold Mine to Newmont Mining Corporation (“Newmont”). The transaction was completed on June 26, 2009 and the Company realized a profit of $56 million on the sale.

In terms of the agreement, the Company received payment of $750 million in cash during June 2009 and a further $240 million in December 2009. In addition, the Company is entitled to receive a royalty on any gold recovered or produced by the Boddington Gold Mine, where the gold price is in excess of Boddington Gold Mine’s cash costs plus $600 per ounce. The royalty commenced on July 1, 2010 and is capped at a total amount of $100 million. All refunds and reimbursements between the Company and Newmont have been settled.

F - 8


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

4.

SIGNIFICANT ACCOUNTING POLICIES

 

    

Basis of presentation: The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The Company presents its consolidated financial statements in United States dollars. The functional currency of a significant portion of the group’s operations is the South African rand. Other main subsidiaries have functional currencies of US dollars and Australian dollars.

 

    

Use of estimates: The preparation of the financial statements requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The determination of estimates requires the exercise of judgment based on various assumptions and other factors such as historical experience, current and expected economic conditions, and in some cases actuarial techniques. The Company regularly reviews estimates and assumptions that affect the annual financial statements, however, actual results could differ from those estimates.

 

    

The more significant areas requiring the use of management estimates and assumptions include mineral reserves that are the basis of future cash flow estimates and unit-of-production depreciation, depletion and amortization calculations; environmental, reclamation and closure obligations; estimates of recoverable gold and other materials in heap leach pads; asset impairments (including impairments of goodwill, long-lived assets, and investments); write-downs of inventory to net realizable value; post employment, post retirement and other employee benefit liabilities; valuation allowances for deferred taxation assets; reserves for contingencies and litigation; and the fair value and accounting treatment of financial instruments.

 

    

The following are the accounting policies used by the Company which have been consistently applied:

 

 4.1

Consolidation

     

The consolidated financial information includes the financial statements of the Company and its subsidiaries. Where the Company has a direct or indirect controlling interest in an entity through a subsidiary, the entity is classified as a subsidiary. Interests in incorporated mining joint ventures in which the Company has joint control are accounted for by the equity method.

 

     

The financial statements of subsidiaries and the Environmental Trust Fund (a rehabilitation trust under the Company’s control) are prepared for the same reporting period as the Company, using the same accounting policies, except for Rand Refinery Limited (a subsidiary of the Company) which reports on a three-month time lag. Adjustments are made to subsidiary financial results for material transactions and events in the intervening period.policies.

 

     

Subsidiaries are consolidated from the date on which control is transferred. They are de-consolidated from the date on which control ceases.

 

     

All significant intercompany transactions and balances are eliminated in consolidation.

 

F - 911


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

4.

SIGNIFICANT ACCOUNTING POLICIES(continued)

 

 4.2

Investments in equity investees (associates and incorporated joint ventures)

     

An associate is an entity other than a subsidiary in which the Company has a material long-term interest and in respect of which the Company has the ability to exercise significant influence over operational and financial policies, normally owning between 20 percent and 50 percent of the voting equity.

 

     

A joint venture is an entity in which the Company holds a long-term interest and which is jointly controlled by the Company and one or more external joint venture partners under a contractual arrangement that provides for strategic, financial and operating policy decisions relating to the activities requiring unanimous consent.

 

     

Investments in associates and incorporated joint ventures are accounted for using the equity method.

 

     

Goodwill relating to associates and incorporated joint ventures is included in the carrying value of the Company’s investment. The total carrying value of equity accounted investments in associates and incorporated joint ventures, including goodwill, is evaluated for impairment when conditions indicate that a decline in fair value below the carrying amount is other than temporary or at least annually. When an impairment indicator exists, the carrying value of the Company’s investment in those entities is written down to its fair value. The Company’s share of results of equity accounted investees, that have financial years within three months of the fiscal year-end of the Company, is included in the consolidated financial statements based on the results reported by those investees for their financial years. There were no significant adjustments required to be made in respect of equity accounted investees which have financial years that are different to those of the Company.

 

     

Profits realized in connection with transactions between the Company and associated companies are eliminated in proportion to ownership.

 

 4.3

Foreign currency transactions and foreign currency statements

     

Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (the ‘functional currency’).

 

     

Transactions and balances

     

Transactions in foreign currencies are converted at the rates of exchange ruling at the date of these transactions. Monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange ruling at balance sheet date. Non-monetary items are translated at historic rates. Gains, losses and costs associated with foreign currency transactions are recognized in the income statement in the period to which they relate, except where hedge accounting is applied. These transactions are included in the determination of other income.

 

     

Group companies

     

The results and financial position of all group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

 

Ÿ

share capital and premium are translated at historical rates of exchange;

Ÿ

equity items other than profit attributable to equity shareholders are translated at the closing rate;

Ÿ

assets and liabilities for each balance sheet presented are translated at the closing rate;

Ÿ

income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and

Ÿ

all resulting exchange differences are recognized as a separate component of equity and included within accumulated other comprehensive income.

share capital and premium are translated at historical rates of exchange;

equity items other than profit attributable to equity shareholders are translated at the closing rate;

assets and liabilities for each balance sheet presented are translated at the closing rate;

income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and

all resulting exchange differences are recognized as a separate component of equity and included within accumulated other comprehensive income.

 

F - 1012


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

4.

SIGNIFICANT ACCOUNTING POLICIES(continued)

 

 4.3

Foreign currency transactions and foreign currency statements(continued)

 

     

Exchange differences arising from the translation of the net investment in foreign operations, and of borrowings and other currency instruments designated as hedges of such investments, are taken to stockholders’ equity on consolidation.

 

     

When a foreign operation is sold, cumulative exchange differences are recognized in the income statement as part of the gain or loss on sale.

 

     

Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate at each balance sheet date.

 

 4.4

Segmental reporting

     

A segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other segments and are reported on a reporting segment basis using the management approach. This approach is based on the way management organizes segments within the Company for making operating decisions and assessing performance. The Chief Operating Decision Maker, defined as the Executive Committee, has determined that the Company operates primarily in the deliveryproduction of gold.

 

 4.5

Cash and cash equivalents and restricted cash

     

Cash and cash equivalents consist of cash balances and highly liquid investments with an original maturity of three months or less. Due to the short maturity of cash equivalents, their carrying amounts approximate their fair value. Restricted cash, classified as short-term, is reported separately in the consolidated balance sheets. Cash that is restricted as to withdrawal or use for other than current operations is classified as non-current and is included in Other long-term assets.

 

 4.6

Non-marketable equity investments and debt securities

Non-marketable equity investments which are considered available for sale, are carried at fair value, where fair value can be determined, or at cost less impairment if fair value cannot be reliably measured.

     

Investments in non-marketable debt securities, for which the Company does not control or exercise significant influence, are classified as held to maturity and are subsequently measured at amortized cost. If there is evidence that held to maturity financial assets are impaired the carrying amount is reduced and the loss recognized in the income statement.

 

 4.7

Marketable equity investments and debt securities

     

Marketable equity investments and debt securities which are considered available-for-sale, are carried at fair value, and the unrealized gains and losses, net of tax, computed in marking these securities to market are reported within accumulated other comprehensive income in the period in which they arise. These amounts are removed from accumulated other comprehensive income and reported in income when the asset is derecognized or when there is evidence that the asset is impaired in accordance with the FASB ASC guidance on accounting for certain investments in debt and equity securities. AngloGold Ashanti considers several factors in determining other-than-temporary impairment losses: including the current and expected long-term business prospects of the issuer; the length of time and relative magnitude of the price decline and its ability and intent to hold the investment until the price recovers.

 

     

Marketable debt securities that are classified as held to maturity are subsequently measured at amortized cost. If there is evidence that held to maturity financial assets are impaired the carrying amount is reduced and the loss recognized in the income statement.

 

F - 1113


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

4.

SIGNIFICANT ACCOUNTING POLICIES(continued)

 

 4.8

Inventories

     

Inventories, including goldmetals in process, gold on hand (doré/bullion), uranium oxide, sulfuric acid, ore stockpiles and supplies, are stated at the lower of cost or market value. GoldMetals in process isare valued at the average total production cost at the relevant stage of production as described below. The cost of gold, uranium oxide and sulfuric acid is determined principally by the weighted average cost method using related production costs.

 

     

Ore stockpiles are valued at the average moving cost of mining the ore. Supplies are valued at the lower of weighted average cost or market value. Heap leach pad materials are measured on an average total production cost basis.

 

     

The cost of inventory is determined using the full absorption costing method. GoldMetals in process and ore stockpile inventory include all costs attributable to the stage of completion. Costs capitalized to inventory include amortization of property, plant and equipment and capitalized mining costs, direct and indirect materials, direct labor, shaft overhead expenses, repairs and maintenance, utilities, metallurgy costs, attributable production taxes and royalties, and directly attributable mine costs. Gold on hand (doré/bullion) includes all goldmetals in process and refining costs. Ore is recorded in inventory when blasted underground, or when placed on surface stockpiles in the case of open-pit operations.

 

     

The costs of materials currently contained on the leach pad are reported as a separate line item and classified as either short-term or long-term. Materials on the leach pad are classified as short-term if the Company expects the related gold to be recovered within twelve months. The short-term portion is determined by multiplying the average cost per ounce in inventory by the expected production ounces for the next twelve months. Heap leach pad inventory occurs in two forms: (1) gold recoverable but yet to be dissolved (i.e. gold still in the ore), and (2) gold recoverable from gold dissolved in solution within the leach pad (i.e. pore water). This estimate was used in determining the short-term portion of materials on the leach pad.

 

 4.9

Development costs and stripping costs

     

Development costs relating to major programs at existing mines are capitalized. Development costs consist primarily of expenditures to initially establish a mine and to expand the capacity of operating mines.

 

     

Post production stripping costs are considered costs of the extracted minerals under a full absorption costing system and recognized as a component of inventory to be recognized in cost of sales in the same period as the revenue from the sale of the inventory. Additionally, capitalization of such costs only occurs to the extent inventory exists at the end of a reporting period.

 

     

Costs associated with the opening of a new pit, are capitalized as mine development costs.

 

F - 1214


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

4.

SIGNIFICANT ACCOUNTING POLICIES(continued)

 

 4.10

Depreciation, depletion and amortization

     

Mine development costs, mine plant facilities and other fixed assets

     

Mine development costs, mine plant facilities and other fixed assets are recorded at cost less accumulated amortization and impairments. Cost includes pre-production expenditure incurred during the development of a mine and the present value of future decommissioning costs.

 

     

Capitalized mine development costs include expenditure incurred to develop new orebodies, to define further mineralization in existing orebodies and to expand the capacity of a mine. Where funds have been borrowed specifically to finance a project, the amount of interest capitalized represents the actual borrowing costs incurred.

 

     

Depreciation, depletion and amortization of mine development costs are computed principally by the units-of-production method based on estimated proven and probable mineral reserves. Proven and probable mineral reserves reflect estimated quantities of economically recoverable reserves which can be recovered in the future from known mineral deposits.

 

     

Mine plant facilities are amortized using the lesser of their useful life or units-of-production method based on estimated proven and probable mineral reserves. Main shafts are depleted using the units-of-production method based on total proven and probable reserves as the shaft will be used over the life of the mine. Other infrastructure costs including ramps, stopes, laterals, etc. and ore reserve development are depleted using proven and probable reserves applicable to that specific area. When an area is vacated and there is no longer an intention to mine due to a change in mine plans, all costs that have not been depleted are written off.

 

     

Other fixed assets comprising vehicles and computer equipment, are depreciated by the straight-line method over their estimated useful lives as follows:

Ÿ     vehicles up to five years; and

Ÿ     computer equipment up to three years.

vehicles up to five years; and

computer equipment up to three years.

 

     

Acquired properties

 

     

Acquired properties are carried at amortized cost. Purchased undeveloped mineral interests are acquired mineral rights and are recorded as tangible assets as part of acquired properties. The amount capitalized related to a mineral interest represents its fair value at the time it was acquired, either as an individual asset purchase or as a part of a business combination. “Brownfield” stage mineral interests represent interests in properties that are believed to potentially contain other mineralized material, such as measured, indicated or inferred mineral resources with insufficient drill spacing to qualify as proven and probable mineral reserves, that is in proximity to proven and probable mineral reserves and within an immediate mine structure. “Greenfield” stage mineral interests represent interests in properties that are other mine-related or greenfields exploration potential that are not part of measured or indicated resources and are comprised mainly of material outside of a mine’s infrastructure. The Company’s mineral rights are enforceable regardless of whether proven and probable mineral reserves have been established. The Company has the ability and intent to renew mineral rights where the existing term is not sufficient to recover all identified and valued proven and probable mineral reserves and/or undeveloped mineral interests.

 

     

Both Brownfield properties and Greenfield mineral interests are carried at acquired costs until such time as a mineral interest enters the production stage and are amortized using the unit-of-production method based on estimated proven and probable mineral reserves.

 

     

Both Brownfield properties and Greenfield mineral interests are evaluated for impairment as held-for-use assets in accordance with the Company’s asset impairment accounting policy. See Note 4.13.

 

F - 1315


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

4.

SIGNIFICANT ACCOUNTING POLICIES(continued)

 

 4.11

Other mining costs

     

Other mining costs including repair and maintenance costs incurred in connection with major maintenance activities are charged to the income statement as incurred.

 

 4.12

Goodwill and other intangibles

 

Goodwill

     

Where an investment in a subsidiary, joint venture or an associate is made, any excess of the purchase price over the fair value of the attributable mineral reserves including value beyond proven and probable, acquired properties and other net assets is recognized as goodwill.

 

     

Goodwill relating to subsidiaries is tested for impairment at least annually or when indicators of impairment exist and is carried at cost less accumulated impairment losses. Potential impairment is identified by comparing the fair value of a reporting unit with its carrying amount. The fair value of a reporting unit is determined using an expected present value technique.

 

     

Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill is allocated to reporting units for the purpose of impairment testing.

 

     

Goodwill relating to incorporated joint ventures and associates is included within the carrying value of the investment in incorporated joint ventures and associates and tested for impairment when indicators exist. See Note 4.2.

 

     

The allocation of goodwill to an individual operating mine will result in an eventual goodwill impairment due to the wasting nature of the mine reporting unit. The Company performs its annual impairment review of assigned goodwill during the fourth quarter of each year.

 

     

Software

     

Software purchased, including direct costs associated with customization and installation of the software, is capitalized as other intangible assets.

 

     

Internally-developed software is capitalized when it meets the criteria for capitalization. Other software development expenditure is charged to the income statement as incurred. Software is amortized on a straight-line basis over its useful life which is determined to be the lesser of:

 

Ÿ     the license period of the software;

Ÿ     the period to the manufacturer’s next announced upgrade that management intends to implement; or

Ÿ     three years.

the license period of the software;

the period to the manufacturer’s next announced upgrade that management intends to implement; or

three years.

 

     

Useful lives are reviewed, and adjusted if appropriate, at the beginning of each financial year.

 

 4.13

Asset impairment

     

The Company evaluates its held-for-use long lived assets for impairment when events or changes in circumstances indicate that the related carrying amount may not be recoverable. If the sum of estimated future cash flows on an undiscounted basis is less than the carrying amount of the related asset, including goodwill, if any, an asset impairment is considered to exist. The related impairment loss is measured by comparing estimated future cash flows on a discounted basis to the carrying amount of the asset. Management’s estimate of future cash flows is subject to risk and uncertainties. It is therefore reasonably possible that changes could occur which may affect the recoverability of the group’s mining assets. The Company records a reduction of a group of assets to fair value as a charge to earnings if expected future cash flows are less than the carrying amount. The Company estimates fair value by discounting the expected future cash flows using a discount factor that is commensurate with the risks involved, considering the term of the expected cash flows and any asset specific and country risks. In addition, an asset impairment is considered to exist where the fair value less costs to sell of an asset held for sale is below its carrying amount.

 

F - 1416


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

4.

SIGNIFICANT ACCOUNTING POLICIES(continued)

 

 4.14

Borrowing costs

     

Interest on borrowings relating to the financing of major capital projects under construction is capitalized during the construction phase as part of the cost of the project. Such borrowing costs are capitalized over the period during which the asset is being acquired or constructed and borrowings have been incurred. Capitalization ceases when construction is interrupted for an extended period or when the asset is substantially complete. Other borrowing costs are expensed as incurred.

 

 4.15

Leased assets

     

Assets subject to finance leases are capitalized at the lower of fair value or present value of minimum lease payments with the related lease obligation recognized at the same amount. Capitalized leased assets are depreciated over the shorter of their estimated useful lives and the lease term. Finance lease payments are allocated using the effective interest rate method, between the lease finance cost, which is included in finance costs, and the capital repayment, which reduces the liability to the lessor.

 

     

Operating lease rentals are charged against operating profits in a systematic manner related to the period the assets concerned will be used.

 

 4.16

Provisions

     

Provisions are recognized when the Company has a present obligation, whether legal or constructive, as a result of a past event for which it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

 

     

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the balance sheet date. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability.

 

 4.17

Taxation

     

Current and deferred taxation is recognized as income or expense and included in the profit or loss for the period, except to the extent that the tax arises from a transaction or event which is recognized, in the same or a different period directly in equity; or a business combination that is an acquisition. See Note 4.22.

 

     

Current taxation is measured on taxable income at the applicable enacted statutory rates.

 

     

The Company’s operation involves dealing with uncertainties and judgments in the application of complex tax regulations in multiple jurisdictions. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities and resolution of disputes arising from federal, state, and international tax audits. A tax position is recognized in the financial statements when it is ‘more-likely-than-not’ that the tax position will be sustained upon examination by the relevant taxing authority based on the technical merits. The Company recognizes tax liabilities for anticipated tax audit issues in tax jurisdictions based on its estimate of whether, and the extent to which, additional taxes will be due. The Company recognizes interest and penalties, if any, in the income statement as part of taxation expense.

 

F - 1517


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

4.

SIGNIFICANT ACCOUNTING POLICIES(continued)

 

 4.18

Asset retirement obligations and rehabilitation costs

     

The Company accounts for asset retirement obligations (“AROs”) in accordance with the FASB ASC guidance on accounting for asset retirement obligations.

 

     

AROs, also referred to as decommissioning costs, arise from the acquisition, development, construction and operation of mining property, plant and equipment, due to government controls and regulations that protect the environment on the closure and reclamation of mining properties. The fair value of a liability for an asset retirement obligation is recorded in the period in which it is incurred. When the liability is initially recorded, the cost is capitalized by increasing the carrying amount of the related long-lived asset. Over time, the liability is increased to reflect an interest element (accretion) considered in its initial measurement at fair value, and the capitalized cost is amortized over the useful life of the related asset. Where the obligation arises from activities that are operational in nature and does not give rise to future economic benefit, the capitalized cost is amortized in the period incurred. Upon settlement of the liability, a gain or loss will be recorded if the actual cost incurred is different from the liability recorded.

 

     

Rehabilitation costs and related liabilities are based on the Company’s interpretation of current environmental and regulatory requirements.

 

     

Based on current environmental regulations and known rehabilitation requirements, management has included its best estimate of these obligations in its rehabilitation accrual. However, it is reasonably possible that the Company’s estimates of its ultimate rehabilitation liabilities could change as a result of changes in regulations or cost estimates.

 

     

Environmental liabilities other than rehabilitation costs which relate to liabilities from specific events are accrued when they are known, probable and reasonably estimable.

 

 4.19

Product sales

     

Revenue from product sales is recognized when:

Ÿ     persuasive evidence of an arrangement exists;

Ÿ     delivery has occurred or services have been rendered;

Ÿ     the seller’s price to the buyer is fixed or determinable; and

Ÿ     collectability is reasonably assured.

persuasive evidence of an arrangement exists;

delivery has occurred or services have been rendered;

the seller’s price to the buyer is fixed or determinable; and

collectability is reasonably assured.

 

     

The sales price, net of any taxes, is fixed on either the terms of gold sales contracts or the gold spot price.

 

 4.20

Financial instruments

     

Financial instruments recognized on the balance sheet include investments, loans receivable, trade and other receivables, cash and cash equivalents, borrowings, derivatives, and trade and other payables. Financial instruments are initially measured at cost, including transaction costs, when the Company becomes a party to the contractual arrangements. Subsequent measurement of derivative instruments is dealt with below.

 

     

Derivatives

     

The Company accounts for derivative contracts in accordance with the FASB ASC guidance on accounting for derivative instruments and hedging activities, which requires all contracts that meet the definition of a derivative to be recognized on the balance sheet as either assets or liabilities and recorded at fair value. Gains or losses arising from remeasuring derivatives to fair value at each reporting period are accounted for either in the income statement or in accumulated other comprehensive income, depending on the use and designation of the derivative and whether it qualifies for hedge accounting. The key criterion which must be met in order to qualify for hedge accounting, is that the derivative must be highly effective in offsetting the change in the fair value or cash flows of the hedged item.

 

F - 1618


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

4.

SIGNIFICANT ACCOUNTING POLICIES(continued)

 

 4.20

Financial instruments(continued)

 

     

Contracts that meet the criteria for hedge accounting are designated as the hedging instruments hedging the variability of forecasted cash flows from capitalized expenditure and the sale of production into the spot market, and are classified as cash flow hedges. Where a derivative qualifies as the hedging instrument in a cash flow hedge, changes in fair value of the hedging instruments, to the extent effective, are deferred in accumulated other comprehensive income and reclassified to earnings as product sales or as an adjustment to depreciation expense pertaining to capital expenditure, when the hedged transaction occurs. The ineffective portion of changes in fair value of the cash flow hedging instruments is reported in earnings as gains or losses on non-hedge derivatives in the period in which they occur.

 

     

All other contracts not meeting the criteria for the normal purchases and sales exemption or hedge accounting are recorded at their fair market value, with changes in value at each reporting period recorded in earnings as gains or losses on non-hedge derivatives.

 

     

Cash flows from derivative instruments accounted for as cash flow hedges and non-hedge derivatives are included in net cash provided by operating activities in the consolidated statements of cash flows. Contracts that contain ‘off-market’ terms that result in the inflow of cash at inception are analogous to borrowing activities and, as such, are treated as financing activities. All current and future cash flows associated with such instruments are classified as financing activities within the consolidated statements of cash flows. Contracts that contain ‘off-market’ terms that result in the outflow of cash at inception are analogous to lending activities and, as such, are treated as investing activities. All current and future cash flows associated with such instruments are classified within the investing activities of the consolidated statements of cash flows.

 

     

The estimated fair values of derivatives are determined at discrete points in time based on relevant market information. These estimates are calculated with reference to the market rates using industry standard valuation techniques.

 

     

Certain derivative instruments are designated as hedges of foreign currency denominated borrowings and investments in foreign entities. This designation is reviewed at least quarterly, or as borrowing and investment levels change. The hedge amounts (to the extent effective) are recorded as an offset to the translation gains/losses being hedged.

 

 4.21

Employee benefits

     

Pension obligations

     

Group companies operate various pension schemes. The schemes are funded through payments to insurance companies or trustee administered funds, determined by annual actuarial calculations. The Company has both defined benefit and defined contribution plans.

 

     

The current service cost in respect of defined benefit plans is recognized as an expense in the current year. Past service costs, experience adjustments, the effect of changes in actuarial assumptions and the effects of plan amendments in respect of existing employees are recognized as an expense or income as and when they arise. This method is applied consistently in each period end to all gains and losses.

 

     

The asset/liability recognized in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method.

 

     

The contributions on defined contribution plans are recognized as employee benefit expense when due. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in the future payments is available.

 

F - 1719


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

4.

SIGNIFICANT ACCOUNTING POLICIES(continued)

 

 4.21

Employee benefits(continued)

 

     

Other post-employment benefit obligations

     

Some group companies provide post-retirement healthcare benefits. The expected costs of these benefits are accrued over the period of employment using an accounting methodology on the same basis as that used for defined benefit pension plans. These obligations are valued annually by independent qualified actuaries. Actuarial gains and losses arising in the plan are recognized as income or expense as and when they arise.

 

     

Termination benefits

     

The Company recognizes termination benefits when it is demonstrably committed to either: terminating the employment of current employees according to a detailed formal plan; or providing termination benefits as a result of an offer made to encourage voluntary redundancy based on the number of employees expected to accept the offer. Benefits falling due more than twelve months after balance sheet date are discounted to present value.

 

 4.22

Deferred taxation

     

The Company follows the liability method of accounting for deferred taxation whereby the Company recognizes the tax consequences of temporary differences by applying enacted tax rates applicable to future years to differences between financial statement amounts and the tax bases of certain assets and liabilities. Changes in deferred taxation assets and liabilities include the impact of any tax rate changes enacted during the year. Principal temporary differences arise from depreciation on property, plant and equipment, derivatives, provisions and tax losses carried forward. A valuation allowance is recorded to reduce the carrying amounts of deferred taxation assets if it is more likely than not that such assets will not be realized.

 

 4.23

Dividends

     

Dividends are recognized when declared by the board of directors. Dividends may be payable in Australian dollars, South African rands, United Kingdom pounds or Ghanaian cedis. Dividends declared to foreign stockholders are not subject to approval by the South African Reserve Bank in terms of South African foreign exchange control regulations. Dividends are freely transferable to foreign stockholders from both trading and non-trading profits earned in South Africa by publicly listed companies. Under South African law, the Company may declare and pay dividends from any reserves included in total shareholders’ equity (including share capital and premium) calculated in accordance with International Financial Reporting Standards (“IFRS”), subject to the solvency and liquidity test per the Companies Act.

 

 4.24

Earnings per share

     

Earnings and diluted earnings per share have been calculated, for each class of common stock outstanding, using the two class method which requires that basic net income (loss) per share is computed using the weighted average number of shares outstanding during the period. Diluted net income (loss) per share is computed using the weighted average number of Ordinary shares and, if dilutive, potential common shares outstanding during the period. The computation of the diluted income (loss) per share of Ordinary shares assumes the conversion of E Ordinary shares.

 

     

The rights, including the liquidation, voting and dividend rights, of holders of Ordinary shares and E Ordinary shares are identical. As a result, the undistributed earnings for each year are allocated based on the contractual participation rights of the Ordinary and E Ordinary shares as if the earnings for the year had been distributed. As only 50 percent of dividends are paid to E ordinary share holdersshareholders in cash (the remaining 50 percent reduces the exercise price of the E ordinary shares), the undistributed earnings are allocated between E ordinary shares and ordinary shares based on this proportionate basis. Further, as the Company assumes the conversion of E Ordinary shares in the computation of the diluted net income (loss) per share of Ordinary shares, the undistributed earnings are equal to net income (loss) for the computation.

 

F - 1820


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

4.

SIGNIFICANT ACCOUNTING POLICIES(continued)

 

 4.25

Exploration and evaluation costs

     

The Company expenses all exploration costs until the directors conclude that a future economic benefit is more likely than not of being realized. In evaluating if expenditures meet this criterion to be capitalized, the directors utilize several different sources of information depending on the level of exploration. While the criteria for concluding that expenditure should be capitalized is always probable, the information that the directors use to make that determination depends on the level of exploration.

 

Costs on greenfields sites, being those where the Company does not have any mineral deposits which are already being mined or developed, are expensed as incurred until the directors are able to demonstrate that future economic benefits are probable, which generally will be the establishment of proven and probable reserves at this location.

 

Costs on brownfields sites, being those adjacent to mineral deposits which are already being mined or developed, are expensed as incurred until the directors are able to demonstrate that future economic benefits are probable, which generally will be the establishment of increased proven and probable reserves after which the expenditure is capitalized as a mine development cost.

 

Costs relating to extensions of mineral deposits, which are already being mined or developed, including expenditure on the definition of mineralization of such mineral deposits, are capitalized as mine development costs.

 

     

Costs relating to property acquisitions are capitalized within development costs.

 

     

Drilling and related costs incurred on sites without an existing mine and on areas outside the boundary of a known mineral deposit that contain proven and probable reserves are recorded as exploration expenditures and are expensed as incurred.

 

     

Drilling and related costs incurred to define and delineate a residual mineral deposit that has not been classified as proven and probable reserves at a development stage or production stage mine are capitalized when management determines that there is sufficient evidence that the expenditure will result in a future economic benefit to the Company in the accounting period when the expenditure is made. Management evaluates whether or not there is sufficient geologic and economic certainty of being able to convert a residual mineral deposit into a proven and probable reserve at a development stage or production stage mine, based on the known geologic and metallurgy, existing mining and processing facilities, operating permits and environmental programs. Therefore prior to capitalizing such costs, management determines that the following conditions have been met:

 

 a.

There is a probable future benefit;

 b.

AngloGold Ashanti can obtain the benefit and control access to it; and

 c.

The transaction or event giving rise to it has already occurred.

 

F - 1921


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

4.

SIGNIFICANT ACCOUNTING POLICIES(continued)

 

 4.25

Exploration and evaluation costs(continued)

 

     

The Company understands that there is diversity in practice within the mining industry, in that some companies expense the drilling and related costs incurred to define and delineate residual mineral deposits that have not been classified as proven and probable reserves at a development stage or production stage mine. Had AngloGold Ashanti expensed such costs as incurred, net income, earnings per share and retained earnings would have been lower by the following amounts:

 

  2011  2010  2009   2012  2011  2010 

Net income ($ millions)

  10   27   16   34   10   27 

Earnings per share (1)(cents)

      

Earnings per share - basic (1)(cents)

      

Earnings per share - diluted (2)(cents)

      

Retained income - January 1 ($ millions)

  113   86   70   123   113   86 

Retained income - December 31 ($ millions)

  123   113   86   157   123   113 

(1) Impact per basic and diluted earnings per common share.

(1) Impact per basic earnings per common share.

      

(2) Impact per diluted earnings per common share.

      

 

 4.26

Stock-based compensation plans

     

The Company’s management awards certain employees stock options on a discretionary basis.

 

     

The fair value of the stock-based payments is calculated at grant date using an appropriate model. For equity settled stock-based payments, the fair value is determined using a Black-Scholes method and expensed on a straight-line basis over the vesting period based on the group’s estimate of shares that will eventually vest.

 

     

Option schemes which include non-market vesting conditions have been calculated using the Black-Scholes model. For all other stock-based payments to employees the fair value is determined by reference to the market value of the underlying stock at grant date adjusted for the effects of the relevant terms and conditions.

 

     

For schemes with non-market related vesting conditions, the likelihood of vesting has been taken into account when determining the income statement charge. Vesting assumptions are reviewed during each reporting period.

 

     

Stock options are subject to a three year vesting condition and their fair value is recognized as an employee benefit expense with a corresponding increase in Additional paid in capital over the vesting period. The proceeds received, net of any directly attributable transaction costs are credited to Common stock and Additional paid in capital when the options are exercised.

 

F - 2022


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

4.

SIGNIFICANT ACCOUNTING POLICIES(continued)

 

 4.27

Recent pronouncements

 

     

Goodwill impairment testingReporting of amounts reclassified out of accumulated other comprehensive income

     

In September 2011,February 2013, the FASB issued updated guidance which simplifies howrequires additional disclosure of items reclassified from Accumulated Other Comprehensive Income (“AOCI”). An entity is required to provide information about the amounts reclassified out of AOCI by component. In addition, an entity tests goodwill for impairment. The guidance allows both public and nonpublic entities an option to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under that option, an entity no longer would be required to calculatepresent, either on the fair value of a reporting unit unless the entity determines, based on that qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The guidance also includes examplesface of the typesstatement where net income is presented or in the notes, significant amounts reclassified out of events and circumstances to consider in conductingAOCI by the qualitative assessment. Therespective line items of net income. For public entities the amendments will beare effective prospectively for annual and interim goodwill impairment tests performed for fiscal yearsreporting periods beginning after December 15, 2011. Early adoption is permitted. The2012. Except for presentation changes, the Company does not expect the adoption of the updatedthis guidance of how goodwill is tested for impairment to have a material impact on the Company’s financial statements.

 

     

Presentation of comprehensive incomeCumulative translation adjustments upon derecognition

     

In June 2011,March 2013, the FASB issued guidance for disclosures about comprehensive income. Thewhich indicates that a cumulative translation adjustment (“CTA”) is attached to the parent’s investment in a foreign entity and should be released in a manner consistent with derecognition guidance on investments in entities. For public entities the guidance is intended to increase the prominence of other comprehensive income in financial statements. The main provisions of the guidance provide that an entity that reports items of other comprehensive income has the option to present comprehensive income in either one statementeffective prospectively for reporting periods beginning on or two consecutive statements. The current option in US GAAP that permits the presentation of other comprehensive income in the statement of changes in equity will be eliminated. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011 and should be applied retrospectively. Early adoption is permitted.2013. The Company plans to adopt the two consecutive statement approach and does not expect the adoption of this guidance to have a material impact on the Company’s financial statements. In December 2011, the FASB deferred the requirement in the guidance to present reclassification adjustments for each component of accumulated other comprehensive income in both net income and other comprehensive income on the face of the financial statements. The amendments of this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011.

Fair value measurements

In May 2011, the FASB issued updated guidance on fair value measurement and disclosure requirements. The requirements do not extend the use of fair value accounting, but provide guidance on how it should be applied where its use is already required or permitted by other standards within US GAAP. The update will supersede most of the FASB ASC guidance for fair value measurements, although many of the changes are clarifications of existing guidance or wording changes. The amendments are effective in the first quarter of 2012. The Company does not expect the adoption of the updated guidance to have a material impact on the Company’s financial statements.

 

F - 2123


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

5.

COSTS AND EXPENSES

 

    

Employment severance costs

  2011   2010   2009   2012   2011   2010 
  $  $  $  $  $  $

South Africa

    19   10       19 

Continental Africa

            

Americas

            
  

 

  

 

  15   23   14   10   15   23 
  

 

  

 

 

    

Employee severance costs were due to retrenchments reflecting downsizing and rationalization of operations resulting in a planned reduction in workforce.

 

    

Interest expense

  2011   2010  2009   2012   2011   2010 
    $        

Finance costs on rated bonds (1)

  56   38  

Finance costs on rated bonds and corporate notes (1)

  74   56   38 

Finance costs on convertible bonds (2)

  25   22  18   27   25   22 

Finance costs on mandatory convertible bonds (3)

  47   13    47   47   13 

Finance costs on bank loans and overdrafts

  10   19  55   18   10   19 

Unwinding of discount on convertible bonds

  28   27  18   30   28   27 

Amortization of deferred loan fees (4)

    20  31   15     20 

Capital lease charges

    5        

Discounting of non-current trade and other debtors

    6        

Other

    1        
  

 

  

 

  181   151  136   225   181   151 

Less : Amounts capitalized on qualifying assets

  (3)  -  (13)  (12)  (3)  
  

 

  

 

  178   151  123   213   178   151 
  

 

  

 

 

 (1) 

On April 28, 2010, AngloGold Ashanti Holdings plc issued $1.0 billion of 10-year and 30-year unsecured notes. The issue consisted of $700 million of 10-year unsecured notes at a semi-annual coupon of 5.375 percent due 2020 and $300 million of 30-year unsecured notes at a semi-annual coupon of 6.5 percent.percent due 2040. On July 30, 2012, AngloGold Ashanti Holdings plc issued $750 million 5.125 percent notes due 2022. See Note 18.

 (2) 

The $1.0 billion 2.375 percent convertible bond (issued February 27, 2004) was repaid on February 27, 2009. On May 22, 2009, AngloGold Ashanti Holdings Finance plc issued $732.5 million 3.5 percent guaranteed convertible bonds due May 2014, convertible into ADSs. See Note 18.

 (3) 

In September 2010, AngloGold Ashanti Holdings Finance plc issued $789 million of mandatory convertible bonds at a coupon rate of 6 percent due in September 2013. See Note 18.

 (4) 

Includes a once-off chargecharges of $6 million and $8 million related to the cancellation of debt facilities during 2010.2012 and 2010, respectively.

 

F - 2224


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

5.

COSTS AND EXPENSES(continued)

 

    

Impairment of assets

 

    

Impairments are made up as follows:

 

   2011   2010   2009 
   $  $  $

 

South Africa

      

Impairment of abandoned shaft pillar development at TauTona(1)

      

Impairment and write-off of Savuka(2)

    16   

Impairment and write-off of waste wash plant at Kopanang mine(3)

      

Below 120 level at TauTona(4)

    47   

Impairment of Tau Lekoa(5)

      

Continental Africa

      

Impairment and write-off of vehicles and mining equipment at Obuasi mine

      

Impairment of Iduapriem obsolete tailings storage facility(6)

      

Impairment and write-off of vehicles and heavy mining equipment at Geita mine

      

Impairment and write-off of tailings treatment plant at Obuasi mine(7)

      

Impairment and write-off of oxide treatment plant at Obuasi mine(8)

      

Americas

      

Write-off of mining assets at Serra Grande

      

Other

      

Impairment and write-off of various minor tangible assets and equipment

      
  

 

  17   91   
  

 

 

   2012   2011   2010 
   $  $  $

 

South Africa

      

Impairment of Great Noligwa(1)

  42     

Impairment of abandoned development areas at Kopanang mine(2)

  14     

Impairment of abandoned shaft pillar development at TauTona(3)

      

Impairment and write-off of Savuka(4)

      16 

Impairment and write-off of waste wash plant at Kopanang mine(5)

      

Below 120 level at TauTona(6)

      47 

Impairment of Tau Lekoa(7)

      

Continental Africa

      

Impairment and write-off of mine development at Siguiri(8)

  14     

Impairment and write-off of mine infrastructure, development and assets at Obuasi(9)

  296     

Impairment and write-off of vehicles and mining equipment at Obuasi mine

      

Impairment of Iduapriem obsolete tailings storage facility(10)

      

Impairment and write-off of vehicles and heavy mining equipment at Geita mine

      

Impairment and write-off of tailings treatment plant at Obuasi mine(11)

      

Americas

      

Write-off of mining assets at Serra Grande

      

Other

      

Impairment and write-off of various minor tangible assets, mine infrastructure and equipment

      
  

 

  367   17   91 
  

 

 

 (1)

Due to a change in the mine plan during 2012, resulting from a reduction in reserves from abandonment of certain areas, grade factors and an increase in the cost of extraction, the carrying value of Great Noligwa was written down to an estimated fair value using a pre-tax discount rate of 13 percent.

(2)

Due to a change in the mine plan, certain development areas have been abandoned and are not expected to generate future cash flows.

(3) 

Due to a change in the mine plan resulting from safety related concerns following seismic activity, the VCR shaft pillar and ore pass development have been abandoned and is no longer expected to generate future cash flows.

 (2)(4) 

Due to a further change in the mine plan during 2011, the Savuka assets have been abandoned and are not expected to generate future cash flows.

 (3)(5) 

The use of the waste wash plant was discontinued as it did not yield the desired benefit.

 (4)(6) 

Due to a change in the mine plan resulting from safety related concerns following seismic activity, a portion of the below 120 level development has been abandoned and is not expected to generate future cash flows.

 (5)(7) 

Following the classification of Tau Lekoa as held for sale in 2009, impairment testing was performed on the held for sale asset. As the estimated fair value less costs to sell did not support the carrying value, an impairment was recorded for held for sale assets. The sale of Tau Lekoa was concluded effective August 1, 2010.

 (6)(8)

Due to depleted reserves in the Sintroko, Kozan and Kintinia pits, costs previously capitalized are not expected to generate future cash flows. Certain areas were also abandoned due to safety-related concerns.

(9)

Due to a change in the mine plan, certain areas have been abandoned mainly due to depletion of reserves and assets in poor physical condition or considered obsolete were written-off.

(10) 

The use of the tailings storage facility was discontinued as no further economic benefit is expected to be derived.

 (7)(11) 

Due to safety related concerns the use of the tailings treatment plant was discontinued.

(8)

Due to damage suffered by the leach tanks of the treatment plant, its use was discontinued in 2009.

 

F - 2325


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

5.

COSTS AND EXPENSES(continued)

 

    

The following estimates and assumptions were used by management when reviewing goodwill and long-lived assets for impairment:

 

 Ÿ

the gold price assumption represented management’s best estimate of the future price of gold. In arriving at the estimated long-term gold price, management considered all available market information including current prices, historical averages, and forward pricing curves. The long-term gold price is based on a range of economic and market conditions expected to exist over the remaining useful life of the assets; (1)

Ÿ

proven and probable ore reserves as well as value beyond proven and probable reserves estimates. For these purposes proven and probable ore reserves of approximately 75.6 million ounces (including joint ventures) as at December 31, 2011 were determined;

Ÿ

the real pre-tax discount rate is commensurate with the risks involved which is consistent with the basis used in 2010. The risk factors considered were country risk as well as asset risk for cash flows relating to mines that are not yet in production and deep level mining projects. The country risk factor was based on the Company’s internal assessment of country risk relative to the issues experienced in the countries in which it operates and explores;

Ÿ

foreign currency cash flows were translated at estimated forward exchange rates and then discounted using appropriate discount rates for that currency; and

Ÿ

cash flows used in impairment calculations were based on life of mine plans.

proven and probable ore reserves as well as value beyond proven and probable reserves estimates. For these purposes proven and probable ore reserves of approximately 74.1 million ounces (including joint ventures) as at December 31, 2012 were determined;

the real pre-tax discount rate is commensurate with the risks involved which is consistent with the basis used in 2011. The risk factors considered were country risk as well as asset risk for cash flows relating to mines that are not yet in production and deep level mining projects. The country risk factor was based on the Company’s internal assessment of country risk relative to the issues experienced in the countries in which it operates and explores;

foreign currency cash flows were translated at estimated forward exchange rates and then discounted using appropriate discount rates for that currency; and

cash flows used in impairment calculations were based on life of mine plans.

 

     

Estimates and assumptions used by management included the following:

 

 

     

2011 

$ per ounce

  

2010 

$ per ounce

  

2009 

$ per ounce

 

 

(1)

 

Long-term real gold price

  1,530   1,113   906 
 

 

 
     

2012 

$ per ounce

  

2011 

$ per ounce

  

2010 

$ per ounce

 
 

 

 

(1)

 

Long-term real gold price

  1,584   1,530    1,113  

When reviewing goodwill and other long-lived assets for impairment, AngloGold Ashanti’s assumption on gold price represents its best estimate of the future price of gold. In arriving at the estimated long-term gold price, AngloGold Ashanti considers all available market information including current prices, historical averages, and forward pricing information and data. The long term gold price of $1,584 per ounce in 2012 and $1,530 per ounce in 2011, were based on a range of economic and market conditions, which were expected to exist over the remaining useful life of the assets.

AngloGold Ashanti considers the long term fundamentals that provide support to the gold price assumption. These include, amongst other things, gold as a long term store of value, hedge against inflation, safe haven status, strong physical demand from emerging markets, central bank purchases, quantitative easing and devaluation of paper currency, falling global mine production and rising costs of producing gold, all of which represent significant and enduring trends supportive of AngloGold Ashanti’s gold price assumption.

The actual gold price averaged $1,668 per ounce in 2012 and $1,572 per ounce in 2011. The gold price in 2013 has been subject to volatile short term swings and has averaged $1,632 per ounce in the first quarter of 2013 and closed at $1,404 per ounce on April 19, 2013.

AngloGold Ashanti will continue to monitor the underlying long term factors driving the gold price and will review its gold price assumption, should it consider it appropriate to do so. Should the gold price assumption used in 2012 be revised significantly downward for any reason (by more than 10 percent), goodwill related to Mine Waste Solutions and long-lived assets related to Great Noligwa are most vulnerable to impairment.

Furthermore, should the gold price fall and remain at such lower levels, management will consider, in addition to other mitigating factors, reviewing and amending the life of mine plans to reduce expenditures, optimize costs and increase cash flows in respect of its mining assets.

 

    

The real pre-tax discount rates applied in the 20112012 impairment calculations on reporting units with significant assigned goodwill were as follows:

 

 

   Percentage

 

Australasia

  

Sunrise Dam

  8.4%6.1%

Americas

  

Cripple Creek & Victor

  7.4%8.2%

 

 

    

In addition to the gold price and discount rate assumptions described above, the factors affecting the estimates include:

 

Ÿ

changes in proven and probable ore reserves as well as value beyond proven and probable reserves;

Ÿ

the grade of ore reserves as well as value beyond proven and probable reserves may vary significantly from time to time;

Ÿ

differences between actual commodity prices and commodity price assumptions;

Ÿ

unforeseen operational issues; and

Ÿ

changes in capital, operating mining, processing and reclamation costs and foreign exchange rates.

changes in proven and probable ore reserves as well as value beyond proven and probable reserves;

the grade of ore reserves as well as value beyond proven and probable reserves may vary significantly from time to time;

differences between actual commodity prices and commodity price assumptions;

unforeseen operational issues; and

changes in capital, operating mining, processing and reclamation costs and foreign exchange rates.

 

F - 2426


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

5.

COSTS AND EXPENSES(continued)

 

    

Environmental rehabilitation obligations

    

Long-term environmental obligations comprising decommissioning and restoration are based on the Company’s environmental management plans, in compliance with the current environmental and regulatory requirements.

 

   $

The following is a reconciliation of the total liabilities for asset retirement obligations:

  

Balance as at December 31, 20102011

  530653 

Additions to liabilities

  514 

Liabilities settled

  (18)(21)

Accretion expense

  2833 

Change in assumptions(1)

  14050 

Other movements

  2

Acquisition of subsidiary(2)

37 

Translation

  (34)(9)
  

 

Balance as at December 31, 20112012

  653758 
  

 

 

 (1) 

Revisions relate to an overall average change in mine plans resulting in accelerated cash flows, change in economic assumptions, and discount rates changeand changes in design of tailingtailings storage facilities and in methodology following requests from the environmental protection agency.facilities. These liabilities are anticipated to unwind beyond the end of the life of mine.

(2)

Acquisition of First Uranium (Pty) Limited during July 2012. See Note 3.

 

    

These liabilities mainly relate to obligations at the Company’s active and inactive mines to perform reclamation and remediation activities in order to meet applicable existing environmental laws and regulations.

 

    

Certain amounts have been contributed to a rehabilitation trusttrusts and an environmental protection bond under the Company’s control. The monies in the trusttrusts and bond are invested primarily in interest bearing debt securities and cash and are included in Other long-term assets in the Company’s consolidated balance sheet. Cash balances held in the trusttrusts and bond are classified as restricted cash and are included in Other long-term assets in the Company’s consolidated balance sheet. As at December 31, the carrying amounts and estimated fair values of balances held in the trusttrusts and bond were as follows:

 
     December 31, 2011   December 31, 2010   December 31, 2012   December 31, 2011 
                   
     

Carrying

amount

$

   

Fair value

$

   

Carrying

amount

$

   

Fair value

$

   

Carrying

amount

$

   

Fair value

$

   

Carrying

amount

$

   

Fair value

$

 

 

Securities

     111     114     117    118     115     119     111     114  

Cash

     22     22     32    32     28     28     22     22  
  

 

   

 

 

 
     133     136     149    150     143     147     133     136  
  

 

   

 

 

 

 

    

Operating lease charges

    

Operating lease rentals are charged against income in a systematic manner related to the period the leased property will be used. Lease charges relate mainly to the hire of plant and machinery and other land and buildings.

 

    

Operating leases for plant and machinery are for contracts entered into with mining contractors. The contracts are for specified periods and include escalation clauses. Renewals are at the discretion of the respective operating mine. Certain contracts include the provision of penalties payable on early exiting or cancellation.

 

    

Rental expense(1)

  

2011 

$

  

2010 

$

  

2009 

$

  

2012 

$

  

2011 

$

  

2010 

$

Comprising of:

            

Minimum rentals

  29   23   33   42   29   23 
  

 

  

 

(1)Included in production costs for each period presented.

(1)Included in production costs for each period presented.

(1)Included in production costs for each period presented.

Future minimum rental payments are:

            

2012

  23     

2013

        22     

2014

            

2015

      

2016

      

2017

      

Thereafter

            
  

 

      

 

    
  25       32     
  

 

      

 

    

 

F - 2527


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

5.

COSTS AND EXPENSES(continued)

 

    

   (Profit)/lossLoss/(profit) on sale of assets, realization of loans, indirect taxes and other

  

 

  

 

     

2011 

$

  

2010 

$

  

2009 

$

     

2012 

$

  

2011 

$

  

2010 

$

  

 

  

 

  Impairment of investments  21     12   Indirect tax expenses and legal claims(1)  40     17 
  Loss on disposal of land, equipment and assets, mineral rights and exploration properties    19   13   Mining contractor termination and settlement costs(2)  21     
  Black economic empowerment transaction restructuring costs for Izingwe Holdings (Proprietary) Limited        Impairment of investments  16   21   
  Indirect tax expenses and legal claims(1)    17   29   Loss on disposal of land, equipment and assets, mineral rights, exploration properties and other  14     19 
  Royalties received(2)  (79)  (8)    Reassessment of other receivables    (1)  
  Insurance claim recovery on capital items at Obuasi  (3)      Royalties received(3)  (23)  (79)  (8)
  Profit on disposal of the Company’s subsidiary ISS International Limited(3)  (2)      Profit on disposal of AGA-Polymetal Strategic Alliance(4)  (20)    
  Reassessment of other receivables  (1)      Profit on partial disposal of Rand Refinery Limited(5)  (14)    
  Mandatory convertible bonds underwriting and professional fees    26     Black economic empowerment transaction restructuring costs for Izingwe Holdings (Proprietary) Limited      
  Loss on sale of Tau Lekoa Gold mine(4)        Insurance claim recovery on capital items at Obuasi    (3)  
  Mining contractor termination costs        Profit on disposal of the Company’s subsidiary ISS International Limited(6)    (2)  
  Profit on disposal of investments(5)    (52)    Mandatory convertible bonds underwriting and professional fees      26 
  Net insurance claim recovery(6)    (19)  (7)  Loss on sale of Tau Lekoa Gold mine(7)      
  (Recovery)/loss on consignment inventory    (5)  12   Profit on disposal of investments(8)      (52)
  Profit on disposal of joint venture interest in Boddington Gold mine in Australia(7)      (56)  Net insurance claim recovery(9)      (19)
    

 

  Recovery on consignment inventory      (5)
    (43)  (3)  10     

 

    

 

    35   (43)  (3)
    

 

(1)

  Indirect taxes and legal claims are in respect of:      

(1)

  Indirect taxes and legal claims are in respect of:      
            Colombia  16     
            Guinea  11     10 
            Guinea    10               Ghana  11     
            Ghana                  United States of America      
            Argentina                  Brazil    (1)  
            Namibia                  Argentina  (1)    
            Tanzania  (10)    25             Namibia  (1)    
            Brazil  (1)    (3)            Tanzania    (10)  
            South Africa                  South Africa      

(2)

  Royalties received include:        Mining contractor termination and settlement costs include:      
            Newmont Mining Corporation (2009 Boddington Gold mine sale)  (38)  (4)              Mining and Building Contractors Limited (“MBC”) termination costs at Obuasi  17     
            Franco Nevada Corporation (2011 sale of royalty stream in Ayanfuri mine)  (35)                Contract settlement costs at Siguiri      
            Simmers & Jack Mines Limited (2010 sale of Tau Lekoa Gold mine)  (5)  (3)              Contractor termination costs at Geita      
            Other royalties  (1)  (1)  

(3)

  

ISS International Limited (“ISSI”) was classified as held for sale effective November 3, 2010, after AngloGold Ashanti entered into a memorandum of understanding with the Institute of Mine Seismology for the disposal of ISSI. The sale was concluded on February 28, 2011.

      

(4)

  

The sale of Tau Lekoa Gold mine was concluded effective August 1, 2010.

      

(5)(3)

  

Profit on disposal of investments include:

        Royalties received include:      
  

          B2Gold Corporation (Colombia)

    (45)              Newmont Mining Corporation (2009 sale of Boddington Gold mine)  (18)  (38)  (4)
  

          Red 5 Limited (Australia)

    (7)              Franco Nevada Corporation (2011 sale of royalty stream in Ayanfuri mine)    (35)  

(6)

  

Includes business interruption insurance following a seismic event which resulted in the suspension of operations at Savuka Gold mine (in South Africa) during 2009. The Company recovered $46 million from its insurers. Amounts received included:

      
            Business interruption recoveries    (19)  (11)            Simmers & Jack Mines Limited (2010 sale of Tau Lekoa Gold mine)  (5)  (5)  (3)
            Reimbursement of costs (included in Production costs)    (16)              Other royalties    (1)  (1)

(4)

  

On February 8, 2012, the transaction to dispose of the AGA-Polymetal Strategic Alliance consisting of AGA-Polymetal Strategic Alliance Management Company Holdings Limited, Amikan Holding Limited, AS APK Holdings Limited, Imitzoloto Holdings Limited and Yeniseiskaya Holdings Limited to Polyholding Limited was completed. These assets were fully impaired as at December 31, 2011.

      

(7)(5)

  Included $31 million foreign exchange transaction loss.        

On December 3, 2012, the Company disposed of a 5 percent stake in Rand Refinery Limited. See Note 3.

      

(6)

  

ISS International Limited (“ISSI”) was classified as held for sale in 2010. The sale was concluded on February 28, 2011.

      

(7)

  

The sale of Tau Lekoa Gold mine was concluded effective August 1, 2010.

      

(8)

  

Profit on disposal of investments include:

      
  

          B2Gold Corporation (Colombia)

      (45)
  

          Red 5 Limited (Australia)

      (7)

(9)

  

Includes business interruption insurance following a seismic event which resulted in the suspension of operations at Savuka Gold mine (in South Africa) during 2009. The Company recovered $46 million from its insurers. Amounts received included:

      
  

          Business interruption recoveries

      (19)
  

          Reimbursement of costs (included in Production costs)

      (16)

 

F - 2628


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

5.

COSTS AND EXPENSES(continued)

 

    

Non-hedge derivative (gain)/loss and movement on bonds

 

    

Non-hedge derivative (gain)/loss

 

   

2011 

$

  

2010 

$

  

2009 

$

 

(Gain)/loss on non-hedge derivatives

  (83)  703  1,452

 

   

2012 

$

  

2011 

$

  

2010 

$

 

(Gain)/loss on non-hedge derivatives

  (93)  (83)  703

 

    

The net gain recorded for the year ended December 31, 20112012 relates to the fair value movements of the conversion features of convertible bonds amounting to $84$83 million (see Note 18), movements on other commodity contracts and the revaluation of non-hedge derivatives resulting from changes in the prevailing forward gold price, exchange rates, interest rates and volatilities during the year, amounting to a lossgain of $1$10 million.

The net gain recorded for the year ended December 31, 2011 mainly relates to the fair value movements of the conversion features of convertible bonds amounting to $84 million (see Note 18).

 

    

During 2010, the Company eliminated its gold hedge book. The loss of scheduled hedge book maturities during 2010 was $27$277 million. Loss on non-hedge derivatives includes a realized loss of $2,698 million relating to the final tranche of the accelerated hedge buy-back that commenced in September 2010 and was concluded on October 7, 2010. The final phase of the hedge restructuring was funded with proceeds from the equity offering (see Note 21) and the three-year mandatory convertible bonds (see Note 18) issued in September, as well as cash from internal sources and debt facilities.

 

    

During July 2009, the Company embarked on a hedge buy back that resulted in the accelerated settlement of both non-hedge and forward gold contracts qualifying for the normal purchases and sales exemption (which permits the Company to not record such amounts in its financial statements until the maturity date of the contract) under which the Company had committed to deliver a specified quantity of gold at a future date in exchange for an agreed price. These effects are reflected in the table below.

Effects of the accelerated hedge settlements

 

 

        2011 

$

 

        2010 

$

 

2009 

$

 

        2012 

$

 

        2011 

$

 

2010 

$

Accelerated hedge settlement of non-hedge derivatives

      2,698   797          2,698 

Previously designated NPSE contracts

      405   580          405 

Other non-hedge derivative contracts

      2,293   217          2,293 

 

    

As a result of the accelerated cash settlement of the normal purchase and sale exempted (“NPSE”) contracts during July 2009, the FASB ASC guidance on derivatives and hedging necessitated a review of the continuing designation of, and accounting treatment for, the remaining NPSE contracts that were not part of the accelerated settlement. Management concluded, in accordance with the provisions of the FASB ASC guidance, to re-designate all remaining NPSE contracts as non-hedge derivatives and to account for such contracts at fair value on the balance sheet with changes in fair value accounted for in the income statement.

 

    

The hedge buy-back and re-designation of contracts effected in 2009 resulted in an increase in current non-hedge derivative liabilities and a consequential loss on non-hedge derivatives. During 2010, all the contracts that were previously designated as NPSE were closed out and recorded as a non-hedge derivative loss.

 

    

The effect of the NPSE re-designation in July 2009 and subsequent accounting for these contracts is stated below.

 

      

2011 

$

  

2010 

$

 

Liability at beginning of period

      556 

Fair value movements (recorded in non-hedge derivative (gain)/loss)

      131 

Realized settlements

      (687)
    

 

Liability as at December 31

      
    

 

Movement on bonds

 

   

2011

$

  

2010

$

  

2009

$

 

Fair value (gain)/loss on mandatory convertible bonds (See Note 18)

  (113)  83   

 

   

2012 

$

  

2011 

$

  

2010 

$

 

Fair value (gain)/loss on mandatory convertible bonds (See Note 18)

  (172)  (113)  83

 

F - 2729


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

6.

RELATED PARTY TRANSACTIONS

    

The Company had the following transactions with related parties during the years ended December 31, 2012, 2011 2010 and 2009:2010:

  December 31, 2011   December 31, 2010   December 31, 2009    December 31, 2012   December 31, 2011   December 31, 2010  
  

 

 

  

 

 

  

Purchases

(by)/from

      related party

 

Amounts

owed to/(by)

related party

   

Purchases

(by)/from

related party

   

Amounts

owed to/(by)

related party

   

Purchases

(by)/from

related party

  

Purchases

(by)/from

      related party

   

Amounts

owed to/(by)

related party

   

Purchases

(by)/from

related party

   

Amounts

owed to/(by)

related party

   

Purchases

(by)/from

related party

(in millions)  $ $   $   $   $  $   $   $   $   $

Purchases of goods and services (by)/from equity accounted joint ventures and associates

                   
Margaret Water Company   6                                     
Societe d’Exploitation des Mines d’Or de Sadiola S.A.   (12)    (2)     (8)     (2)    (10)   (14)     (2)     (12)     (2)    (8)
Societe d’Exploitation des Mines d’Or de Yatela S.A.   (2)    (1)     (3)         (3)   (1)          (2)     (1)    (3)

Societe des Mines de Morila S.A.

   (4)         (8)     (1)    (6)   (3)          (4)         (8)

Trans-Siberian Gold plc

                                          
  

 

 

  

 

 

   (12)    (3)     (15)     (3)    (18)   (14)     (2)     (12)     (3)    (15)
  

 

 

  

 

 

 

    

Amounts due by joint venture and associate related parties arising from purchases of goods and services are unsecured and non-interest bearing. See Note 10.

 

    

As at December 31, 20112012 and 2010,2011, there are no outstanding balances arising from purchases of goods and services owed to related parties.

 

    

Loans due by equity accounted joint ventures and associates included in Other long-term assets

 

 

      

2011 

$

  

2010 

$

 

Oro Group (Proprietary) Limited (1)

      

AuruMar (Proprietary) Limited (joint venture) (2)

      

Orpheo (Proprietary) Limited (3)

      

Trans-Siberian Gold plc (4)

      

Thani Ashanti Alliance Limited (joint venture) (5)

    20   

 

      

2012 

$

  

2011 

$

 

Oro Group (Proprietary) Limited (1)

    2  

AuruMar (Proprietary) Limited (joint venture) (2)

    2  

Societe d’Exploitation des Mines d’Or de Sadiola S.A. (joint venture) (3)

    36  

Societe d’Exploitation des Mines d’Or de Yatela S.A. (joint venture) (4)

    -  

Trans-Siberian Gold plc (5)

    -  

Thani Ashanti Alliance Limited (joint venture) (6)

    -  20 

 

 (1) 

The loan bears a market related interest at a rate determined by the Oro Group (Proprietary) Limited’s board of directors and is repayable at theirits discretion.

 (2) 

The loan is unsecured, interest free and there arehas no fixed terms of repayment.

 (3) 

The loan was written off during 2011. The write-off is included in equity income in associates.repayable on demand and bears interest at a margin of 2 percent over the London Interbank Offered Rate (“LIBOR”) per annum.

 (4) 

A loan of $12 million granted during 2012 was fully impaired during the year. The loan, is unsecured, bearsincluded in the carrying amount of the joint venture, was repayable on demand and carried interest at 8a margin of 2 percent over LIBOR per annum and is repayable in April 2012.annum.

 (5) 

The loan bearswas unsecured, carried interest at a margin of 0.958 percent over the Johannesburg Interbank Agreed Rate (“JIBAR”)per annum and iswas converted into ordinary shares during April 2012.

(6)

The loan was repayable in December 2012.2012 but due to non-payment it was fully impaired. A write-off of $37 million is included in equity income in associates.

 

    

There are no allowances for credit losses relating to the loans described above. Credit quality of loans is monitored on an ongoing basis.

 

    

As at December 31, 20112012 and 2010,2011, there are no outstanding balances arising from loans owed to related parties.

 

F - 2830


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

7.

TAXATION

 

   2011   2010   2009    2012   2011   2010 
              

Income/(loss) from continuing operations before income tax and equity income in associates was derived from the following jurisdictions:

Income/(loss) from continuing operations before income tax and equity income in associates was derived from the following jurisdictions:

      

Income/(loss) from continuing operations before income tax and equity income in associates was derived from the following jurisdictions:

      
 

    South Africa

  813   203   (340) 

    South Africa

  363   813   203 
 

    Continental Africa

  745   391   (249) 

    Continental Africa

  316   745   391 
 

    Australasia

  (25)  (149)  (147) 

    Australasia

  (16)  (25)  (149)
 

    Americas

  690   282   (19) 

    Americas

  627   690   282 
 

    Other, including Corporate and Non-gold producing subsidiaries(1)

  (102)  (346)  (143) 

    Other, including Corporate and Non-gold producing subsidiaries (1)

  (79)  (102)  (346)
   

 

   

 

   2,121   381   (898)   1,211   2,121   381 
   

 

   

 

(1) The decrease in the loss is mainly due to fair value movements on the mandatory convertible and rated bonds.   The decrease in 2011 over 2010 is mainly due to fair value movements on the mandatory convertible and rated bonds.      
(Charge)/benefit for income taxes attributable to continuing operations is as follows:(Charge)/benefit for income taxes attributable to continuing operations is as follows:  

(Charge)/benefit for income taxes attributable to continuing operations is as follows:

      

Current:

Current:

      Current:      
 

    South Africa(1)

  (128)  106   (36)     South Africa(1)  (70)  (128)  106 
 

    Continental Africa(2)

  (146)  (81)  (38)     Continental Africa(2)  (218)  (146)  (81)
 

    Australasia(3)

    (36)  (34)     Australasia(3)  10     (36)
 

    Americas(4)

  (124)  (106)  (54)     Americas(4)  (131)  (124)  (106)
 

    Other

  (8)    (4)     Other  (5)  (8)  
   

 

   

 

Total current

Total current

  (406)  (117)  (166)

Total current

  (414)  (406)  (117)
   

 

   

 

(1)

 

The increase in the tax charge in 2011 is mainly due to higher income and non-hedge derivative losses having been fully utilized during the current year. The tax benefit in 2010 is mainly related to tax benefits on losses relating to the early hedge settlement and tax benefits relating to prior years.

   

The lower tax charge in 2012 is mainly due to the lower earnings as a result of safety stoppages and the unprotected strike action at the South African operations. The increase in the tax charge in 2011 is mainly due to higher income and non-hedge derivative losses having been fully utilized during the year. The tax benefit in 2010 is mainly related to tax benefits on losses relating to the early hedge settlement and tax benefits relating to prior years.

      

(2)

 

The increase in the tax charge in 2011 is mainly due to net operating losses at Geita having been fully utilized during the current year. The increase in the tax charge in 2010 is mainly related to higher earnings at Siguiri and Iduapriem from an improved gold price as well as lower capital expenditure.

   

The increase in the tax charge in 2012 is mainly due to withholding taxes on dividends and higher earnings at Geita from an improved gold price, whilst 2011 was lower due to the utilization of tax losses. The higher taxes relative to lower earnings is mainly due to the impairment and write-off of assets at Obuasi of $296 million, the tax benefit of which is reflected under deferred taxes.

      

(3)

 

The lower tax charge in 2011 is due to lower earnings resulting from flooding and the ramp failure which severely affected all aspects of the operation at Sunrise Dam during 2011. The increase in the tax charge in 2010 is due to higher taxable earnings from an improved gold price.

   

The tax credit in 2012 is due to an adjustment related to the 2011 tax assessment. The lower tax charge in 2011 is due to lower earnings resulting from flooding and the ramp failure which severely affected all aspects of the operation at Sunrise Dam during 2011.

      

(4)

 

The increase in the tax charge in 2011 mainly relates to higher earnings in line with the improved gold price.

   

The increase in the tax charge in 2012 is mainly due to Annual Minimum Tax payable by Cripple Creek & Victor in North America. The increase in the tax charge in 2011 mainly relates to higher earnings in line with the improved gold price.

      

Mining tax on mining income in South Africa is determined according to a formula which adjusts the tax rate in accordance with the ratio of profit to revenue from operations. This formula also allows an initial portion of mining income to be free of tax. Non-mining income is taxed at a standard rate.

Mining tax on mining income in South Africa is determined according to a formula which adjusts the tax rate in accordance with the ratio of profit to revenue from operations. This formula also allows an initial portion of mining income to be free of tax. Non-mining income is taxed at a standard rate.

  

Mining tax on mining income in South Africa is determined according to a formula which adjusts the tax rate in accordance with the ratio of profit to revenue from operations. This formula also allows an initial portion of mining income to be free of tax. Non-mining income is taxed at a standard rate.

      
      

Deferred:

Deferred:

      

Deferred:

      
 

    South Africa(1)

  (212)  (119)  141  

    South Africa(1)

  86   (212)  (119)
 

    Continental Africa(2)

  (93)  (19)  27  

    Continental Africa(2)

  14   (93)  (19)
 

    Australasia(3)

    (1)  49 

    Australasia

  (6)    (1)
 

    Americas

    (1)  (18) 

    Americas(3)

  (21)    (1)
 

    Other

       

    Other

      
   

 

   

 

Total deferred

Total deferred

  (299)  (138)  199 

Total deferred

  74   (299)  (138)
   

 

   

 

   

 

       

Total income and mining tax (expense)/benefit

  (705)  (255)  33 
   

 

Total income and mining tax expense

Total income and mining tax expense

  (340)  (705)  (255)
   

 

   

 

(1) 

The increase in the tax charge in 2011 is mainly due to the reversal of deferred tax credits on losses utilized. The increase in the tax charge in 2010 related mainly to the reversal of deferred tax on unrealized non-hedge derivative losses. Deferred tax credits in 2009 are mainly from unrealized non-hedge derivative losses arising from an improved gold price and the remaining NPSE contracts being re-designated as non-hedge derivatives and recorded on the balance sheet, following the hedge buy-back in July 2009.

   

The lower tax charge in 2012 includes a tax benefit of $134 million resulting from changes in enacted statutory tax rates and $8 million from changes in estimated deferred taxation rate. The increase in the tax charge in 2011 is mainly due to the reversal of deferred tax credits on losses utilized. The tax charge in 2010 included the reversal of deferred tax on unrealized non-hedge derivative losses.

      
(2) 

The increase in the tax charge in 2011 is mainly due to the reversal of deferred tax credits from the utilization of tax losses at Geita. The increase in the tax in 2010 charge is mainly due to the tax benefits at Geita in 2009 not recurring in 2010.

   

The decrease in the tax charge in 2012 is mainly due to tax credits on impairments at Obuasi of $89 million, partly offset by the increase in enacted statutory taxation rate change in Ghana (capped at 30 percent in terms of a special tax rate Stability Agreement) of $62 million. The increase in the tax charge in 2011 is mainly due to the reversal of deferred tax credits from the utilization of tax losses at Geita.

      
(3) 

The deferred tax benefit in 2009 relates to the reversal of timing differences on the sale of Boddington Gold Mine.

   

The lower deferred tax charge is partly due to deferred tax credits arising from a corporate restructuring of Serra Grande of $59 million.

      

 

F - 2931


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

7.

TAXATION(continued)

 

Estimated deferred taxation rates in South Africa reflect the future anticipated taxation rates at the time temporary differences reverse.

Estimated deferred taxation rates in South Africa reflect the future anticipated taxation rates at the time temporary differences reverse.

            
During 2011, 2010 and 2009, deferred taxation in South Africa was provided at the future anticipated taxation rates ranging as follows:      
During 2012, 2011 and 2010, deferred taxation in South Africa was provided at the future anticipated taxation rates ranging as follows:      

   2011   2010   2009   2012   2011   2010 

Maximum anticipated deferred taxation rateMaximum anticipated deferred taxation rate  39%  38%  39%  30%  39%  38%
Minimum anticipated deferred taxation rateMinimum anticipated deferred taxation rate  36%  35%  36%  28%  36%  35%

The effect of the change in estimated deferred taxation rate in South Africa on the results for 2011, 2010 and 2009 were as follows:

The effect of the change in estimated deferred taxation rate in South Africa on the results for 2012, 2011 and 2010 were as follows:

The effect of the change in estimated deferred taxation rate in South Africa on the results for 2012, 2011 and 2010 were as follows:

 

 

   Year ended December 31
  

 

   2011  2010  2009

 

          Impact   

 

 

 

Per basic and

diluted

common

share

  

  

  

(a)(b) 

     Impact   

 

 

 

Per basic and

diluted

common

share

  

  

  

(a)(b) 

     Impact   

 

 

 

Per basic and

diluted

common

share

  

  

  

(a)(b) 

 
   $  cents  $  cents  $  cents   

 

Net (expense)/benefit

  (11)   (3    2   21       
  

 

 

(a)     Per basic and diluted ordinary and E ordinary shares.

  

(b)    The calculation of diluted earnings per common share did not assume the effect of the following number of shares as their effects are anti-dilutive.

  

 

    Year ended December 31
  

 

 

    2012  2011  2010   

 

       

Per basic

and diluted

common

     

Per basic

and diluted

common

     

Per basic

and diluted

common

   
   Impact    share(a)(b)   Impact    share(a)(b)   Impact    share(a)(b)  
    $  cents  $  cents  $  cents   

 

Net benefit/(expense)

   8   2    (11)   (3)    8   2   
  

 

 

(a)     Per basic and diluted ordinary and E ordinary shares.

        

(b)     The calculation of diluted earnings per common share did not assume the effect of the following number of shares as their effects are anti-dilutive.

        

 

 

  2011  2010  2009

 

Issuable upon the exercise of convertible bonds

  -  33,524,615  15,384,615

Issuable upon the exercise of stock incentive options

  -  -  1,234,858 

 

 
   2012   2011   2010 

 

 

Issuable upon the exercise of convertible bonds

   -     -     33,524,615 

 

    

Unutilized tax losses

 

    

Unutilized tax losses as at December 31, 2012, 2011 2010 and 20092010 amounted to:

 

      

2011 

$

  

2010 

$

  

2009 

$

 

Unutilized tax losses (1)

  321   1,200   1,032 

(1)     Decrease in unutilized operating loss carryforwards over 2010 are due to utilization of losses in South Africa, Geita and the Americas.

      
Unutilized operating loss carryforwards remaining to be used against future profits can be split into the following periods:      
  Within one year  71     
  

Within one and two years

  65     
  

Within two and five years

  23     
  

In excess of five years

  162     
    

 

    
    321     
    

 

    

 

   2012   2011   2010 
   $  $  $

 

Unutilized tax losses(1)(2)

  691   469   1,356 

(1)     Increase in unutilized operating loss carryforwards in 2012 mainly relates to Colombia and Brazil. Decrease in unutilized operating loss carryforwards in 2011 over 2010 are due to utilization of losses in South Africa, Tanzania, North America and Brazil.

      

(2)     The prior period comparatives have been adjusted to include unutilized tax losses in Colombia of $148 million and $156 million for 2011 and 2010, respectively.

      
Unutilized operating loss carryforwards remaining to be used against future profits can be split into the following periods:      

Within one year

  143     

Within one and two years

  93     

Within two and five years

  111     

In excess of five years

  344     
  

 

    
  691     
  

 

    

 

F - 3032


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

7.

TAXATION(continued)

 

    

Reconciliation between corporate income tax and statutory income tax is as follows:

 

   2011   2010   2009 

   $  $  $   

2012 

$

  

2011 

$

  

2010 

$

Corporate income tax at statutory rates

Corporate income tax at statutory rates

  (742)  (133)  314 

Corporate income tax at statutory rates

  (339)  (742)  (133)

Formula variation in mining taxation rate

Formula variation in mining taxation rate

  (7)    21 

Formula variation in mining taxation rate

    (7)  

Disallowable items(1)

Disallowable items(1)

  (36)  (107)  (303)

Disallowable items(1)

  (38)  (37)  (89)

Reversal of valuation allowances

  41   24   11 

(Increase)/reversal of valuation allowances(2)

(Increase)/reversal of valuation allowances(2)

  (17)  42   

Effect of income tax rates of other countries

Effect of income tax rates of other countries

  50   (46)  (38)

Effect of income tax rates of other countries

  (38)  50   (46)

Impact of change in estimated deferred taxation rate

Impact of change in estimated deferred taxation rate

  (11)    21 

Impact of change in estimated deferred taxation rate

    (11)  

Impact of change in statutory taxation rate

Impact of change in statutory taxation rate

  72     

Other

Other

    (1)  

Other

      (1)
   

 

   

 

Total income and mining tax (expense)/benefit

  (705)  (255)  33 

Total income and mining tax expense

Total income and mining tax expense

  (340)  (705)  (255)
   

 

   

 

(1)

 

 

Disallowable items includes the impact of hedge losses in non-taxable jurisdictions and share expense costs. In 2009, the losses on the hedge settlements were mainly in non-tax effective entities.

       

Disallowable items include the impact of hedge losses in non-taxable jurisdictions and share expense costs.

      
(2)  

The prior period comparatives have been adjusted to include unutilized tax losses in Colombia.

      

 

    

Deferred taxation liabilities and assets on the balance sheet as at December 31, 20112012 and 2010,2011, relate to the following:

 

     

2011 

  

2010 

     

2012 

  

2011 

Deferred tax liabilities:

            

Depreciation, depletion and amortization

    1,611   1,555     1,578   1,611 

Product inventory not taxed

    24   15     58   24 

Derivatives

            

Other

      34     15   
    

 

    

 

Total

    1,648   1,605     1,653   1,648 
    

 

    

 

Deferred tax assets:

            

Provisions, including rehabilitation accruals

    (389)  (363)    (465)  (389)

Derivatives

    (1)  (1)    (1)  (1)

Other

    (28)  (5)    (18)  (28)

Tax loss carry forwards(1)

    (69)  (364)    (220)  (118)
    

 

    

 

Total

    (487)  (733)    (704)  (536)

Less: Valuation allowances(1)

      125     115   56 
    

 

    

 

Total

    (480)  (608)    (589)  (480)
    

 

    

 

Disclosed as follows:

            

Long-term portion deferred taxation assets

    14       39   14 

Short-term portion deferred taxation assets

    75   214     74   75 

Long-term portion deferred taxation liabilities

    1,242   1,200     1,157   1,242 

Short-term portion classified as other current liabilities. See Note 17.

    15   12     20   15 

(1) The prior period comparatives have been adjusted to include unutilized tax losses in Colombia.

      

The classification of deferred taxation assets is based on the related asset or liability creating the deferred taxation. Deferred taxes not related to a specific asset or liability are classified based on the estimated period of reversal. As at December 31, the Company’s losses in South Africa, on which deferred tax had been provided at the anticipated tax rate to be utilized are noted as follows:

            

     2011  2010      2012  2011 

South Africa

            

Losses ($ millions)

    3  508     2  

Deferred tax at the anticipated tax rate to be utilized (percent)

    37  33     29  37 

 

F - 3133


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

7.

TAXATION(continued)

 

Unremitted earnings of foreign subsidiaries and foreign incorporated joint ventures

 

Dividends from incorporated joint ventures may be remitted to the Company without being subject to income or withholding taxes. No provision is made for the income tax effect that may arise on the remittance of unremitted earnings by certain foreign subsidiaries. It is management’s intention that these earnings will be permanently re-invested into future capital expansion projects, maintenance capital and ongoing working capital funding requirements. In the event that the Company repatriated these earnings, income taxes and withholding taxes may be incurred. The determination of such taxes is subject to various complex calculations and accordingly, the Company has determined that it is impractical to estimate the amount of the deferred tax liability on such unremitted earnings. The amounts of these unremitted earnings are as follows:

    

 

      

2011 

$

  

2010 

$

 

Unremitted earnings as at December 31

    1,812   1,221 

Analysis of valuation allowances

 

The movement in valuation allowances for the three years in the period ended December 31, is summarized as follows:

Unremitted earnings of foreign subsidiaries and foreign incorporated joint ventures

     

 

Provision has been made for South African income tax or foreign taxes that may result from future remittances of undistributed earnings of foreign subsidiaries or foreign corporate joint ventures, where the group is able to assert that the undistributed earnings are not permanently reinvested. In all other cases, the foreign subsidiaries reinvest the undistributed earnings into future capital expansion projects, maintenance capital and ongoing working capital funding requirements. In the event that the Company repatriated these earnings, income taxes and withholding taxes may be incurred. The determination of such taxes is subject to various complex calculations and accordingly, the Company has determined that it is impractical to estimate the amount of the deferred tax liability on such unremitted earnings. The amounts of these unremitted earnings are as follows:

    

 

     

2012 

$

  

2011 

$

 

Unremitted earnings as at December 31

   1,649   1,812 

 

Analysis of valuation allowances

The movement in valuation allowances for the three years in the period ended December 31, is summarized as follows:

  

Balance at beginning

of period

$

  

Movement

$

  

Balance at end of

period

$

  Balance at beginning        Balance at end of

  of period    Movement (1)  period
  $     $  $

Year ended December 31, 2012

        

- Valuation allowance

  56     59   115 

Year ended December 31, 2011

                

- Valuation allowance

  125     (118)    177     (121)  56 

Year ended December 31, 2010

                

- Valuation allowance

  194     (69)  125   194     (17)  177 

Year ended December 31, 2009

        

- Valuation allowance

  226     (32)  194 

(1) The prior period comparatives have been adjusted to include valuation allowances in Colombia of $49 million and $52 million for 2011 and 2010, respectively.

(1) The prior period comparatives have been adjusted to include valuation allowances in Colombia of $49 million and $52 million for 2011 and 2010, respectively.

  

 

The deferred tax assets for the respective periods were assessed for recoverability and, where applicable, a valuation allowance recorded to reduce the total deferred tax asset to an amount that will, more-likely-than-not, be realized. The valuation allowance relates primarily to certain net operating loss carryforwards, tax credit carryforwards and deductible temporary differences for which it is more-likely-than-not that these items will not be realized.

 

Although realization is not assured, the Company has concluded that it is more-likely-than-not that the deferred tax assets for which a valuation allowance was determined to be unnecessary will be realized based on the available evidence, including scheduling of deferred tax liabilities and projected income from operating activities. The amount of the net deferred tax assets considered realizable, however, could change in the near term if actual future income or income tax rates differ from that estimated, or if there are differences in the timing or amount of future reversals of existing taxable or deductible temporary differences.

  

 

F - 3234


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

7.

TAXATION(continued)

 

    

Uncertain tax positions

 

    

A reconciliation of the beginning and ending amount of unrecognized tax benefits, is as follows:

 

     

        2011 

$

  

        2010 

$

   

2012 

$

  

2011 

$

Balance at January 1,

    52   149    78   52 

Additions for tax positions of prior years

    38      17   38 

Reductions for tax position of prior years

    (3)  (113)     (3)

Translation

    (9)     (2)  (9)
    

 

   

 

Balance at December 31,

    78   52    93   78 
    

 

   

 

Unrecognized tax benefits are summarized as follows:

           

Recognized as a reduction of deferred tax assets

    29      40   29 

Recognized in other non-current liabilities (See Note 17) (1)

    49   52    53   49 
    

 

   

 

Balance at December 31,

    78   52    93   78 
    

 

   

 

(1) Unrecognized tax benefits which, if recognized, would affect the Company’s effective tax rate.

(1) Unrecognized tax benefits which, if recognized, would affect the Company’s effective tax rate.

    

(1) Unrecognized tax benefits which, if recognized, would affect the Company’s effective tax rate.

    

The Company’s continuing practice is to recognize interest and penalties related to unrecognized tax benefits as part of its income tax expense. For the years ended and as at December 31, interest recognized and interest accrued amounted to:

The Company’s continuing practice is to recognize interest and penalties related to unrecognized tax benefits as part of its income tax expense. For the years ended and as at December 31, interest recognized and interest accrued amounted to:

    

The Company’s continuing practice is to recognize interest and penalties related to unrecognized tax benefits as part of its income tax expense. For the years ended and as at December 31, interest recognized and interest accrued amounted to:

    

  

2011             

$            

  

2010 

$

  

2009 

$

 

2012             

$            

  

2011 

$

  

2010 

$

Interest recognized

  5                  3                 

Interest accrued as at December 31

  12                 53  14               12   

As at December 31, 2011, the Company’s South African tax assessments for the years 2004 – 2011 remain open to scrutiny by the South African Revenue Service.

In other jurisdictions, the revenue system is based on a self-assessment process, all tax filings due by December 31, 2011 have been filed, and the self-assessed position recorded in the consolidated financial statements. The legislation of individual jurisdictions provides for different periods for the authorities to review the filings with specified expiry dates. The Company is disputing assessments received in some jurisdictions where it operates and these arguments are under consideration by the authorities. Based on current legal advice, the Company does not expect the resolution will significantly affect the Company’s consolidated financial statements.

    

As at December 31, 2012, the Company’s South African tax assessments for the years 2004 – 2012 remain open to scrutiny by the South African Revenue Service.

As at December 31, 2012, the Company’s South African tax assessments for the years 2004 – 2012 remain open to scrutiny by the South African Revenue Service.

    

In other jurisdictions, the revenue system is based on a self-assessment process, all tax filings due by December 31, 2012 have been filed, and the self-assessed position recorded in the consolidated financial statements. The legislation of individual jurisdictions provides for different periods for the authorities to review the filings with specified expiry dates. The Company is disputing assessments received in some jurisdictions where it operates and these arguments are under consideration by the authorities. Based on current legal advice, the Company does not expect the resolution will significantly affect the Company’s consolidated financial statements.

In other jurisdictions, the revenue system is based on a self-assessment process, all tax filings due by December 31, 2012 have been filed, and the self-assessed position recorded in the consolidated financial statements. The legislation of individual jurisdictions provides for different periods for the authorities to review the filings with specified expiry dates. The Company is disputing assessments received in some jurisdictions where it operates and these arguments are under consideration by the authorities. Based on current legal advice, the Company does not expect the resolution will significantly affect the Company’s consolidated financial statements.

    

 

F - 3335


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

8.

INCOME/(LOSS)INCOME PER COMMON SHARE

 

 

2011

$

 

2010

$

   

2009

$

   

 

2012

$

 

2011

$

 

2010

$

 
The following table sets forth the computation of basic and diluted income/(loss) per share (in millions, except per share data):    

Ordinary shares undistributed income/(loss)

  1,289   45    (865)  

E Ordinary shares undistributed income/(loss)

  5   -     (5)  
The following table sets forth the computation of basic and diluted income per share (in millions, except per share data):    

Ordinary shares undistributed income

   612   1,289   45  

E Ordinary shares undistributed income

   2   5     
 

 

 

   

 

 

 

Total undistributed income/(loss)

  1,294   45    (870)  

Total undistributed income

   614   1,294   45  
 

 

 

   

 

 

 

Ordinary shares distributed income

  131   67    45     214   131   67  

E Ordinary shares distributed income

  -    -          1   -      
 

 

 

   

 

 

 

Total distributed income(1)

  131   67    45     215   131   67  
 

 

 

   

 

 

 

Numerator - Net income/(loss)

    

Numerator - Net income

    

Attributable to Ordinary shares

  1,420   112    (820)     826   1,420   112  

Attributable to E Ordinary shares

  5   -     (5)     3   5     
 

 

 

   

 

 

 

Total attributable to AngloGold Ashanti

  1,425   112    (825)     829   1,425   112  
 

 

 

   

 

 

 

In calculating diluted income/(loss) per ordinary share, the following were taken into consideration:

    

In calculating diluted income per ordinary share, the following were taken into consideration:

    

Income/(loss) attributable to equity shareholders

  1,420   112    (820)  

Income attributable to equity shareholders

   826   1,420   112  

Interest expense on convertible bonds

  72   -          74   72     

Amortization of issue cost and discount on convertible bonds

  31   -          32   31     

Fair value adjustment on convertible bonds included in income

  (197  -          (255  (197    
 

 

 

   

 

 

 

Income/(loss) used in calculation of diluted earnings per ordinary share

  1,326   112    (820)  

Income used in calculation of diluted earnings per ordinary share

   677   1,326   112  
 

 

 

   

 

 

 

Denominator for basic income/(loss) per ordinary share

    

Denominator for basic income per ordinary share

    

Ordinary shares

        381,621,687       367,664,700        356,563,773           382,757,790       381,621,687       367,664,700  

Fully vested options(1)(2)

  1,389,122   1,023,459    791,353     1,616,239   1,389,122   1,023,459  
 

 

 

   

 

 

 

Weighted average number of ordinary shares

  383,010,809   368,688,159    357,355,126     384,374,029   383,010,809   368,688,159  

Effect of dilutive potential ordinary shares

        

Dilutive potential of stock incentive options(2)

  1,572,015   1,569,606         1,840,199   1,572,015   1,569,606  

Dilutive potential of convertible bonds(3)

  33,524,615   -          33,524,615   33,524,615     

Dilutive potential of E Ordinary shares(4)

  -    -          -    -      
 

 

 

   

 

 

 

Denominator for diluted income/(loss) per share – adjusted weighted average number of ordinary shares and assumed conversions

  418,107,439   370,257,765    357,355,126  

Denominator for diluted income per share – adjusted weighted average number of ordinary shares and assumed conversions

   419,738,843   418,107,439   370,257,765  
 

 

 

   

 

 

 

Weighted average number of E Ordinary shares used in calculation of basic and diluted income/(loss) per E Ordinary share

  2,950,804   3,182,662    3,873,169  

Weighted average number of E Ordinary shares used in calculation of basic and diluted income per E Ordinary share

   2,392,316   2,950,804   3,182,662  
 

 

 

   

 

 

 

Income/(loss) per share attributable to AngloGold Ashanti common stockholders (cents)

    

Net income/(loss) per share

    

Income per share attributable to AngloGold Ashanti common stockholders (cents)

    

Net income per share

    

Ordinary shares(5)

  371   30    (230)     215   371   30  

E Ordinary shares

  185   15    (115)     108   185   15  

Ordinary shares – diluted

  317   30    (230)     161   317   30  

E Ordinary shares – diluted(6)

  171   15    (115)     84   160   15  
 

 

 

   

 

 

 

(1) Compensation awards are included in the calculation of basic income/(loss) per common share from when the necessary conditions have been met, and it is virtually certain that shares will be issued as a result of employees exercising their options.

    

(1) Withholding tax on dividends and other distributions to shareholders of 15 percent became effective on April 1, 2012. The withholding tax, which was announced by the South African government on February 21, 2007, replaced the Secondary Tax on Companies.

    

(2) Compensation awards are included in the calculation of basic income per common share from when the necessary conditions have been met, and it is virtually certain that shares will be issued as a result of employees exercising their options.

    

The calculation of diluted income/(loss) per common share did not assume the effect of the following number of shares as their effects are anti-dilutive:

    

The calculation of diluted income per common share did not assume the effect of the following number of shares as their effects are anti-dilutive:

    

(2) Issuable upon the exercise of stock incentive options

     1,234,858  

(3) Issuable upon the exercise of convertible bonds

   33,524,615    15,384,615       33,524,615 

(4) Issuable upon the conversion of E Ordinary shares

  343,716   -       246,665   343,716  

The calculation of diluted loss per common share for 2009 did not assume the effect of conversion of E Ordinary shares as the Company recorded a loss from continuing operations during this period.

    

(5) The mandatory convertible bonds issued during 2010 are not included in basic income per common share as they contain features that could result in their settlement in cash and therefore do not meet the definition of an equity instrument.

    

(5) The mandatory convertible bonds issued during 2010 are not included in basic income/(loss) per common share as they contain features that could result in their settlement in cash and therefore do not meet the definition of an equity instrument.

    

(6) The prior period comparatives have been adjusted to take into account the earnings effect of the convertible bonds.

    

The effect of rounding may result in computational differences.

    

 

F - 3436


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

9.

RESTRICTED CASH

 

 

                2011

$

 

            2010 

  

                2012

$

   

            2011 

Cash classified as restricted for use comprise of the following:

      

Cash restricted by prudential solvency requirements

  9     11   

Cash balances held by the Tropicana project

  22     23   22 

Other

  4     1   
 

 

 

  

 

 

  35  10    35   35 
 

 

 

  

 

 

Long-term restricted cash balances are included in Other long-term assets (See Note 15).

    

Long-term restricted cash balances are included in Other long-term assets (See Note 15).

 

10.

TRADE AND OTHER RECEIVABLES

 

 

                2011 

$

 

              2010  

Trade debtors are net of:

  

Provision for doubtful debt

  24  19 
 

 

 

 

                  2012

$

 

              2011 

Other receivables include:

    

Prepayments and accrued income

  80  60   86  80 

Interest receivable

  3    1  

Related parties. See Note 6.

  3    2  

Exploration debtors

  7    4  

Royalties receivable

  14    -  14 

Short-term loan (1)

  12  

Short-term loans

  45  12 

Deferred loan fees

  5    2  

Other debtors

  11    5  11 
 

 

 

 

 

 

  135  89   145  135 
 

 

 

 

 

 

(1)

The loan bears interest at 6.5 percent per annum and is due in May 2012.

 

11.

INVENTORIES

 

 

                2011 

$

 

             2010 

$

 

                   2012

$

 

           2011 

Short-term:

    

Metals in process

  189  184    267  189  

Gold on hand (doré/bullion)

  94  77    91  94  

Ore stockpiles

  454  324    512  454  

Uranium oxide and sulfuric acid

  24  43    11  24  

Supplies

  296  255    412  296  
 

 

 

 

 

 

  1,057  883    1,293  1,057  

Less: Materials on the leach pad(1)

  (98 (91)   (128 (98) 
 

 

 

 

 

 

  959  792    1,165  959  
 

 

 

 

 

 

(1) Short-term portion relating to heap leach inventory classified separately, as materials on the leach pad.

    

Long-term:

    

Metals in process

  393  331    445  393  

Ore stockpiles

  31  27  

Ore stockpiles(2)

  180  31  
 

 

 

 

 

 

  424  358    625  424  

Less: Materials on the leach pad(1)

  (393 (331)

Less: Materials on the leach pad(3)

  (445 (393) 
 

 

 

 

 

 

  31  27    180  31  
 

 

 

 

 

 

(1) Long-term portion relating to heap leach inventory classified separately, as materials on the leach pad.

  

(2) Includes long-term ore stockpiles of First Uranium (Pty) Limited acquired on July 20, 2012.

  

(3) Long-term portion relating to heap leach inventory classified separately, as materials on the leach pad.

  

The aggregate write-down of inventory to reduce the carrying value to net realizable value for the years ended December 31 were as follows:

    

 

    

2011 

$

  

          2010 

$

  

              2009 

$

Inventory write-downs (included in production costs)

       21  48
    

2012

$

  

           2011

$

  

              2010 

Inventory write-downs (included in production costs)

   5   4  21

 

F - 3537


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

12.

PROPERTY, PLANT AND EQUIPMENT, NET

 

 

   2012    2011  
 

2011 

$

 

2010 

$

   $   $ 

 

 

Mine development

  6,652     6,590     7,185     6,652  

Buildings and mine infrastructure

  3,613     3,263     4,686     3,613  

Mineral rights and other

  1,023     1,045  

Mineral rights and dumps

   916     1,023  

Assets under construction

  522     502     1,074     522  

Land

  41     37     51     41  
 

 

 

   

 

 

 
          11,851            11,437             13,912             11,851  

Accumulated depreciation, depletion and amortization

  (5,728)    (5,511)     (6,677)     (5,728)  
 

 

 

   

 

 

 

Net book value December 31,

  6,123     5,926     7,235     6,123  
 

 

 

   

 

 

 

Net book value of mining assets encumbered by capital leases (See Note 18)

  67     48  

Net book value of mining assets encumbered by capital leases (See Note 18).

   59     67  

 

13.

ACQUIRED PROPERTIES, NET

 

 

 
 

2011 

$

 

2010 

$

   2012    2011  

   $   $ 

 

Acquired properties, at cost

            2,010              2,168               1,976               2,010  

Accumulated amortization

  (1,231)    (1,332)     (1,228)     (1,231)  
 

 

 

   

 

 

 

Net book value December 31,

  779    836     748     779  
 

 

 

   

 

 

 

The decrease in the net book value includes the impact of the weakening of certain local functional currencies against the US dollar.

  

 

F - 3638


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

14.

GOODWILL AND OTHER INTANGIBLES

Goodwill

The carrying amount of goodwill by reporting unit as of December 31, 2011 and 2010 and changes in the carrying amount of goodwill are summarized as follows:

      

The carrying amount of goodwill by reporting unit as of December 31, 2012 and 2011 and changes in the carrying amount of goodwill are summarized as follows:

The carrying amount of goodwill by reporting unit as of December 31, 2012 and 2011 and changes in the carrying amount of goodwill are summarized as follows:

               
 Americas
$
 Australasia
$
 

Continental
Africa

$

 

Total

$

 

South Africa

$

 

Americas

$

 

Australasia

$

 

Continental

Africa

$

 

Total

$

Balance at January 1, 2010

  18     133     11   162 

Translation

      18        18 

Balance at December 31, 2010

  18     151     11   180

Balance at January 1, 2011

     18    151    11   180 

Translation

                           

Balance at December 31, 2011

  18     153     11   182      18    153    11   182 

Net carrying amount of goodwill as at December 31, 2011 and 2010 is reconciled as follows:

    

First Uranium (Pty) Limited acquisition (1)

               

Translation

              

Balance at December 31, 2012

     18    155    11   193 

(1) See Note 3.

     

Net carrying amount of goodwill as at December 31, 2012 and 2011 is reconciled as follows:

     

- Gross carrying amount

     18    155    310   492 

- Accumulated impairment losses

             (299)   (299)

Net carrying amount as at December 31, 2012

     18    155    11   193 

- Gross carrying amount

  18     153     310   481      18    153    310   481 

- Accumulated impairment losses

          (299 (299)             (299)   (299)

Net carrying amount as at December 31, 2011

  18     153     11   182      18    153    11   182 

- Gross carrying amount

  18     151     310   479 

- Accumulated impairment losses

          (299 (299)

Net carrying amount as at December 31, 2010

  18     151     11   180 

Other intangibles, net

             
    Royalty rate
concession
agreement 
(1)
$
 

Software and
licences

$

 

Total

$

Gross carrying value at January 1, 2010

   30       30 

Accumulated amortization

   (13     (13)

Balance at December 31, 2010

   17       17 
    

Royalty rate

concession

agreement (2)

$

 

Software and

licenses (3)

$

 

Service

agreements

$

 

Total

$

Gross carrying value at January 1, 2011

   30       30    30         30 

Additions

       16   16       16      16 

Accumulated amortization

   (15     (15)   (15)         (15)

Balance at December 31, 2011

   15    16   31    15    16      31 

(1) The government of Ghana agreed to a concession on royalty payments at a fixed rate of 3 percent per year for a period of fifteen years from 2004.

      

   

Gross carrying value at January 1, 2012

   30    16      46 

Additions

      78      85 

Accumulated amortization

   (17)         (17)

Translation

      (2)      (2)

Balance at December 31, 2012

   13    92      112 

The royalty rate concession and software and licences are amortized on a straight line basis with nil residual value. The amortization expense included in the consolidated statements of income were as follows:

       

(2) The government of Ghana agreed to a concession on royalty payments at a fixed rate of 3 percent per year for a period of fifteen years from 2004.

(2) The government of Ghana agreed to a concession on royalty payments at a fixed rate of 3 percent per year for a period of fifteen years from 2004.

             

    

(3) During 2011, the Company undertook the implementation of an Enterprise Resource Plan (“ERP”) system. Phase 1 of the ERP was brought into use in February 2013.

(3) During 2011, the Company undertook the implementation of an Enterprise Resource Plan (“ERP”) system. Phase 1 of the ERP was brought into use in February 2013.

   ��            

    

The royalty rate concession, software and licenses and service agreements are amortized on a straight line basis with nil residual value. The amortization expense included in the consolidated statements of income were as follows:

The royalty rate concession, software and licenses and service agreements are amortized on a straight line basis with nil residual value. The amortization expense included in the consolidated statements of income were as follows:

                 

     2012  2011  2010 
     $ $ $
    

2011 

$

 

2010 

$

 

2009 

$

Royalty rate concession amortization expense

                   

Software and licences amortization expense (2)

          

Software and licenses amortization expense (4)

         

Service agreements amortization expense (5)

         

(2) No amortization expense was recorded for purchased software and licences in 2011 as these have not been brought into use.

      

   

(4) No amortization expense was recorded for purchased software and licenses as these have not been brought into use.

(4) No amortization expense was recorded for purchased software and licenses as these have not been brought into use.

             

    

(5) Less than $1 million in 2012.

(5) Less than $1 million in 2012.

      

    

 

F - 3739


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

14.

GOODWILL AND OTHER INTANGIBLES(continued)

 

Based on carrying value at December 31, 2011, the estimated aggregate amortization expense for each of the next five years is as follows:  
Based on carrying value at December 31, 2012, the estimated aggregate amortization expense for each of the next five years is as follows:   
 Royalty rate
concession
agreement
$
 

    Software and
licences

$

 

Royalty rate
concession
agreement

$

 

    Software and
licenses

$

 

Service
    agreements

$

2012

  

2013

    28  

2014

    31  

2015

    31  

2016

     

2017

   
 

 

 

 

 

 

 

 

 

 

 

F - 3840


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

15.

OTHER LONG-TERM ASSETS

 

 

 

      

        2011 

$

 

        2010 

$

 

 

 

 

Investments in associates - unlisted

   
 

Investments in associates - listed

  15  
 

Investments in equity accounted joint ventures

  671  601 
   

 

 

Carrying value of equity method investments

  691  611 
 

Investment in marketable equity securities – available for sale

  82  124 
 

Investment in marketable debt securities – held to maturity

   13 
 

Investment in non-marketable assets – held to maturity

   
 

Cost method investment

   
 

Investment in non-marketable debt securities – held to maturity

  85  89 
 

Restricted cash

  23  33 
 

Other non-current assets

  101  192 
   

 

   1,001  1,073 
   

 

  

 

Investments in associates

      
 

 

      

December 31,
2011

percentage
held

 

December 31,
2010

percentage
held

 

 

 

Unlisted

   
 

South Africa

   
 

Oro Group (Proprietary) Limited(1)

  25.00 25.00
 

Margaret Water Company

  33.33 33.33
 

Orpheo (Proprietary) Limited(2)

  - 50.00
 

Listed

   
 

Other

   
 

Trans-Siberian Gold plc(1)(3)

  30.90 30.70
 

Mariana Resources Limited(1)(4)(5)

  19.86 -
    
 

 

    

2011 

$

 

2010 

$

 

2009 

$

 

 

(1) 

Results are included for the twelve months ended September 30, 2011, adjusted for material transactions.

   
(2) 

Investment disposed of during 2011.

   
(3) 

Market value of the Company’s investment in Trans-Siberian Gold plc as at December 31

 35 33 12
(4) 

Market value of the Company’s investment in Mariana Resources Limited as at December 31

 7 - -
(5) 

The Company acquired its stake in Mariana Resources Limited for $8 million during December 2011 and accounts for it using the equity method as it has the right to representation on the Mariana Resources Limited board of directors and is therefore considered to have significant influence in the company.

   

F - 39


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

15.

OTHER LONG-TERM ASSETS(continued)

 

Investments in equity accounted joint ventures

   
 

The Company holds the following interests in incorporated mining joint ventures, of which the significant financial operating policies are, by contractual arrangement, jointly controlled:

   
 

 

        

December 31,
2011

percentage
held

 

December 31,
2010

percentage
held

 

 

 

South Africa

   
 

AuruMar (Proprietary) Limited

  50.00 50.00
 

Continental Africa

   
 

Société d’Exploitation des Mines d’Or de Sadiola S.A.

  41.00 41.00
 

Société des Mines de Morila S.A.

  40.00 40.00
 

Société d’Exploitation des Mines d’Or de Yatela S.A.

  40.00 40.00
 

Kibali Goldmines s.p.r.l.

  45.00 45.00
 

Other

   
 

AGA-Polymetal Strategic Alliance(1)

  50.00 50.00
 

Thani Ashanti Alliance Limited

  50.00 50.00

(1)

 

Results are included for the twelve months ended September 30, 2011, adjusted for material transactions. The AGA-Polymetal Strategic Alliance consists of the AGA-Polymetal Strategic Alliance Management Company Holdings Limited, Amikan Holding Limited (“Amikan”), AS APK Holdings Limited, Imizoloto Holdings Limited and Yeniseiskaya Holdings Limited. The investment was sold subsequent to year end. See Note 29.

  
  

 

Impairments of associates and equity accounted joint ventures(1)

      
 

 

The Company recognized the following impairments which are included in equity income in associates:

 

   
 

 

    Year ended December 31,
                2011  2010  2009 
  

 

    $ $ $
 

 

 

Associates

   
 

Mariana Resources Limited(2)

   
 

Margaret Water Company(3)

   
 

Orpheo (Proprietary) Limited(4)

   
 

Equity accounted joint ventures

   
 

Société d’Exploitation des Mines d’Or de Yatela S.A.(4)

   
 

AGA-Polymetal Strategic Alliance(5)

  23  
  

 

  10  24  
  

 

(1)

 The impairments recognized had no tax effects.   

(2)

 The carrying amount of the listed associate was written down to fair value.   

(3)

 Contributions to the investment during both 2011 and 2010 were impaired in full.   

(4)

 Investments fully impaired.   

(5)

 

Effective December 2, 2009, AngloGold Ashanti Holdings plc, a wholly owned subsidiary, entered into a memorandum of understanding with Polyholding Limited relating to the disposal of Amikan. Completion was expected to occur on or before April 30, 2010, but agreement could not be reached and the transaction was subsequently cancelled. The Company recognized an impairment of $9 million relating to Amikan in 2009 to reduce the carrying amount of the investment to fair value. During 2010, the Company fully impaired its investment in the AGA-Polymetal Strategic Alliance.

   

F - 40


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

15.

OTHER LONG-TERM ASSETS(continued)

 

      2011  2010 
      $ $

 

Investment in marketable equity securities – available for sale

     
Available for sale investments in marketable equity securities consists of investments in ordinary shares.     

Cost

    51  35 

Gross unrealized gains

    34  89 

Gross unrealized losses

    (3) 
    

 

Fair value (net carrying value)

    82  124 
    

 

Other-than-temporary impairments and disposals of marketable equity securities – available for sale

 

   Year ended December 31,
  

 

   2011   2010  2009 
   $  $ $

 

Other-than-temporary impairments

     

First Uranium Corporation (South Africa)

  19    

Village Main Reef Limited (South Africa)

     

Corvus Gold Incorporated (United States of America)

     

B2Gold Corporation (Colombia)

     12 
  

 

  21    12 
  

 

The impairments recognized resulted in a transfer of fair value adjustments previously included in accumulated other comprehensive income to the income statement (See Note 5).

     

Disposals of marketable equity securities

     

 

The Company’s disposals of marketable equity securities resulted in the following reclassification of losses/(gains) of fair value adjustments to the income statement:

     

Equity investments held by the Environmental Rehabilitation Trust Fund (net of tax of $nil million)

     

B2Gold Corporation (net of tax of $nil million)

    (47) 

Red5 Limited (net of tax of $2 million)

    (4) 
  

 

    (51) 
  

 

In addition, the Company holds various equities as strategic investments in gold exploration companies. Five of the strategic investments are in an unrealized loss position and the Company has the intent and ability to hold these investments until the losses are recovered.

   

The following tables present the gross unrealized losses and fair value of the Company’s investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by length of time that the individual securities have been in a continuous unrealized loss position:

 

   

 

   

Less than

12 months

  

More than

12 months

 Total
   $  $ $

 

2011

     

Aggregate fair value of investments with unrealized losses

     

Aggregate unrealized losses

  (3)   (3)

2010

     

Aggregate fair value of investments with unrealized losses

     

Aggregate unrealized losses

     
 

 

      

        2012 

$

 

2011 

$

 

 

 

 

Investments in associates - unlisted

  63  
 

Investments in associates - listed

  18  15 
 

Investments in equity accounted joint ventures

  972  671 
   

 

 

Carrying value of equity method investments

  1,053  691 
 

Investment in marketable equity securities – available for sale

  69  82 
 

Investment in marketable debt securities – held to maturity

   
 

Investment in non-marketable equity securities – available for sale

   
 

Investment in non-marketable assets – held to maturity

   
 

Investment in non-marketable debt securities – held to maturity

  86  85 
 

Restricted cash

  29  23 
 

Other non-current assets

  111  101 
   

 

   1,360  1,001 
   

 

  

 

Investments in associates

      
 

 

      

December 31,
2012

percentage
held

 

December 31,
2011

percentage
held

 

 

 

Unlisted

   
 

South Africa

   
 

Rand Refinery Limited(1)

  48.03 -
 

Oro Group (Proprietary) Limited(2)

  36.00 25.00
 

Margaret Water Company

  33.33 33.33
 

Listed

   
 

Other

   
 

Trans-Siberian Gold plc(2)(3)

  31.17 30.90
 

Mariana Resources Limited(2)(4)(5)

  19.86 19.86
    
 

 

    

2012 

$

 

2011 

$

 

2010 

$

 

 

(1)

 

Rand Refinery Limited is equity accounted as at December 31, 2012. See Note 3. Subsequent to year-end, the Company disposed of an additional 4.24 percent interest in Rand Refinery Limited. See Note 29.

   

(2)

 

Results are included to September 30, 2012, adjusted for material transactions.

   

(3)

 

Market value of the Company’s investment in Trans-Siberian Gold plc as at December 31

 22 35 33

(4)

 

Market value of the Company’s investment in Mariana Resources Limited as at December 31

 3 7 -

(5)

 

The Company acquired its stake in Mariana Resources Limited for $8 million during December 2011 and accounts for it using the equity method as it has the right to representation on the Mariana Resources Limited board of directors and is therefore considered to have significant influence in the company.

   

 

F - 41


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

15.

OTHER LONG-TERM ASSETS(continued)

 

 

Investments in equity accounted joint ventures

   
 

The Company holds the following interests in incorporated mining joint ventures, of which the significant financial operating policies are, by contractual arrangement, jointly controlled:

   
 

 

 

December 31,
2012

percentage
held

 

December 31,
2011

percentage
held

 

 

 

South Africa

   
 

AuruMar (Proprietary) Limited

  50.00 50.00
 

Continental Africa

   
 

Société d’Exploitation des Mines d’Or de Sadiola S.A.

  41.00 41.00
 

Société des Mines de Morila S.A.

  40.00 40.00
 

Société d’Exploitation des Mines d’Or de Yatela S.A.

  40.00 40.00
 

Kibali Goldmines s.p.r.l.

  45.00 45.00
 

Other

   
 

AGA-Polymetal Strategic Alliance(1)

  - 50.00
 

Thani Ashanti Alliance Limited

  50.00 50.00

(1)

 

The AGA-Polymetal Strategic Alliance consisting of the AGA-Polymetal Strategic Alliance Management Company Holdings Limited, Amikan Holding Limited (“Amikan”), AS APK Holdings Limited, Imizoloto Holdings Limited and Yeniseiskaya Holdings Limited were disposed of during February 2012. See Note 5.

  
 

 

Impairments of associates and equity accounted joint ventures(2)

  

 

 

 

The Company recognized the following impairments which are included in equity income in associates:

 

   
        2011  2010  

 

        $ $ Year ended December 31,
  

 

             2012  2011  2010 
  

 

  

Investment in marketable debt securities - held to maturity

     13  $ $ $
  

Investments in marketable debt securities represent held to maturity government bonds held by the Environmental Rehabilitation Trust Fund with a total fair value of $11 million (2010: $14 million) and gross unrealized gains of $3 million (2010: $1 million).

      

 

 

Associates

   
  

Investment in non-marketable assets - held to maturity

      

Mariana Resources Limited(3)

   
  

Investments in non-marketable assets represent secured loans and receivables secured by pledge of assets.

      

Margaret Water Company(4)

   
 

Orpheo (Proprietary) Limited(5)(6)

   
  

Cost method investment

     
  

The cost method investment mainly represent shares held in XDM Resources Limited.(1)

      

Equity accounted joint ventures

   
 

Thani Ashanti Alliance Limited(7)

 37   
  

Investment in non-marketable debt securities - held to maturity

    85  89  

Société d’Exploitation des Mines d’Or de Yatela S.A.(5)

   
  

Investments in non-marketable debt securities represent the held to maturity fixed-term deposits required by legislation for the Environmental Rehabilitation Trust Fund and Nufcor Uranium Trust Fund.

      

AGA-Polymetal Strategic Alliance(5)

   23 
  

 

  

As at December 31, 2011 the contractual maturities of debt securities were as follows:

       45  10  24 
  

 

  

 

Marketable debt securities

     
  

Three to seven years

     
      

 

 
  

Non-marketable debt securities

     
  

Less than one year

    85  
      

 

 
  

Restricted cash

    23  33 
  

Restricted cash mainly represent cash balances held by the Environmental Rehabilitation Trust Fund and Environmental Protection Bond.

     
  

 

Financing receivables

     
  

Loans to equity accounted joint ventures and associates of $29 million (2010: $8 million) are disclosed in Note 6.

     
  

 

Other non-current assets

     
  

Unsecured

     
  

Other loans and assets(2)

     
  

 

Non-current debtors

     
  

Prepayments and accrued income

    22  31 
  

Recoverable tax, rebates, levies and duties

    14  82 
  

Reclamation sites trust fund

    29  35 
  

Unamortized issue costs of long-term debt, bonds and syndicated revolving credit facilities

    26  32 
  

Other debtors

     
      

 

      101 192
      

 

(1)

  

The fair value is not estimated as there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment and it is not practicable to estimate the fair value of the investment.

     

(2)

  Other comprises the following:      

The impairments recognized had no tax effects.

   
  

Loans and receivables measured at amortized cost

     
  

Post-retirement assets measured according to the employee benefits accounting policy

     

(3)

 

The carrying amount of the listed associate was written down to fair value.

   

(4)

 

Contributions to the investment during 2012, 2011 and 2010 were impaired in full.

   

(5)

 

Investments fully impaired.

   

(6)

 

Sold effective July 1, 2011.

   

(7)

 

Loan impaired in full. See Note 6.

   

 

F - 42


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

15.

OTHER LONG-TERM ASSETS(continued)

 

      

2012 

$

 

2011 

$

 

Investment in marketable equity securities – available for sale

     
Available for sale investments in marketable equity securities consists of investments in ordinary shares and collective investment schemes.     

Cost

    50  51 

Gross unrealized gains

    21  34 

Gross unrealized losses

    (2) (3)
    

 

Fair value (net carrying value)

    69  82 
    

 

Other-than-temporary impairments and disposals of marketable equity securities – available for sale

 

   Year ended December 31,
  

 

   2012   2011  2010 
   $  $ $

 

Other-than-temporary impairments

     

First Uranium Corporation (South Africa)

    19  

Stratex International plc (Isle of Man)

     

Commander Resources Limited (Isle of Man)

     

Laurentian Goldfields Limited (Isle of Man)

     

Village Main Reef Limited (South Africa)

     

Corvus Gold Incorporated (United States of America)

     
  

 

    21  
  

 

The impairments recognized resulted in a transfer of fair value adjustments previously included in accumulated other comprehensive income to the income statement. See Note 5.

     

Disposals of marketable equity securities

     

 

The Company’s disposals of marketable equity securities resulted in the following reclassification of losses/(gains) of fair value adjustments to the income statement:

     

Equity investments held by the Environmental Rehabilitation Trust Fund (net of tax of $nil million)

    1 

B2Gold Corporation (net of tax of $nil million)

     (47)

Red5 Limited (net of tax of $2 million)

     (4)
  

 

    1 (51)
  

 

In addition, the Company holds various equities as strategic investments in gold exploration companies. Four of the strategic investments are in an unrealized loss position and the Company has the intent and ability to hold these investments until the losses are recovered.

   

The following tables present the gross unrealized losses and fair value of the Company’s investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by length of time that the individual securities have been in a continuous unrealized loss position:

 

   

 

   

Less than
12 months

$

  

More than
12 months

$

 

Total

$

 

2012

     

Aggregate fair value of investments with unrealized losses

  27    27 

Aggregate unrealized losses

  (2)   (2)

2011

     

Aggregate fair value of investments with unrealized losses

     

Aggregate unrealized losses

  (3)   (3)

F - 43


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

15.

OTHER LONG-TERM ASSETS(continued)

  

 

         2012   2011 
         $  $
  

 

  

Investment in marketable debt securities - held to maturity

      
  

Investments in marketable debt securities represent held to maturity government bonds held by the Environmental Rehabilitation Trust Fund with a total fair value of $11 million (2011: $11 million) and gross unrealized gains of $4 million (2011: $3 million).

      
  

Investment in non-marketable equity securities - available for sale

      
  

The non-marketable equity investments mainly represent shares held in XDM Resources Limited.(1)

      
  

Investment in non-marketable assets - held to maturity

      
  

Investments in non-marketable assets represent secured loans and receivables secured by pledge of assets.

      
  

Investment in non-marketable debt securities - held to maturity

    86   85 
  

Investments in non-marketable debt securities represent the held to maturity fixed-term deposits required by legislation for the Environmental Rehabilitation Trust Fund and Nufcor Uranium Trust Fund.

      
  

As at December 31, 2012 the contractual maturities of debt securities were as follows:

      
  

 

Marketable debt securities

      
  

Less than one year

      
  

After ten years

      
      

 

  
        
      

 

  
  

Non-marketable debt securities

      
  

Less than one year

    86   
      

 

  
  

Restricted cash

    29   23 
  

Restricted cash mainly represent cash balances held by environmental rehabilitation trust funds and an environmental protection bond.

      
  

Financing receivables

      
  

Loans to equity accounted joint ventures and associates of $40 million (2011: $29 million) are disclosed in Note 6.

      
  

 

Other non-current assets

      
  

Unsecured

      
  

Other loans and assets(2)

      
  

 

Non-current debtors

      
  

Prepayments and accrued income

    31   22 
  

Recoverable tax, rebates, levies and duties

    20   14 
  

Reclamation sites trust fund

    20   29 
  

Unamortized issue costs of long-term debt, bonds and syndicated revolving credit facilities

    33   26 
  

Other debtors

      
      

 

      111  101
      

 

(1)

  

During 2012, XDM Resources Limited was impaired by $7 million due to a significant decline in value. The fair value of this non-marketable equity investment was based on a share price of C$0.25 per share, being the issue price obtained in a private equity raising which was completed during December 2012. During 2011, the fair value could not be estimated as there were no identified events or changes in circumstances that would have had a significant adverse effect on fair value of the investment and therefore it was not practicable to estimate the fair value of the investment. See Note 5.

      

(2)

  

Other comprises the following:

      
  

Loans and receivables measured at amortized cost

      
  

Post-retirement assets measured according to the employee benefits accounting policy

      

F - 44


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

15.

OTHER LONG-TERM ASSETS(continued)

 

    

Equity accounted joint ventures

 

Summarized financial statements of the joint ventures which have been equity accounted are as follows (100 percent shown):

   

 

  2011   2010  2009   2012   2011  2010 
  $  $ $  $  $ $

Statements of income for the period

          

Sales and other income

  966   823  880   886   966  823 

Costs and expenses

  (679)  (528) (508)  (828)  (679) (528)

Taxation

  (120)  (126) (120)  (78)  (120) (126)
  

 

  

 

Net income

  167   169  252 

Net (loss)/income

  (20)  167  169 
  

 

  

 

Balance sheets as at December 31,

     

Balance sheets as at December 31

     

Non-current assets

  1,337   1,205    2,019   1,337  

Current assets

  675   550    1,577   675  
  

 

   

 

 
  2,012   1,755    3,596   2,012  

Long-term liabilities

  (64)  (126)   (58)  (64) 

Loans from shareholders

  (53)  (4)   (63)  (53) 

Current liabilities

  (473)  (260)   (1,280)  (473) 
  

 

   

 

 

Net assets

  1,422   1,365    2,195   1,422  
  

 

   

 

 

 

F - 4345


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

16.

ASSETS AND LIABILITIES HELD FOR SALE

 

 

      2011  2010 
      $ $

 

Effective November 3, 2010, ISS International Limited (“ISSI”) in South Africa was classified as held for sale. AngloGold Ashanti entered into a memorandum of understanding with The Institute of Mine Seismology (“IMS”) relating to the disposal of ISSI. The transaction closed on February 28, 2011. The Company recorded a profit on disposal of $2 million on the sale. See “Note 5 - Costs and expenses: Profit/loss on sale of assets, realization of loans, indirect taxes and other”.

     12 

Effective December 2007, Rand Refinery Limited in South Africa (a subsidiary of the Company) transferred parts of its premises that were no longer utilized (previously recognized as a tangible asset), to held for sale. On April 1, 2008, a sale agreement was concluded, subject to achievement of the suspensive condition regarding rezoning of the land and transfer of title deeds. Rand Refinery Limited is currently awaiting the rezoning transfer notification from the municipal and deeds office in order to conclude the sales transaction.

     

As at December 31, 2011 and 2010 the carrying amounts of major classes of assets and liabilities classified as held for sale included:

     

Cash and cash equivalents

     11 

Trade and other receivables

     

Inventories

     

Property, plant and equipment

     

Trade and other payables

     (3)
    

 

Net assets

     13 
    

 

 

 

        2012  2011 
        $ $
 

 

 

Effective December 2007, Rand Refinery Limited in South Africa transferred parts of its premises that were no longer utilized, to held for sale. On April 1, 2008, a sale agreement was concluded, subject to achievement of the suspensive condition regarding rezoning of the land and transfer of title deeds. On December 3, 2012, the Company disposed of a 5 percent stake in Rand Refinery Limited reducing its shareholding to 48.03 percent and at year-end this investment is accounted for using the equity method. See Note 3.

     
 

As at December 31, 2012 and 2011 the carrying amounts of major classes of assets and liabilities classified as held for sale included:

     
 

Property, plant and equipment

     
     

 

 

17.

OTHER LIABILITIES

 

Current

     

Deferred income

     10 

Deferred taxation. See Note 7.

    15  12 

Pension and other post-retirement medical benefits. See Note 25.

    12  14 

Accrual for power

    27  42 

Other (including accrued liabilities)

    60  75 
    

 

    120  153 
    

 

Non-current

     

Deferred income

     

Provision for uncertain tax positions. See Note 7.

    49  52 

Other creditors

    11  10 
    

 

    63  69 
    

 

 

Current

     
 

Deferred income

     
 

Deferred taxation. See Note 7.

    20  15 
 

Pension and other post-retirement medical benefits. See Note 25.

    12  12 
 

Accrual for power

    43  27 
 

Short-term portion of commodity contract(1)

    34  
 

Other (including accrued liabilities)

    90  60 
     

 

     202  120 
     

 

 

Non-current

     
 

Deferred income

     
 

Provision for uncertain tax positions. See Note 7.

    53  49 
 

Commodity contract(1)

    316  
 

Other creditors

     11 
     

 

     379  63 
     

 

(1)

 

Chemwes (Pty) Limited, subsidiary of First Uranium (Pty) Limited acquired by AngloGold Ashanti Limited during 2012, agreed to sell 25 percent of its production, capped at 312,500 ounces from January 1, 2012, to Franco-Nevada (Barbados) Corporation. Franco Nevada is required to pay $400 per ounce which inflates at 1 percent compounded annually from 2013. The obligation is calculated as the present value of the portion which is deemed a loss making executory contract in light of the market conditions that existed at the acquisition date. As at December 31, 2012, the remaining production due to Franco Nevada is 292,672 ounces. Included in the long-term obligation are future royalty obligations to Buffelsfontein Gold Mines and Premier Royalty Company of $14 million and environmental legal claims of $3 million.

     

 

F - 4446


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

18.

LONG-TERM DEBT

 

     2011  2010 

  $ $     

2012 

$

 

2011 

$

Unsecured

          

Debt carried at fair value

          

Mandatory convertible bonds - issued September 2010(1)

    760  874     588  760 

Quarterly coupon of 6 percent per annum. The bonds are convertible into ADS’s in September 2013 and are US dollar-based. The bonds are convertible into a variable number of shares as set forth in the indenture.

          

Accrued interest included in short-term debt at fair value

    (2) (2)

Included in short-term debt at fair value

    (588) (2)
    

 

    

 

Long-term debt at fair value

    758  872      758 
    

 

    

 

Debt carried at amortized cost

          

Rated bonds - issued April 2010(2)

    1,006  1,006     1,005  1,006 

The rated bonds have two components, $700 million 10-year bonds and $300 million 30-year bonds. Semi-annual coupons of 5.375 percent per annum on $700 million 10-year bonds and 6.5 percent per annum on $300 million 30-year bonds. The $700 million 10-year bonds are repayable in April 2020 and the $300 million 30-year bonds are repayable in April 2040. The bonds are US dollar-based.

          

Syndicated revolving credit facility ($1.0 billion)(3)

     50 

Interest charged at LIBOR plus 1.75 percent per annum. The loan is repayable in April 2014 and is US dollar-based.

     

Rated bonds - issued July 2012(3)

    761  

Semi-annual coupon of 5.125 percent per annum. The bonds are repayable in August 2022 and are US dollar-based.

     

3.5 % Convertible bonds(4)

    659  633 

3.5 percent Convertible bonds(4)

    689  659 

Semi-annual coupon of 3.5 percent per annum. The bonds are convertible, at the holders’ option, into ADSs up to May 2014 and are US dollar-based. The bonds are convertible at an initial conversion price of $47.6126 per ADS.

          

FirstRand Bank Limited loan facility (R1.5 billion)

     107 

Interest charged at JIBAR plus 0.95 percent per annum. Loan was repaid in February 2011 and was ZAR-based.

     

Grupo Santander Londres

     

Interest charged at LIBOR plus 1.45 percent per annum. Loan was repaid September 2011 and was US dollar-based.

     

Syndicated revolving credit facility (A$600 million)(5)

    266  

Interest charged at BBSY plus 2 percent per annum. The applicable margin is subject to a ratings grid. The loan is repayable in December 2015 and is Australian dollar-based.

     

Grupo Santander Brasil

          

Interest charged at 8.11 percent per annum. Loans are repayable in monthly installments terminating in November 2013 and April 2014 and are Brazilian real-based.

          

Brazilian Economic and Social Development Bank

          

Interest charged at a rate of 2.3 percent plus delta exchange rate on individual installments per annum. Loans are repayable in monthly installments terminating in April 2014 and are Brazilian real-based.

          

Banco de Desenvolvimento de Minas Gerais

          

Interest charged at a rate of 4.5 percent per annum. Loans are repayable in monthly installments terminating in June 2020 and are Brazilian real-based.

          

 

F - 4547


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

18.

LONG-TERM DEBT(continued)

 

 

      2011  2010 
      $ $

 

Secured

     

Capital leases

     

Turbine Square Two (Proprietary) Limited(5)

    33  39 

The leases are capitalized at an implied interest rate of 9.8 percent per annum. Lease payments are due in monthly installments terminating in March 2022 and are ZAR-based. The buildings financed are used as security for these loans. See Note 12.

     

Caterpillar Financial Services Corporation(5)

    10  13 

Interest charged at an average rate of 5.46 percent per annum. Loans are repayable in monthly installments terminating in January 2015 and are US dollar-based. The equipment financed is used as security for these loans. See Note 12.

     

Mazuma Capital Corporation(5)

     

Interest charged at an average rate of 5.6 percent per annum. Loans are repayable in monthly installments terminating in November 2012 and are US dollar-based. The equipment financed is used as security for these loans. See Note 12.

     

CSI Latina Arrendamento Mercantil S.A.(5)

     

Interest charged at a rate of 3.4 percent per annum. Loans are repayable in monthly installments terminating in March 2014 and are Brazilian real-based. The equipment financed is used as security for these loans. See Note 12.

     

Navachab Lewcor Mining Contract(5)

    29  -

Interest charged at a rate of 8.4 percent per annum. Loans are repayable in April 2015 and are Namibian dollar-based. The equipment financed is used as security for these loans. See Note 12.

     
    

 

Total debt at amortized cost

    1,745  1,863 

Current maturities included in short-term debt

    (30) (133)
    

 

Long-term debt at amortized cost

    1,715  1,730 
    

 

Certain long-term debt facilities are subject to debt covenant arrangements for which no breaches have occurred.

     

Scheduled minimum total debt maturities are:

     

2012 

    32  

2013 

    773  

2014 

    673  

2015 

     

2016 

     

Thereafter

    1,021  
    

 

 
    2,505  
    

 

 

The currencies in which the borrowings are denominated are as follows:

     

United States dollars

    2,437  2,585 

South African rands

    33  146 

Brazilian real

     

Namibian dollars

    29  
    

 

    2,505  2,737 
    

 

 

      

2012 

$

 

2011 

$

 

Secured

     

Capital leases

     

Turbine Square Two (Proprietary) Limited(6)

    31  33 

The leases are capitalized at an implied interest rate of 9.8 percent per annum. Lease payments are due in monthly installments terminating in March 2022 and are ZAR-based. The buildings financed are used as security for these loans. See Note 12.

     

Caterpillar Financial Services Corporation(6)

     10 

Interest charged at an average rate of 5.46 percent per annum. Loans are repayable in monthly installments terminating in January 2015 and are US dollar-based. The equipment financed is used as security for these loans. See Note 12.

     

Mazuma Capital Corporation(6)

     

Interest charged at an average rate of 5.6 percent per annum. Loans were repaid in monthly installments and terminated in November 2012 and were US dollar-based. The equipment financed was used as security for these loans. See Note 12.

     

CSI Latina Arrendamento Mercantil S.A.(6)

     

Interest charged at a rate of 10.4 percent per annum. Loans are repayable in monthly installments terminating in December 2015 and are Brazilian real-based. The equipment financed is used as security for these loans. See Note 12.

     

Navachab Lewcor Mining Contract(6)

    22  29 

Interest charged at a rate of 8.4 percent per annum. Loans are repayable in April 2015 and are Namibian dollar-based. The equipment financed is used as security for these loans. See Note 12.

     

California First National Bank(6)

    11  

Interest charged at an average rate of 2.4 percent per annum. Loans are repayable in monthly installments terminating in December 2019 and are US dollar-based. The equipment financed is used as security for these loans. See Note 12.

     
    

 

Total long-term debt at amortized cost

    2,797  1,745 

Current maturities included in short-term debt

    (47) (30)
    

 

Long-term debt at amortized cost

    2,750  1,715 
    

 

Certain long-term debt facilities are subject to debt covenant arrangements for which no breaches have occurred.

     

 

F - 4648


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

18.

LONG-TERM DEBT(continued)

 

     2011  2010      

2012 

$

 

2011 

$

Short-term debt at amortized cost

     

Current maturities of long-term debt

    47  30 

Unsecured

     

Senior Floating Rate Notes (Domestic Medium-Term Note Program (“DMTNP”))

    84  

Senior Fixed Rate Notes (DMTNP)

    36  

FirstRand Bank Limited demand facility

    59  

Other loans

    45  
    

 

Short-term debt at amortized cost

    271  30 
    

 

Scheduled minimum total debt maturities are:

     

2013

    859  

2014

    703  

2015

    273  

2016

     

2017

     

Thereafter

    1,765  
    

 

 
    3,609  
    

 

 

The currencies in which the borrowings are denominated are as follows:

     

United States dollars

    3,107  2,437 

Australian dollars

    266  

South African rands

    210  33 

Brazilian real

     

Namibian dollars

    22  29 
     $ $    

 

    3,609  2,505 
    

 

Undrawn borrowing facilities as at December 31 are as follows:

            

Syndicated revolving credit facility ($1.0 billion) - US dollar

    1,000  950     1,000  1,000 

Syndicated revolving credit facility (A$600 million) - Australian dollar

    617      359  617 

FirstRand Bank Limited - US dollar

    50  50      50 

Absa Bank Limited - US dollar

    42  42      42 

Nedbank Limited - US dollar

          

FirstRand Bank Limited - rands

    14  139     30  14 

Standard Bank of South Africa Limited - rands

    23  28      23 

Nedbank Limited - rands

    13  18      13 

Absa Bank Limited - rands

          
    

 

    

 

    1,765  1,232     1,389  1,765 
    

 

    

 

F - 49


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

18.

LONG-TERM DEBT(continued)

 

(1)

 

Mandatory convertible bonds

  
 

In September 2010, the Company issued mandatory convertible bonds at a coupon rate of 6 percent due in September 2013. The conversion of the mandatory convertible bonds into ADSs was subject to shareholder approval, which was granted in October 2010. These bonds are convertible into a variable number of ADSs, ranging from 18,140,000 at a share price equal to or lesser than $43.50, to 14,511,937 at a share price equal to or greater than $54.375, each as calculated in accordance with the formula set forth in the indenture and subject to adjustment.

  
 

The mandatory convertible bonds contain certain embedded derivatives relating to change in control and anti-dilution protection provisions. The FASB ASC guidance contains an election for the Company to record the entire instrument at fair value as opposed to separating the embedded derivatives from the instrument. The shareholders have authorized that the convertible bonds will be settled in equity and not have any cash settlement potential except if a fundamental change or conversion rate adjustment causes the number of ADSs deliverable upon conversion to exceed the number of shares reserved for such purpose, among other circumstances provided in the indenture, and therefore the Company has chosen to recognize the instrument, in its entirety, at fair value. Depending on the final calculated share price on the date of conversion, the liability recognized may differ from the principal amount.

  
 

Other convertible bonds that have been issued by the Company will only be settled in equity if future events, outside of the control of the Company, result in equity settlement and thus have a potential cash settlement at maturity that will not exceed the principal amount, in those circumstances the liabilities are recognized at amortized cost.

  
 

In determining the fair value liability of the mandatory convertible bonds, the Company has measured the effect based on the ex interest NYSE closing price on the reporting date. The ticker code used by the NYSE for the mandatory convertible bonds is AUPRA. The accounting policy of the Company is to recognize interest expense separately from the fair value adjustments in the income statement. Interest is recognized at a quarterly coupon rate of 6 percent per annum. Fair value adjustments are included in Non-hedge derivative gain/loss and movement on bonds in the income statement – see Note 5.

  
 

The contractual principal amount of the mandatory convertible bonds is $789 million, provided the calculated share price of the Company is within the range of $43.50 to $54.375. If the calculated share price is below $43.50, the Company will recognize a gain on the principal amount and above $54.375 a loss. As at December 31, 2011,2012, the actual share price was $42.45$31.37 (December 31, 2010: $49.23)2011: $42.45).

  
 

The mandatory convertible bonds were issued by AngloGold Ashanti Holdings Finance plc, a finance company wholly-owned by AngloGold Ashanti Limited. AngloGold Ashanti Limited has fully and unconditionally guaranteed the mandatory subordinated convertible bonds issued by AngloGold Ashanti Holdings Finance plc. There are no significant restrictions on the ability of AngloGold Ashanti Limited to obtain funds from its subsidiaries by dividend or loan.

  

 

F - 4750


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

18.

LONG-TERM DEBT(continued)

 

      2011   2010 

      $  $      

2012 

$

  

2011 

$

(2)

 

Rated bonds

       

Rated bonds - issued April 2010

      
 

Senior unsecured fixed rate bonds

    1,000   1,000  

Senior unsecured fixed rate bonds

    1,000   1,000 
 

Less: Unamortized discount

    (6)  (6) 

Less: Unamortized discount

    (6)  (6)
 

Add: Accrued interest

    12   12  

Add: Accrued interest

    11   12 
     

 

     

 

     1,006   1,006      1,005   1,006 
     

 

     

 

              
 

On April 22, 2010, the Company announced the pricing of an offering of 10-year and 30-year notes. The offering closed on April 28, 2010. The notes were issued by AngloGold Ashanti Holdings plc, a wholly-owned subsidiary of AngloGold Ashanti Limited, and are fully and unconditionally guaranteed by AngloGold Ashanti Limited. The notes are unsecured and interest is payable semi-annually.

     

On April 22, 2010, the Company announced the pricing of an offering of 10-year and 30-year notes. The offering closed on April 28, 2010. The notes were issued by AngloGold Ashanti Holdings plc, a wholly-owned subsidiary of AngloGold Ashanti Limited, and are fully and unconditionally guaranteed by AngloGold Ashanti Limited. The notes are unsecured and interest is payable semi-annually.

    
(3)

(3)

 

Syndicated revolving credit facility ($1.0 billion)

       

Rated bonds - issued July 2012

      
 

Drawn down

      50  

Senior unsecured fixed rate bonds

    750   
 

Add: Accrued interest

       

Less: Unamortized discount

    (5)  
     

 

 

Add: Accrued interest

    16   
       50      

 

     

 

     761   
 

On April 20, 2010, AngloGold Ashanti Holdings plc and AngloGold Ashanti USA Inc., each a wholly-owned subsidiary of AngloGold Ashanti Limited, as borrowers, and AngloGold Ashanti Limited entered into a $1.0 billion four year revolving credit facility with a syndicate of lenders to replace the existing $1.15 billion syndicated facility. AngloGold Ashanti Limited, AngloGold Ashanti Holdings plc and AngloGold Ashanti USA Inc. each guaranteed the obligations of the borrowers and other guarantors under the facility. Amounts may be repaid and reborrowed under the facility during its four year term. During the year ended December 31, 2011, the Company drew down $100 million and repaid $150 million under this facility. A commitment fee of 0.70 percent is payable quarterly in arrears on the undrawn portion of the facility.

         

 

 

On July 25, 2012, the Company announced the pricing of an offering of $750 million notes. The notes were issued by AngloGold Ashanti Holdings plc, a wholly-owned subsidiary of the Company, at an issue price of 99.398 percent. The notes are unsecured and are fully and unconditionally guaranteed by AngloGold Ashanti Limited. The transaction closed on July 30, 2012.

    

 

F - 4851


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

18.

LONG-TERM DEBT(continued)

 

 

        2011   2010 
        $  $

 

(4)

 

3.5% Convertible bonds

      
 

Senior unsecured fixed rate bonds

    656   630 
 

Add: Accrued interest

      
     

 

     659   633 
     

 

 

The issue of convertible bonds in the aggregate principal amount of $732.5 million at an interest rate of 3.5 percent was concluded on May 22, 2009. These bonds are convertible into ADSs at an initial conversion price of $47.6126. The conversion price is subject to standard weighted average anti-dilution protection. The convertible bonds were issued by AngloGold Ashanti Holdings Finance plc, a finance company wholly-owned by AngloGold Ashanti Limited. AngloGold Ashanti Limited has fully and unconditionally guaranteed the convertible bonds issued by AngloGold Ashanti Holdings Finance plc. There are no significant restrictions on the ability of AngloGold Ashanti Limited to obtain funds from its subsidiaries by dividend or loan.

    
 

The convertible bonds mature on May 22, 2014. However, at any time on or after June 12, 2012 the Company has the right, but not the obligation, to redeem all (but not part) of the convertible bonds at their principal amount together with accrued interest if the volume weighted average price of the ADSs that would be delivered by the Company on the conversion of a convertible bond of a principal amount of $100,000 exceeds $130,000 on each of at least 20 consecutive dealing days ending not earlier than five days prior to the date that the Company gives notice of the redemption.

    
 

Upon the occurrence of a change of control of the Company, each convertible bond holder will have the right to require the Company to redeem its convertible bonds at their principal amount plus accrued interest thereon. If the convertible bond holder elects to convert its convertible bonds in connection with such change of control, the Company will pay a “make whole” premium to such convertible bond holder in connection with such conversion. The conversion price is subject to adjustment on occurrence of certain events, as described in the terms and conditions of the bonds.

    
 

The Company is separately accounting for the conversion features of the convertible bonds at fair value as a derivative liability with subsequent changes in fair value recorded in earnings each period. The total fair value of the derivative liability on May 22, 2009 (date of issue) amounted to $142.2 million. The difference between the initial carrying value and the stated value of the convertible bonds is being accreted to interest expense using the effective interest method over the 5 year term of the bonds.

    
 

The associated derivative liability (which has been accounted for separately) are summarized as follows:

    
 

Convertible bond derivative liability

      
 

Balance at beginning of period

    176   175 
 

Fair value movements on conversion features of convertible bonds

    (84)  
     

 

 

Balance at end of period

    92   176 
     

 

 

Syndicated revolving credit facility (A$600 million)

      
 

On December 22, 2011, AngloGold Ashanti Australia Limited entered into a four year revolving credit facility of A$600 million with a syndication of banks. Interest is charged at BSSY plus 2 percent per annum. AngloGold Ashanti Limited together with AngloGold Ashanti Holdings plc has each guaranteed all payments and other obligations of AngloGold Ashanti Australia Limited under the facility. Amounts may be repaid and reborrowed under the facility during its four year term. No draw down was made during 2011 under the facility. A committment fee of 50 percent of the applicable margin is payable quarterly in arrears on the undrawn portion of the facility.

    

 

        

2012 

$

  

2011 

$

 

(4)

 

3.5 percent Convertible bonds

      
 

Senior unsecured fixed rate bonds

    686   656 
 

Add: Accrued interest

      
     

 

     689   659 
     

 

 

The issue of convertible bonds in the aggregate principal amount of $732.5 million at an interest rate of 3.5 percent was concluded on May 22, 2009. These bonds are convertible into ADSs at an initial conversion price of $47.6126. The conversion price is subject to standard weighted average anti-dilution protection. The convertible bonds were issued by AngloGold Ashanti Holdings Finance plc, a finance company wholly-owned by AngloGold Ashanti Limited. AngloGold Ashanti Limited has fully and unconditionally guaranteed the convertible bonds issued by AngloGold Ashanti Holdings Finance plc. There are no significant restrictions on the ability of AngloGold Ashanti Limited to obtain funds from its subsidiaries by dividend or loan.

    
 

The convertible bonds mature on May 22, 2014. However, at any time on or after June 12, 2012 the Company has the right, but not the obligation, to redeem all (but not part) of the convertible bonds at their principal amount together with accrued interest if the volume weighted average price of the ADSs that would be delivered by the Company on the conversion of a convertible bond of a principal amount of $100,000 exceeds $130,000 on each of at least 20 consecutive dealing days ending not earlier than five days prior to the date that the Company gives notice of the redemption.

    
 

Upon the occurrence of a change of control of the Company, each convertible bond holder will have the right to require the Company to redeem its convertible bonds at their principal amount plus accrued interest thereon. If the convertible bond holder elects to convert its convertible bonds in connection with such change of control, the Company will pay a “make whole” premium to such convertible bond holder in connection with such conversion. The conversion price is subject to adjustment on occurrence of certain events, as described in the terms and conditions of the bonds.

    
 

The Company is separately accounting for the conversion features of the convertible bonds at fair value as a derivative liability with subsequent changes in fair value recorded in earnings each period. The total fair value of the derivative liability on May 22, 2009 (date of issue) amounted to $142.2 million. The difference between the initial carrying value and the stated value of the convertible bonds is being accreted to interest expense using the effective interest method over the 5 year term of the bonds.

    
 

The associated derivative liability (which has been accounted for separately) is summarized as follows:

    
 

Convertible bond derivative liability

      
 

Balance at beginning of period

    92   176 
 

Fair value movements on conversion features of convertible bonds

    (83)  (84)
     

 

 

Balance at end of period

      92 
     

 

 

Subsequent to year-end, the Company entered into a syndicated bridge loan facility of $750 million, the proceeds of which may be applied towards the repayment of the $732.5 million 3.5 percent Convertible bonds, due May 2014. See Note 29.

    

(5)

 

Syndicated revolving credit facility (A$600 million)

      
 

Drawn down

    266   
     

 

 

On December 22, 2011, AngloGold Ashanti Australia Limited, a wholly-owned subsidiary of AngloGold Ashanti Limited, entered into a four-year revolving credit facility of A$600 million with a syndication of banks. AngloGold Ashanti Limited together with AngloGold Ashanti Holdings plc has each guaranteed all payments and other obligations of AngloGold Ashanti Australia Limited under the facility. Amounts may be repaid and reborrowed under the facility during its four-year term. A commitment fee of 50 percent of the applicable margin (i.e. 1 percent) is payable quarterly in arrears on the undrawn portion of the facility.

    

 

F - 4952


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

18.

LONG-TERM DEBT(continued)

 

(5) Capital leases         
 

 

Capital leases are for specific periods, with terms of renewal but no purchase options. Renewals are at the discretion of the entity that holds the lease.

         
 

Property, plant and equipment, allocated to Buildings and mine infrastructure, includes the following assets under capital leases:

         
 

 

     2011   2010
     Cost  

Accumulated

depreciation

   Cost  

Accumulated

depreciation

     $  $   $  $
 

 

 

Turbine Square Two (Proprietary) Limited

  39    18    37   
 

Caterpillar Financial Services Corporation

  16       15   
 

Mazuma Capital Corporation

          
 

CSI Latina Arrendamento Mercantil S.A.

          
 

Navachab Lewcor Mining Contract

  31         
   

 

   97    30    63   15 
   

 

 

 

Amortization charges relating to capital leases are included in Depreciation, depletion and amortization expense.

  

    
 

Future minimum lease payments under all the above capital leases together with the present value of minimum lease payments as of December 31, 2011 are:

       

Syndicated revolving credit facility ($1.0 billion)

On April 20, 2010, AngloGold Ashanti Holdings plc and AngloGold Ashanti USA Inc., each a wholly-owned subsidiary of AngloGold Ashanti Limited, as borrowers, and AngloGold Ashanti Limited entered into a $1.0 billion four-year revolving credit facility with a syndicate of lenders. AngloGold Ashanti Limited, AngloGold Ashanti Holdings plc and AngloGold Ashanti USA Inc. each guaranteed the obligations of the borrowers and other guarantors under the facility. Amounts may be repaid and reborrowed under the facility during its four-year term. During 2012, the Company drew down $200 million under the facility. This facility has been repaid and cancelled.

On July 20, 2012, AngloGold Ashanti Holdings plc and AngloGold Ashanti USA Inc., each a wholly owned subsidiary of AngloGold Ashanti Limited, as borrowers, and AngloGold Ashanti Limited entered into a $1.0 billion five-year unsecured revolving credit facility with a syndicate of lenders which replaced its existing $1.0 billion syndicated facility maturing in April 2014. AngloGold Ashanti Limited, AngloGold Ashanti Holdings plc and AngloGold Ashanti USA Inc. each guaranteed the obligations of the borrowers under the facility. Amounts may be repaid and reborrowed under the facility during its five-year term. Amounts outstanding under the facility bear interest at LIBOR plus a margin that varies depending on the credit rating of AngloGold Ashanti Limited. No draw down was made during 2012 under the facility. A commitment fee of 0.525 percent is payable quarterly in arrears on the undrawn portion of the facility.

 

 

         2011 
         $

 

2012

      20 

2013

      19 

2014

      19 

2015

      

2016

      

Thereafter

      35 
      

 

Total minimum lease payments

      105 

Less interest

      (29)
      

 

Present value of net minimum lease payments

      76 

Less current portion

      (14)
      

 

Long-term capital lease obligation

      62 
      

 

(6)

 

Capital leases

       
 

Capital leases are for specific periods, with terms of renewal but no purchase options. Renewals are at the discretion of the entity that holds the lease.

       
 

 

Property, plant and equipment, allocated to Buildings and mine infrastructure, includes the following assets under capital leases:

       
 

 

    2012  2011
    

Cost

$

  Accumulated
depreciation
$
  

Cost

$

  

Accumulated
depreciation

$

 

 

 

Turbine Square Two (Proprietary) Limited

 30    11   39   18 
 

Caterpillar Financial Services Corporation

 16      16   
 

Mazuma Capital Corporation

        
 

CSI Latina Arrendamento Mercantil S.A.

        
 

Navachab Lewcor Mining Contract

 30    10   31   
 

California First National Bank

 12        
  

 

  99    40   97   30 
  

 

 

 

Amortization charges relating to capital leases are included in Depreciation, depletion and amortization expense.

  

   
 

Future minimum lease payments under all the above capital leases together with the present value of minimum lease payments as of December 31, 2012 are:

      

 

         

2012 

$

 

2013

      20 

2014

      20 

2015

      11 

2016

      

2017

      

Thereafter

      31 
      

 

Total minimum lease payments

      96 

Less interest

      (23)
      

 

Present value of net minimum lease payments

      73 

Less current portion

      (15)
      

 

Long-term capital lease obligation

      58 
      

 

 

F - 5053


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

19.

PROVISION FOR ENVIRONMENTAL REHABILITATION

 

 

2011 

$

 

2010 

$

 

2012 

$

 

2011 

$

Accrued environmental rehabilitation costs

 653  530  758  653 
 

 

 

 

Long-term environmental obligations comprising decommissioning and restoration are based on the Company’s environmental management plans, in compliance with the current environmental and regulatory requirements.

    

While the ultimate amount of rehabilitation is uncertain, the Company has estimated that the total cost for mine rehabilitation and closure, on an undiscounted basis, will be $2,542 million which includes a total estimated liability of $57 million in respect of equity accounted joint ventures. AngloGold Ashanti USA has posted reclamation bonds with various federal and governmental agencies to cover environmental rehabilitation obligations. See Note 20.

  

While the ultimate amount of rehabilitation is uncertain, the Company has estimated that the total cost for mine rehabilitation and closure, on an undiscounted basis, will be $2,984 million (2011: $2,542 million) which includes a total estimated liability of $61 million (2011: $57 million) in respect of equity accounted joint ventures. Environmental and reclamation bonds of $184 million (2011: $131 million) have been posted with federal and governmental agencies to cover environmental rehabilitation obligations. See Note 20.

  

The Company intends to finance the ultimate rehabilitation costs from the monies invested with the rehabilitation trust fund, the environmental protection bond as well as the proceeds on sale of assets and gold from plant clean-up at the time of mine closure.

  

The Company intends to finance the ultimate rehabilitation costs from the monies invested with rehabilitation trust funds, the environmental protection bond as well as the proceeds on sale of assets and gold from plant clean-up at the time of mine closure.

  

 

F - 5154


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

20.

COMMITMENTS AND CONTINGENCIES

 

 

 
  

2011 

$

  

2010 

$

 

 

 

Capital expenditure commitments(1)

  

Contracts for capital expenditure

  202    176 

Authorized by the directors but not yet contracted for

  1,128    988 
 

 

 

 
              1,330                1,164 
 

 

 

 

Allocated for:

  

Project expenditure

  

- within one year

  832    433  

- thereafter

  46    107  
 

 

 

 
  878    540  
 

 

 

 

Stay in business expenditure

  

- within one year

  421    404  

- thereafter

  31    220  
 

 

 

 
  452    624  
 

 

 

 

 

(1) Including commitments through contractual arrangements by equity accounted joint ventures amounting to:

  14    12  
  

Other contractual purchase obligations(2)

  

- within one year

  334    398  

- thereafter

  129    140  
 

 

 

 
  463    538  
 

 

 

 

(2) Other purchase obligations represent contractual obligations for the purchase of mining contract services, power, supplies, consumables, inventories, explosives and activated carbon. Amounts exclude purchase obligations of equity accounted joint ventures.

  

Summary of contracted uranium sales as at December 31, 2011

The Company had the following uranium commitments:

 

 
 Year lbs (000)   
  Average
contracted 
price ($/lbs) 
 

 

 

 2012

  858    61.54    

 

 
  

2012 

$

  

2011 

$

 

 

 

Capital expenditure commitments(1)

  

Contracts for capital expenditure

  1,075    202 

Authorized by the directors but not yet contracted for

  2,242    1,128 
 

 

 

 
              3,317                1,330 
 

 

 

 

Allocated for:

  

Project expenditure

  

- within one year

  1,092    832  

- thereafter

  1,708    46  
 

 

 

 
  2,800    878  
 

 

 

 

Other capital expenditure

  

- within one year

  517    421  

- thereafter

     31  
 

 

 

 
  517    452  
 

 

 

 

(1) Including commitments through contractual arrangements by equity accounted joint ventures amounting to:

  749    14  
  

Other contractual purchase obligations(2)

  

- within one year

  643    334  

- thereafter

  102    129  
 

 

 

 
  745    463  
 

 

 

 

(2) Other purchase obligations represent contractual obligations for the purchase of mining contract services, power, supplies, consumables, inventories, explosives and activated carbon. Amounts exclude purchase obligations of equity accounted joint ventures.

  

 

F - 5255


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

20.

COMMITMENTSCOMMITMENTS AND CONTINGENCIES(continued)

 

Contingencies and guarantees are summarized as follows for disclosure purposes. Amounts represent possible losses for loss contingencies, where an estimate can be made, and quantification of guarantees:

 

 

  

2011 

$

 

2010 

$

 

Contingent liabilities

  

Groundwater pollution (1)

  

Deep groundwater pollution - South Africa (2)

  

Sales tax on gold deliveries - Brazil (3)

 88  89 

Other tax disputes - Brazil (4)

 38  34 

Indirect taxes - Ghana (5)

 12  11 

Tax disputes - Tanzania (6)

  

Occupational Diseases in Mines and Works Act (“ODMWA”) litigation (7)

  

Contingent assets

  

Royalty - Boddington Gold Mine (8)

  

Royalty - Tau Lekoa Gold Mine (9)

  

Financial guarantees

  

Oro Group surety (10)

 12  15 

AngloGold Ashanti USA reclamation bonds (11)

 101  88 

AngloGold Ashanti Australia environmental bonds (12)

 30  28 

AngloGold Ashanti environmental guarantees (13)

 166  193 

Guarantee provided for syndicated revolving credit facility (14)

  50 

Guarantee provided for rated bonds (15)

 1,012  1,012 

Guarantee provided for convertible bonds (16)

 736  736 

Guarantee provided for mandatory convertible bonds (17)

 791  791 

Guarantee provided for A$ syndicated revolving credit facility (18)

  

Hedging guarantees

  

Gold delivery guarantees (19)

  

Ashanti Treasury Services Limited (“ATS”) hedging guarantees (20)

  

Geita Management Company Limited (“GMC”) hedging guarantees (21)

  
 

 

             2,986              3,047 
 

 

The Company assesses the credit quality of counterparts at least on a quarterly basis. As of December 31, 2011, the probability of non-performance is considered

  

 

  

2012 

$

 

2011 

$

 

Contingent liabilities

  

Groundwater pollution (1)

  

Deep groundwater pollution(2)

  

Sales tax on gold deliveries - Mineração Serra Grande S.A. (3)

 156  88 

Other tax disputes - Mineração Serra Grande S.A. (4)

 19  

Other tax disputes - AngloGold Ashanti Brasil Mineração Ltda (5)

 38  29 

Indirect taxes - Ghana (6)

 23  12 

Occupational Diseases in Mines and Works Act (“ODMWA”) litigation (7)

  

Tax dispute - AngloGold Ashanti Colombia S.A (8)

 161  

Contingent assets

  

Indemnity - Kinross Gold Corporation (9)

 (90) 

Royalty - Boddington Gold Mine (10)

  

Royalty - Tau Lekoa Gold Mine (11)

  

Financial guarantees

  

Oro Group surety (12)

 12  12 

AngloGold Ashanti USA reclamation bonds (13)

 132  101 

AngloGold Ashanti Australia environmental bonds (14)

 52  30 

AngloGold Ashanti environmental guarantees (15)

 162  166 

AngloGold Ashanti Iduapriem environmental guarantees (16)

 32  

AngloGold Ashanti Kilo Sarl environmental guarantees (17)

 10  

Guarantee provided for syndicated revolving credit facility (18)

  

Guarantee provided for rated bonds - issued April 2010 (19)

 1,011  1,012 

Guarantee provided for rated bonds - issued July 2012 (20)

 766  

Guarantee provided for convertible bonds (21)

 736  736 

Guarantee provided for mandatory convertible bonds (22)

 791  791 

Guarantee provided for A$ syndicated revolving credit facility (23)

 266  

Performance guarantees

  

Gold delivery - Mine Waste Solutions (24)

  

Hedging guarantees

  

Gold delivery guarantees (25)

  
 

 

 4,277  2,986 
 

 

 

 (1) 

Ground water pollution

 

The Company has identified groundwater contamination plumes at certain of its operations, which have occurred primarily as a result of seepage from mine residue stockpiles.seepage. Numerous scientific, technical and legal studies have been undertaken to assist in determining the magnitudeextent of the contamination and to find sustainable remediation solutions. The Company has instituted processes to reduce future potential seepage and it has been demonstrated that Monitored Natural Attenuation (“MNA”) by the existing environment will contribute to improvementimprovements in some instances. Furthermore, literature reviews, field trials and base line modeling techniques suggest, but arehave not yet proven, that the use of phyto-technologies can address the soil and groundwater contamination. Subject to the completion of trials and the technology being a proven remediation technique, no reasonable estimate can be made for the obligation.

  

F - 53


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

20.

COMMITMENTS AND CONTINGENCIES(continued)

 

 

     

            2011 

$

  

            2010 

$

 

 

(2)

 

Deep ground water pollution - South Africa

    
 

The Company has identified a flooding and future pollution risk posed by deep groundwater in the Klerksdorp and Far West Rand gold fields. Various studies have been undertaken by AngloGold Ashanti since 1999. Due to the interconnected nature of mining operations, any proposed solution needs to be a combined one supported by all the mines located in these gold fields. As a result, the Department of Mineral Resources and affected mining companies are involved in the development of a “Regional Mine Closure Strategy”. In view of the limitation of current information for the estimation of a liability, no reasonable estimate can be made for the obligation.

    

(3)

 

Sales tax on gold deliveries - Brazil

    
 

In 2006, Mineração Serra Grande S.A. (“MSG”) received two tax assessments from the State of Goiás related to payments of state sales taxes at the rate of 12 percent on gold deliveries for export from one Brazilian state to another during the period from February 2004 to the end of May 2006. AngloGold Ashanti Córrego do Sitío Mineração S.A. manages the operation. In November 2006, the administrative council’s second chamber ruled in favor of MSG and fully cancelled the tax liability related to the first period. In July 2011, the administrative council’s second chamber ruled in favor of MSG and fully cancelled the tax liability related to the second period. The State of Goiás has appealed to the full board of the State of Goiás tax administrative council. In November 2011, the administrative council’s second chamber approved the suspension of proceedings and the remittance of the matter to the Department of Supervision of Foreign Trade (“Comex”) for review and verification. The Company believes both assessments are in violation of federal legislation on sales taxes.

    
 

The Company’s attributable share of the assessments are as follows:

    
 

First assessment

                  54                  55
 

Second assessment

  34  34
   

 

   88  89

(4)

 

Other tax disputes - Brazil

    
 

MSG received a tax assessment in October 2003 from the State of Minas Gerais related to sales taxes on gold. The tax administrators rejected the Company’s appeal against the assessment. The Company is now appealing the dismissal of the case. The Company’s attributable share of the assessment is approximately:

  9  10
 

In addition, in November 2007, the Departamento Nacional de Produçâo Mineral (“DNPM”), a Brazilian federal mining authority, issued a tax assessment against AngloGold Ashanti Brazil Mineração (“AABM”) relating to the calculation and payment by AABM of the financial contribution on mining exploitation (“CFEM”) in the period from 1991 to 2006. The amount involved is approximately:

  21  3
 

 

Subsidiaries of the Company in Brazil are involved in various other disputes with tax authorities. These disputes involve federal tax assessments including income tax, royalties, social contributions and annual property tax. The amount involved is approximately:

  8  21
   

 

                   38                  34

(5)

 

Indirect taxes - Ghana

    
 

 

AngloGold Ashanti (Ghana) Limited received a tax assessment during September 2009 in respect of the 2006, 2007 and 2008 tax years following an audit by the tax authorities related to indirect taxes on various items. Management is of the opinion that the indirect taxes are not payable and the Company has lodged an objection.

    
 

 

The assessment is approximately:

                  12                  11

F - 54


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

20.

COMMITMENTS AND CONTINGENCIES(continued)

 

     

            2011 

$

  

            2010 

$

 

 

  (6)

 

 

Tax disputes - Tanzania

    
 

Geita Gold Mine Limited (“GGML”) and Samax Resources Limited (Tanzania Branch) received a letter from the Tanzania Revenue Authority (“TRA”) dated March 15, 2012.

    
 

 

The TRA advised that it intends to issue assessments or demands in relation to a number of tax matters. The Company intends to defend the assessments and demands. As no assessments or demands have been received to date, no reasonable estimate can be made for the obligation.

    
  (7) 

ODMWA litigation

    
 

 

The case of Mr Thembekile Mankayi was heard in the High Court of South Africa in June 2008, and an appeal heard in the Supreme Court of Appeal in 2010. In both instances judgment was awarded in favor of AngloGold Ashanti Limited on basis that an employer is indemnified against such a claim for damages by virtue of the provisions of section 35 of the Compensation for Occupational Injuries and Diseases Act, 1993 (“COIDA”). A further appeal that was lodged by Mr Mankayi was heard in the Constitutional Court in 2010. Judgment in the Constitutional Court was handed down on March 3, 2011. The Constitutional Court held that section 35 of COIDA does not indemnify the employer against such claims.

    
 

 

Mr Mankayi passed away subsequent to the hearing in the Supreme Court of Appeal. Following the Constitutional Court judgment, Mr Mankayi’s executor may proceed with his case in the High Court. This will comprise, amongst others, providing evidence showing that Mr Mankayi contracted silicosis as a result of negligent conduct on the part of AngloGold Ashanti Limited.

    
 

 

The Company will defend the case and any subsequent claims on their merits. Should other individuals or groups lodge similar claims, these too will be defended by the Company and adjudicated by the Courts on their merits. In view of the limitation of current information for the estimation of a possible liability, no reasonable estimate can be made of this possible obligation.

    
  (8) 

Royalty - Boddington Gold Mine

    
 

 

As a result of the sale of the interest in the Boddington Gold Mine during 2009, the Company is entitled to receive a royalty on any gold recovered or produced by the Boddington Gold Mine, where the gold price is in excess of Boddington Gold Mine’s cash costs plus $600 per ounce. The royalty is payable in each quarter from and after the second quarter in 2010, within forty five days of reporting period close and is capped at a total of $100 million.

    
 

Details of the royalty are as follows:

    
 

Total royalties received and receivable to date

  42  4
  (9) 

Royalty - Tau Lekoa Gold Mine

    
 

As a result of the sale of the Tau Lekoa Gold Mine during 2010, the Company is entitled to receive a royalty on the production of a total of 1.5 million ounces by the Tau Lekoa Gold Mine and in the event that the average monthly rand price of gold exceeds R180,000 per kilogram (subject to an inflation adjustment). Where the average monthly rand price of gold does not exceed R180,000 per kilogram (subject to an inflation adjustment), the ounces produced in that quarter do not count towards the total 1.5 million ounces upon which the royalty is payable. The royalty will be determined at 3 percent of the net revenue (being gross revenue less state royalties) generated by the Tau Lekoa assets. Royalties on 219,005 ounces produced have been received to date.

    
 

Royalties received in cash during the year ended December 31

  5  3
  (10) 

Oro Group surety

  12  15
 

The Company has provided surety in favor of a lender on a gold loan facility with its associate Oro Group (Proprietary) Limited and one of its subsidiaries. The Company has a total maximum liability, in terms of the suretyships, of R100 million. The probability of the non-performance under the suretyships is considered minimal.

    

F - 55


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

20.

COMMITMENTS AND CONTINGENCIES(continued)

 

 

   

2011 

$

  

2010 

$

 

 

 

(11)

 

 

AngloGold Ashanti USA reclamation bonds

              101              88
 

Pursuant to US environmental and mining requirements, gold mining companies are obligated to close their operations and rehabilitate the lands that they mine in accordance with these requirements. AngloGold Ashanti USA has posted reclamation bonds with various federal and state governmental agencies to cover potential rehabilitation obligations. The Company has provided a guarantee for these obligations which would be payable in the event of AngloGold Ashanti USA not being able to meet its rehabilitation obligations. The obligations will expire upon completion of such rehabilitation and release of such areas by the applicable federal and/or state agency. AngloGold Ashanti is not indemnified by third parties for any of the amounts that may be paid by AngloGold Ashanti under its guarantee.

    

(12)

 

AngloGold Ashanti Australia environmental bonds

  30  28
 

Pursuant to Australia environmental and mining requirements, gold mining companies are obligated to close their operations and rehabilitate the lands that they mine in accordance with these requirements. AngloGold Ashanti Australia has posted bonds with state governmental agencies to cover potential rehabilitation obligations. The Company has provided a guarantee for these obligations which would be payable in the event of AngloGold Ashanti Australia not being able to meet its rehabilitation obligations. The obligations will expire upon completion of such rehabilitation and release of such areas by the applicable state agency. AngloGold Ashanti is not indemnified by third parties for any of the amounts that may be paid by AngloGold Ashanti under its guarantee.

    

(13)

 

AngloGold Ashanti environmental guarantees

  166  193
 

Pursuant to South African mining laws, mining companies are obligated to close their operations and rehabilitate the lands that they mine in accordance with these laws. In order to cover against premature closure costs, the Company has secured bank guarantees to cover potential rehabilitation obligations of certain mines in South Africa. The Company has provided a guarantee for these obligations which would be payable in the event of the South African mines not being able to meet such rehabilitation obligations. The obligations will expire upon compliance with all provisions of the environment management program in terms of South African mining laws. AngloGold Ashanti is not indemnified by third parties for any of the amounts that may be paid by AngloGold Ashanti under its guarantee.

    

(14)

 

Guarantee provided for syndicated revolving credit facility

    
 

AngloGold Ashanti Limited, AngloGold Ashanti Holdings plc and AngloGold Ashanti USA Incorporated, as guarantors, have each guaranteed all payments and other obligations of the borrowers and the other guarantors under the $1.0 billion four year revolving credit facility.

    
 

The total amount outstanding under this facility as at December 31 amounted to:

  -  50

(15)

 

Guarantee provided for rated bonds

  1,012  1,012
 

AngloGold Ashanti Limited has fully and unconditionally guaranteed all payments and other obligations of AngloGold Ashanti Holdings plc regarding the issued $700 million 5.375 percent rated bonds due 2020 and the issued $300 million 6.5 percent rated bonds due 2040.

    

(16)

 

Guarantee provided for convertible bonds

  736  736
 

AngloGold Ashanti Limited has fully and unconditionally guaranteed all payments and other obligations of AngloGold Ashanti Holdings Finance plc regarding the issued $732.5 million 3.5 percent convertible bonds due 2014.

    

(17)

 

Guarantee provided for mandatory convertible bonds

  791  791
 

AngloGold Ashanti Limited has fully and unconditionally guaranteed all payments and other obligations of AngloGold Ashanti Holdings Finance plc regarding the issued $789 million 6 percent mandatory convertible bonds due 2013.

    

 

F - 56


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

20.

COMMITMENTS AND CONTINGENCIES(continued)

 

 

 

     

2011 

$

  

2010 

$

 

 

 

(18)

 

 

Guarantee provided for A$ syndicated revolving credit facility

    
 

AngloGold Ashanti Limited together with AngloGold Ashanti Holdings plc, as guarantors, has each guaranteed all payments and other obligations of AngloGold Ashanti Australia Limited under the A$600 million four year revolving credit facility entered into during December 2011.

    
 

The total amount outstanding under this facility as at December 31 amounted to:

  -  -
(19) 

Gold delivery guarantees

  -  -
 

The Company has issued gold delivery guarantees to several counterpart banks pursuant to which it guarantees the due performance of its subsidiaries AngloGold (USA) Trading Company, AngloGold South America Limited and Cerro Vanguardia S.A. under their respective gold hedging agreements. At December 31, 2011 and 2010 the Company had no open gold hedge contracts.

    
(20) 

ATS hedging guarantees

  -  -
 

The Company together with its wholly-owned subsidiary AngloGold Ashanti Holdings plc has provided guarantees to several counterpart banks for the hedging commitments of its wholly-owned subsidiary ATS. The maximum potential amount of future payments is all moneys due, owing or incurred by ATS under or pursuant to the hedging agreements. At December 31, 2011 and 2010 the Company had no open gold hedge contracts.

    
(21) 

GMC hedging guarantees

  -  -
 

The Company and its wholly-owned subsidiary AngloGold Ashanti Holdings plc have issued hedging guarantees to several counterpart banks in which they have guaranteed the due performance by GMC of its obligations under or pursuant to the hedging agreements entered into by GMC, and to the payment of all money owing or incurred by GMC as and when due. The maximum potential amount of future payments is all moneys due, owing or incurred by GMC under or pursuant to the hedging agreements. At December 31, 2011 and 2010 the Company had no open gold hedge contracts.

    
 

Vulnerability from concentrations

    
 

The majority of AngloGold Ashanti’s 61,242 employees (2010: 62,046, 2009: 63,364) are subject to collective bargaining agreements. In South Africa agreements are established in negotiations between the Chamber of Mines, the body that represents the gold mining industry in South Africa, and representative groups of labor. The agreements have a two-year validity period. The most recent settlement negotiation was completed in August 2011, when the parties reached an agreement covering the period from July 1, 2011 to June 30, 2013.

    

 

 

 
     

2012 

$

  

            2011 

$

  
 

 

 

 

(2)

 

 

Deep ground water pollution

     
 

The Company has identified a flooding and future pollution risk posed by deep groundwater in certain underground mines in Africa. Various studies have been undertaken by AngloGold Ashanti Limited since 1999. Due to the interconnected nature of mining operations, any proposed solution needs to be a combined one supported by all the mines located in these gold fields. As a result, in South Africa, the Department of Mineral Resources and affected mining companies are involved in the development of a “Regional Mine Closure Strategy”. In view of the limitation of current information for the estimation of a liability, no reasonable estimate can be made for the obligation.

     

(3)

 

Sales tax on gold deliveries - Mineração Serra Grande S.A.

     
 

In 2006, Mineração Serra Grande S.A. (“MSG”) received two tax assessments from the State of Goiás related to payments of state sales taxes at the rate of 12 percent on gold deliveries for export from one Brazilian state to another during the period from February 2004 to the end of May 2006. In November 2006, the administrative council’s second chamber ruled in favor of MSG and fully cancelled the tax liability related to the first period. In July 2011, the administrative council’s second chamber ruled in favor of MSG and fully cancelled the tax liability related to the second period. The State of Goiás has appealed to the full board of the State of Goiás tax administrative council. In November 2011 (first case) and June 2012 (second case), the administrative council’s full board approved the suspension of proceedings and the remittance of the matter to the Department of Supervision of Foreign Trade (“COMEX”) for review and verification. Both cases have been remitted to the COMEX and are under review. The Company believes both assessments are in violation of federal legislation on sales taxes. A final hearing before the COMEX has been scheduled for May 28, 2013.

     
 

The first and second assessments are as follows:

     
 

First assessment

  96  54 (a)
 

Second assessment

  60  34 (a)
   

 

 
   156  88  
 

(a)  Represents the attributable share in 2011 only.

     

(4)

 

Other tax disputes - Mineração Serra Grande S.A.

     
 

MSG received a tax assessment in October 2003 from the State of Minas Gerais related to sales taxes on gold. The tax administrators rejected the Company’s appeal against the assessment. The Company is now appealing the dismissal of the case. The assessment is approximately:

  19  (a) 
 

(a)  Represents the attributable share in 2011 only.

     

(5)

 

Other tax disputes - AngloGold Ashanti Brasil Mineração Ltda

     
 

In November 2007, the Departamento Nacional de Produçâo Mineral (“DNPM”), a Brazilian federal mining authority, issued a tax assessment against AngloGold Ashanti Brazil Mineração (“AABM”) relating to the calculation and payment by AABM of the financial contribution on mining exploitation (“CFEM”) in the period from 1991 to 2006. The amount involved is approximately:

  21  21 
 

Subsidiaries of the Company in Brazil are involved in various other disputes with tax authorities. These disputes involve federal tax assessments including income tax, royalties, social contributions and annual property tax. The amount involved is approximately:

  17  8 
   

 

 
   38  29 
 

Management is of the opinion that these taxes are not payable.

     

(6)

 

Indirect taxes - Ghana

     
 

AngloGold Ashanti (Ghana) Limited received a tax assessment for the 2006 to 2008 and for the 2009 to 2011 tax years following audits by the tax authorities which related to various indirect taxes. Management is of the opinion that the indirect taxes were not properly assessed and the Company has lodged an objection.

     
 

The assessment is approximately:

  23  12 

 

F - 57


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

20.

COMMITMENTS AND CONTINGENCIES(continued)

 

 

     

2012 

$

  

2011 

$

 

 

 

(7)

 

 

ODMWA litigation

    
 

 

On March 3, 2011, in Mankayi vs. AngloGold Ashanti, the Constitutional Court of South Africa held that section 35(1) of the Compensation for Occupational Injuries and Diseases Act, 1993 does not cover an “employee” who qualifies for compensation in respect of “compensable diseases” under the ODMWA. This judgment allows such qualifying employee to pursue a civil claim for damages against the employer. Following the Constitutional Court decision, AngloGold Ashanti has become subject to numerous claims relating to silicosis and other Occupational Lung Diseases (“OLD”), including several potential class actions and individual claims.

    
 

 

For example, on or about August 21, 2012, AngloGold Ashanti was served with an application instituted by Bangumzi Bennet Balakazi and others in which the applicants seek an order declaring that all mine workers (former or current) who previously worked or continue to work in specified South African gold mines for the period owned by AngloGold Ashanti and who have silicosis or other OLD constitute members of a class for the purpose of proceedings for declaratory relief and claims for damages. In the event the class is certified, such class of workers would be permitted to institute actions by way of a summons against AngloGold Ashanti for amounts as yet unspecified. On September 4, 2012, AngloGold Ashanti delivered its notice of intention to defend this application. AngloGold Ashanti has also delivered a formal request for additional information that it requires to prepare its affidavits in respect to the allegations and the request for certification of a class.

    
 

 

In addition, on or about January 8, 2013, AngloGold Ashanti and its subsidiary Free State Consolidated Gold Mines (Operations) Limited, alongside other mining companies operating in South Africa, were served with another application to certify a class. The applicants in the case seek to have the court certify two classes namely: (i) current and former mineworkers who have silicosis (whether or not accompanied by any other disease) and who work or have worked on certain specified gold mines at any time from January 1, 1965 to date; and (ii) the dependants of mineworkers who died as a result of silicosis (whether or not accompanied by any other disease) and who worked on these gold mines at any time after January 1, 1965. AngloGold Ashanti has filed a notice of intention to oppose the application.

    
 

 

In October 2012, a further 31 individual summonses and particulars of claim have been received relating to silicosis and/or other OLD. The total amount being claimed in the 31 summonses is approximately $9 million. On October 22, 2012, AngloGold Ashanti filed a notice of intention to oppose these claims. AngloGold Ashanti has also served a notice of exception to the summonses which, if successful, is expected to require the plaintiffs to redraft the particulars of claim to correct certain errors.

    
 

 

It is possible that additional class actions and/or individual claims relating to silicosis and/or other OLD will be filed against AngloGold Ashanti in the future. AngloGold Ashanti will defend all current and subsequently filed claims on their merits. Should AngloGold Ashanti be unsuccessful in defending any such claims, or in otherwise favorably resolving perceived deficiencies in the national occupational disease compensation framework that were identified in the earlier decision by the Constitutional Court, such matters would have an adverse effect on its financial position, which could be material. The Company is unable to reasonably estimate its share of the amounts claimed.

    

(8)

 

Tax dispute - AngloGold Ashanti Colombia S.A.

    
 

AngloGold Ashanti Colombia S.A. (“AGAC”) received notice from the Colombian Tax Office (“DIAN”) that it disagreed with the Company’s tax treatment of certain items in the 2010 and 2011 income tax returns. The Company believes that it has applied the tax legislation correctly. The Company is considering defending AGAC’s position.

    
 

Details of the disputes are as follows:

    
 

Estimated additional tax payable if tax returns are amended

  26   
 

Expected penalties and interest on the above (based on Colombian tax law)

  135   
   

 

   161   

F - 58


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

20.

COMMITMENTS AND CONTINGENCIES(continued)

 

 

     

2012 

$

  

2011 

$

 

 

 

(9)

 

 

Indemnity - Kinross Gold Corporation

  (90)  -
 

As part of the acquisition by AngloGold Ashanti Limited of the remaining 50 percent interest in MSG during June 2012, Kinross Gold Corporation has provided an indemnity to a maximum amount of BRL255 million ($125 million at December 31, 2012 exchange rates) against the specific exposures discussed in items 3 and 4 above.

    

(10)

 

Royalty - Boddington Gold Mine

    
 

As a result of the sale of the interest in the Boddington Gold Mine during 2009, the Company is entitled to receive a royalty on any gold recovered or produced by the Boddington Gold Mine, where the gold price is in excess of Boddington Gold Mine’s cash costs plus $600 per ounce. The royalty is payable in each quarter from and after the second quarter in 2010, within forty five days of reporting period close and is capped at a total of $100 million.

    
 

Details of the royalty are as follows:

    
 

Total royalties recorded to date

  60   42

(11)

 

Royalty - Tau Lekoa Gold Mine

    
 

As a result of the sale of the Tau Lekoa Gold Mine during 2010, the Company is entitled to receive a royalty on the production of a total of 1.5 million ounces by the Tau Lekoa Gold Mine and in the event that the average monthly rand price of gold exceeds R180,000 per kilogram (subject to an inflation adjustment). Where the average monthly rand price of gold does not exceed R180,000 per kilogram (subject to an inflation adjustment), the ounces produced in that quarter do not count towards the total 1.5 million ounces upon which the royalty is payable. The royalty will be determined at 3 percent of the net revenue (being gross revenue less state royalties) generated by the Tau Lekoa assets. Royalties on 304,643 ounces produced have been received to date.

    
 

Royalties received during the year ended December 31

    5

(12)

 

Oro Group surety

  12   12
 

The Company has provided surety in favor of a lender on a gold loan facility with its associate Oro Group (Proprietary) Limited and one of its subsidiaries. The Company has a total maximum liability, in terms of the suretyships, of R100 million. The probability of the non-performance under the suretyships is considered minimal. The suretyship agreements have a termination notice period of 90 days.

    

(13)

 

AngloGold Ashanti USA reclamation bonds

  132   101
 

Pursuant to US environmental and mining requirements, gold mining companies are obligated to close their operations and rehabilitate the lands that they mine in accordance with these requirements. AngloGold Ashanti USA has posted reclamation bonds with various federal and state governmental agencies to cover potential rehabilitation obligations. The Company has provided a guarantee for these obligations which would be payable in the event of AngloGold Ashanti USA not being able to meet its rehabilitation obligations. The obligations will expire upon completion of such rehabilitation and release of such areas by the applicable federal and/or state agency. AngloGold Ashanti is not indemnified by third parties for any of the amounts that may be paid by AngloGold Ashanti under its guarantee.

    

F - 59


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

20.

COMMITMENTS AND CONTINGENCIES(continued)

  

 

      

2012 

$

  

2011 

$

  

 

 

(14)

  

 

AngloGold Ashanti Australia environmental bonds

  52   30
  

Pursuant to Australia environmental and mining requirements, gold mining companies are obligated to close their operations and rehabilitate the lands that they mine in accordance with these requirements. AngloGold Ashanti Australia has posted bonds with state governmental agencies to cover potential rehabilitation obligations. The Company has provided a guarantee for these obligations which would be payable in the event of AngloGold Ashanti Australia not being able to meet its rehabilitation obligations. The obligations will expire upon completion of such rehabilitation and release of such areas by the applicable state agency. AngloGold Ashanti is not indemnified by third parties for any of the amounts that may be paid by AngloGold Ashanti under its guarantee.

    

(15)

  

AngloGold Ashanti environmental guarantees

  162   166
  

Pursuant to South African mining laws, mining companies are obligated to close their operations and rehabilitate the lands that they mine in accordance with these laws. In order to cover against premature closure costs, the Company has secured bank guarantees to cover potential rehabilitation obligations of certain mines in South Africa. The Company has provided a guarantee for these obligations which would be payable in the event of the South African mines not being able to meet such rehabilitation obligations. The obligations will expire upon compliance with all provisions of the environment management program in terms of South African mining laws. AngloGold Ashanti is not indemnified by third parties for any of the amounts that may be paid by AngloGold Ashanti under its guarantee.

    

(16)

  

AngloGold Ashanti Iduapriem environmental guarantees

  32   -
  

Pursuant to Ghanaian mining laws, mining companies are obligated to close their operations and rehabilitate the lands that they mine in accordance with these laws. In order to cover against premature closure costs, AngloGold Ashanti Iduapriem Limited has secured bank guarantees to cover potential rehabilitation obligations for the Iduapriem mine. The obligations will expire upon compliance with all provisions of the environment management program in terms of Ghanaian mining laws. AngloGold Ashanti Iduapriem is not indemnified by third parties for any of the amounts that may be paid by AngloGold Ashanti Iduapriem under its guarantee.

    

(17)

  

Ashanti Goldfields Kilo Sarl environmental guarantees

  10   -
  

Pursuant to the Democratic Republic of Congo (“DRC”) mining laws, mining companies are obligated to close their operations and rehabilitate the lands that they mine in accordance with these laws. In order to cover against premature closure costs, Ashanti Goldfields Kilo Sarl has secured bank guarantees to cover potential rehabilitation obligations for the Mongbwalu project. The obligations will expire upon compliance with all provisions of the environment management program in terms of the DRC mining laws. Ashanti Goldfields Kilo Sarl is not indemnified by third parties for any of the amounts that may be paid by Ashanti Goldfields Kilo Sarl under its guarantee.

    

(18)

  

Guarantee provided for syndicated revolving credit facility

    
  

AngloGold Ashanti Limited, AngloGold Ashanti Holdings plc and AngloGold Ashanti USA Incorporated, as guarantors, each guaranteed all payments and other obligations of the borrowers and the other guarantors under the $1.0 billion four-year revolving credit facility. This facility was repaid and cancelled during 2012.

    
  

AngloGold Ashanti Limited, AngloGold Ashanti Holdings plc and AngloGold Ashanti USA Inc., as guarantors, each guaranteed all payments and other obligations of the borrowers and the other guarantors under the $1.0 billion five-year revolving credit facility entered into during July 2012.

    
  

The total amount outstanding under these facilities as at December 31 were:

  -  -

F - 60


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

20.

COMMITMENTS AND CONTINGENCIES(continued)

 

 

     

2012 

$

  

2011 

$

 

 

 

(19)

 

 

Guarantee provided for rated bonds - issued April 2010

  1,011  1,012
 

AngloGold Ashanti Limited has fully and unconditionally guaranteed all payments and other obligations of AngloGold Ashanti Holdings plc regarding the issued $700 million 5.375 percent rated bonds due 2020 and the issued $300 million 6.5 percent rated bonds due 2040.

    

(20)

 

Guarantee provided for rated bonds - issued July 2012

  766  -
 

AngloGold Ashanti Limited has fully and unconditionally guaranteed all payments and other obligations of AngloGold Ashanti Holdings plc regarding the issued $750 million 5.125 percent rated bonds due 2022.

    

(21)

 

Guarantee provided for convertible bonds

  736  736
 

AngloGold Ashanti Limited has fully and unconditionally guaranteed all payments and other obligations of AngloGold Ashanti Holdings Finance plc regarding the issued $732.5 million 3.5 percent convertible bonds due 2014.

    

(22)

 

Guarantee provided for mandatory convertible bonds

  791  791
 

AngloGold Ashanti Limited has fully and unconditionally guaranteed all payments and other obligations of AngloGold Ashanti Holdings Finance plc regarding the issued $789 million 6 percent mandatory convertible bonds due 2013.

    

(23)

 

Guarantee provided for A$ syndicated revolving credit facility

    
 

AngloGold Ashanti Limited together with AngloGold Ashanti Holdings plc, as guarantors, has each guaranteed all payments and other obligations of AngloGold Ashanti Australia Limited under the A$600 million four-year revolving credit facility entered into during December 2011.

    
 

The total amount outstanding under this facility as at December 31 amounted to:

  266  -

(24)

 

Gold delivery - Mine Waste Solutions

  -  -
 

As part of the acquisition by AngloGold Ashanti of First Uranium (Pty) Limited, the owner of Mine Waste Solutions, AngloGold Ashanti agreed to guarantee the observance and performance of existing delivery obligations of a wholly-owned subsidiary of Mine Waste Solutions to sell to an existing customer at a pre-agreed price, 25 percent of the gold produced at a gold recovery plant located in northwest South Africa, subject to a cap of 312,500 ounces over the life of the contract. As at December 31, 2012, 292,672 ounces remain to be delivered against the guarantee over the life of the contract.

    

(25)

 

Gold delivery guarantees

  -  -
 

The Company has issued gold delivery guarantees to several counterpart banks pursuant to which it guarantees the due performance of its subsidiaries AngloGold (USA) Trading Company, AngloGold South America Limited and Cerro Vanguardia S.A. under their respective gold hedging agreements. At December 31, 2012 and 2011 the Company had no open gold hedge contracts.

    

F - 61


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

20.

COMMITMENTS AND CONTINGENCIES(continued)

 

 

     

2012 

$

  

2011 

$

 

 

 

Vulnerability from concentrations

    
 

The majority of AngloGold Ashanti’s 65,822 employees (2011: 61,242, 2010: 62,046) are subject to collective bargaining agreements. In South Africa agreements are established in negotiations between the Chamber of Mines, the body that represents the gold mining industry in South Africa, and representative groups of labor. The agreements have a two-year validity period. The most recent settlement negotiation was completed in August 2011, when the parties reached an agreement covering the period from July 1, 2011 to June 30, 2013.

    
 

There is a concentration of risk in respect of recoverable value added tax, fuel duties and appeal deposits from the Tanzanian government. The outstanding amounts have been discounted to their present value at a rate of 7.82 percent.

    
 

The recoverable value added tax, fuel duties and appeal deposits are summarized as follows:

    
 

Recoverable value added tax

  16  
 

Recoverable fuel duties (1)

  35  
 

Appeal deposits

  4  
 

 

(1)  Fuel duty claims are required to be submitted after consumption of the related fuel and are subject to authorization by the Customs and Excise authorities.

    

F - 62


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

21.

STOCKHOLDERS’ EQUITY

On May 15, 2009, shareholders approved the increase in theThe authorized common stock from 400,000,000 shares of common stock tothe Company is 600,000,000 shares of common stock of 25 ZAR cents each.

 

  No of shares 

At the annual general meeting of shareholders held on May 11, 2011,10, 2012, shareholders approved, as a general authority, authorization to the board of directors to allot and issue, in their discretion, and for such purpose and on such terms as they may in their discretion determine, up to a maximum of 5 percent of the total number of common stock of 25 ZAR cents each in the issued share capital of the Company from time to time. Shareholders will be asked to renew this authority at the forthcoming annual general meeting to be held on May 10, 2012.13, 2013. At December 31, 2011,2012, the number of shares of common stock placed under the control of the directors, amounted to:

  19,112,11719,166,048 

The Company’s redeemable preference shares, held within the group, consist of the following:

 

 

A redeemable preference shares issued

  2,000,000 

 

B redeemable preference shares issued

  778,896 

 

A and B redeemable preference shares issued which are held by a wholly-owned subsidiary Eastvaal Gold Holdings Limited, may not be transferred and are redeemable from the realization of the assets relating to the Moab Lease area after cessation of mining operations in the area. The shares carry the right to receive dividends equivalent to the profits (net of royalty, ongoing capital expenditure and taxation) from operations in the area. No further A and B redeemable preference shares will be issued.

 

The issues of common stock and the cancellations of E shares of common stock resulted in the following year-on-year movements in share capital and premium:

 

 

 

 
       2011     2010     2009 
   $  

 Number of

 shares

  $  

 Number of

 shares

  $   Number of
 shares
 
 

 

 
 

 

Stock issued as part of equity offering completed on September 15, 2010

  -    -    773   18,140,000   -    -  
 

 

Stock issued on the exercise of options/awards granted in terms of the share incentive scheme

  33   889,593   26   823,411   25   1,131,916 
 

 

E shares cancelled and stock issued in accordance with the cancellation formula pertaining to the Employee Share Ownership Plan and Izingwe Holdings (1)

  20   99,747   12   -    3   1,181 
 

 

E Shares of common stock cancelled - Izingwe Holdings

  -    (70,000  -    (280,000  -    -  
 

 

Stock issued as part of equity offering, the funds of which were applied to initial 35 percent interest in the Kibali gold project

  -    -    -    -    280   7,624,162 
 

 

Stock transferred from the Employee Share Ownership Plan to exiting employees pursuant to the rules of the scheme

  7   156,958   10   230,921   7   189,787 
  

 

 

 
           60   1,076,298           821   18,914,332           315   8,947,046 
  

 

 

 
(1) 

E Shares of common stock cancelled - Employee Share Ownership Plan

   922,328    708,872    171,943 
 

 

 
       2012     2011     2010 
   $   Number of
shares
  $   Number of
shares
  $   Number of
shares
 
 

 

 
 

 

Stock issued as part of equity offering completed on September 15, 2010

  -   -   -   -   773   18,140,000  
 

 

Stock issued on the exercise of options/awards granted in terms of the share incentive scheme

  33   945,641   33   889,593   26   823,411  
 

 

E shares cancelled and stock issued in accordance with the cancellation formula pertaining to the Employee Share Ownership Plan and Izingwe Holdings (1)

  7   132,978   20   99,747   12    
 

 

E Shares of common stock cancelled - Izingwe Holdings

  -   (350,000  -   (70,000  -   (280,000)  
 

 

Stock transferred from the Employee Share Ownership Plan to exiting employees pursuant to the rules of the scheme

  7   172,149   7   156,958   10   230,921  
  

 

 

 
           47   900,768             60   1,076,298           821   18,914,332  
  

 

 

 

(1)

 

E Shares of common stock cancelled - Employee Share Ownership Plan

   615,210    922,328    708,872  

 

F - 5863


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

22.

FAIR VALUE MEASUREMENTS

The FASB ASC guidance establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

 

Level 1

 - 

Quoted prices in active markets for identical assets or liabilities.

Level 2

 - 

Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3

 - 

Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company utilizes the market approach to measure fair value. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

The following table sets out the Company’s financial assets and (liabilities) measured on a recurring basis at fair value, by level within the hierarchy as at December 31, 20112012 (in US Dollars, millions):

 

Items measured at fair value on a recurring basis

  

Description Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

Cash and cash equivalents

 1,112    1,112  892    892 

Marketable equity securities

 82    82 

Marketable and non-marketable equity securities

 69    71 

Mandatory convertible bonds

 (760)   (760) (588)   (588)

Embedded derivatives

  (1)  (1)  (1)  (1)

Option component of convertible bonds

  (92)  (92)  (9)  (9)

The Company’s cash equivalents are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The cash instruments that are valued based on quoted market prices in active markets are primarily money market securities. Due to the short maturity of cash, carrying amounts approximate fair values.

The Company’s marketable equity securities (see Note 15) are included in Other long-term assets in the Company’s consolidated balance sheet. They consist of investments in ordinary shares and collective investment schemes and are valued using quoted market prices in active markets and as such are classified within Level 1 of the fair value hierarchy. The fair value of the marketable equity securities is calculated as the quoted market price of the marketable equity security multiplied by the quantity of shares held by the Company.

The Company’s non-marketable equity securities (see Note 15) are included in Other long-term assets in the Company’s consolidated balance sheet. They consist of investments in ordinary shares and were valued using the issue price obtained in a private equity raising which was completed during December 2012.

The Company’s mandatory convertible bonds (see Note 18) are included in debt at fair value in the Company’s consolidated balance sheet. The bonds are valued using quoted market prices in an active market and as such are classified within Level 1 of the fair value hierarchy. The fair value of the bonds is calculated as the quoted market price of the bond multiplied by the quantity of bonds issued by the Company.

Embedded derivatives and the conversion features of convertible bonds are included as derivatives on the balance sheet. Such instruments are typically classified within Level 2 of the fair value hierarchy.

F - 64


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

22.

FAIR VALUE MEASUREMENTS(continued)

The following inputs were used in the valuation of the conversion features of convertible bonds as at December 31:

 

 

 
  20112012  

 

 

 

Market quoted bond price (percent)

 

111.50 

103.9 

Fair value of bond excluding conversion feature (percent)

  98.90102.6  

Fair value of conversion feature (percent)

  12.601.3  

Total issued bond value ($ million)

  732.5  

 

 

The option component of the convertible bonds is calculated as the difference between the price of the bonds including the option component (bond price) and the price excluding the option component (bond floor price).

F - 59


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

22.

FAIR VALUE MEASUREMENTS(continued)

An independent service provider pricing formation was used in the valuation of the option component of convertible bonds. The Company has internal controls in place to evaluate the observable market information used in calculating the bond floor price by the pricing service. In recalculating the bond floor price the Company evaluated that the pricing information obtained was accurate and complete. No adjustments were made to prices obtained from the independent pricing service.

 

Items measured at fair value on a non-recurring basis 

 

 
  

20112012 

$

 

 

 

During 2011,2012, long-lived assets held and used in South Africa, with a carrying amount of $74 million were written down to fair value of $32 million, resulting in a loss, which is included in earnings for the period, of:

42

The following estimates and assumptions were used by management to estimate fair value using the income approach:

•       the gold price assumption represented management’s best estimate of the future price of gold. In arriving at the estimated long-term gold price, management considered all available market information including current prices, historical averages, and forward pricing curves. The long-term gold price of $1,584 per ounce is based on a range of economic and market conditions expected to exist over the remaining useful life of the asset;

•       proven and probable ore reserves as well as value beyond proven and probable reserves estimates. For these purposes proven and probable ore reserves of approximately 0.4 million ounces as at December 31, 2012 were determined;

•       the real pre-tax discount rate of 13 percent is commensurate with the risks involved which is consistent with the basis used in 2011. The risk factors considered were country risk which was based on the Company’s internal assessment of country risk relative to the issues experienced in South Africa;

•       foreign currency cash flows were translated at estimated forward exchange rates and then discounted using appropriate discount rates for that currency; and

•       cash flows used in fair value valuations were based on the life of mine plan.

During 2012, the Company fully impaired and wrote-off certain assets mainly in South Africa and Continental Africa. This resulted in a loss, which is included in earnings for the period, of:

  17325 

See “Note 5 - Costs and expenses: Impairment of assets” for additional information.

 

In 2011,2012, the Company fully impaired its equity method investments in Margaret Water Company Orpheo (Proprietary) Limited and Société d’Exploitation des Mines d’Or de Yatela S.A. In addition, the Company fully impaired its listed associate Mariana Resources Limited,the loan granted to fair value of $7 million.Thani Ashanti Alliance Limited. See Note 15. This resulted in a loss, which is included in equity income in associates, of:

  1045 

The above items are summarized as follows:

 

 
Description 

Fair value

$

 

Level 1

$

 

Level 2

$

 

Level 3

$

 

 

Total

gain/(loss)

$

  Fair value
$
 Level 1
$
 Level 2
$
 Level 3
$
 

 

Total
gain/(loss)
$

 

 

 

Long-lived assets held and used

  32    32    (42)  

Long-lived assets abandoned

  -       (17)    -      (325)  
Associates and equity accounted joint ventures  7   7     (10)    -      (45)  
 

 

 

  

 

 

 
  7   7   -    -    (27)    32   -   32   -   (412)  
 

 

 

  

 

 

 

 

F - 6065


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

 

23.

FINANCIAL RISK MANAGEMENT ACTIVITIES

In the normal course of its operations, the Company is exposed to gold and other commodity price, currency, interest rate, equity price, liquidity and non-performance risk, which includes credit risk. The Company is also exposed to certain by-product commodity price risk. In order to manage these risks, the Company may enter into transactions which make use of derivatives. The Company has developed a risk management process to facilitate, control and monitor these risks. The Audit and Corporate Governance Committee has approved and monitors this risk management process, inclusive of documented treasury policies, counterpart limits, controlling and reporting structures. The Company does not acquire, hold or issue derivatives for speculative purposes. Although all derivative transactions executed by the Company serve to economically manage the Company’s risk to the market factors discussed above, not all such derivatives qualify for hedge accounting treatment, including instances whereby management has elected to not designate such derivatives as part of a qualifying hedge accounting relationship.

The financial risk management activities objectives of the Company are as follows:

 

Safeguarding the Company’s core earnings stream through the effective control and management of gold and other commodity price risk, foreign exchange risk and interest rate risk;

Effective and efficient usage of credit facilities through the adoption of liquidity planning procedures;

Ensuring that investment and hedging transactions are undertaken with creditworthy counterparts; and

Ensuring that contracts and agreements related to risk management activities are coordinated, consistent throughout the Company and comply where necessary with relevant regulatory and statutory requirements.

A number of products, including derivatives are used to satisfy these objectives. Contracts that meet the criteria for hedge accounting are designated as the hedging instruments hedging the variability of forecasted cash flows from the sale of production into the spot market and from capital expenditure denominated in a foreign currency and are classified as cash flow hedges under the FASB ASC guidance on derivatives and hedging. Cash flows related to these instruments designated as qualifying hedges are reflected in the consolidated statement of cash flows in the same category as the cash flow from the items being hedged. Accordingly, cash flows relating to the settlement of forward sale commodity derivatives contracts hedging the forecasted sale of production into the spot market as well as the forward sale currency derivative contracts hedging the forecasted capital expenditure, have been reflected upon settlement as a component of operating cash flows. The ineffective portion of cash flow hedges recognized in (gain)/loss on non-hedge derivatives in the income statement during the year was $nil million (2010: $nil million; 2009: $5 million). The Company does not have any open cash flow hedge contracts relating to product sales or forecasted capital expenditure as at December 31, 2011 (2010: $nil million; 2009: $37 million). Cash flow hedge losses pertaining to capital expenditure of $3 million as at December 31, 2011 (2010:2012 (2011: $3 million; 2009: $42010: $3 million) are expected to be reclassified from accumulated other comprehensive income and recognized as an adjustment to depreciation expense equally until 2017.2019.

A gain on non-hedge derivatives of $83$93 million was recorded in 2011 (2010:2012 (2011: gain of $83 million; 2010: loss of $703 million; 2009: loss of $1,452 million). See “Note 5 – Cost and expenses: Non-hedge derivative (gain)/loss and movement on bonds” for additional information.

Gold price risk management activities

Gold price risk arises from the risk of an adverse effect of current or future earnings resulting from fluctuations in the price of gold. The Company historically utilized derivatives as part ofeliminated its hedging of the risk. In order to provide financialhedge book during 2010 and has since had full exposure to the rising spot price of gold and the potential for enhanced cash-flow generation the Company completed its final tranche of the hedge buy-back program during 2010 and settled all forward gold and foreign exchange contracts that had been used by the Company in the past to manage those risks. At year end there were no net forward sales contracts (2010: nil kg; 2009: 571kg), net call options sold (2010: nil kg; 2009: 120,594kg) and net put options sold (2010: nil kg; 2009: 27,071kg).

The mix of derivative instruments, the volume of production hedged and the tenor of the hedge book is continuously reviewed in light of changes in operational forecasts, market conditions and the Company’s hedging policy as set by the board of directors.gold.

 

F - 6166


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

23.

FINANCIAL RISK MANAGEMENT ACTIVITIES(continued)

 

Elimination of hedge book

The Company communicated a board approved strategy in prior years to begin reducingreduce its outstanding gold derivatives position in order to be more exposed to spot gold prices. During 2010, the Company completed the final phase of this strategy and eliminated its gold hedge book. See “Note 5 – Cost and expenses: Non-hedge derivative (gain)/loss and movement on bonds” for additional information relating to the final 2010 hedge book elimination and the hedge buy-back transactions, including the impact thereof on the 2009 and 2010 consolidated financial statements.

The results of operations and cash flows for 2009, 2010 and 2011 were adversely impacted given the early cash settlement of non-hedge derivatives and previously designated NPSE contracts with low contracted sales prices, respectively, committed ounces have been fully eliminated as at December 31, 2011 (December 31, 2010: nil committed ounces; December 31, 2009: 3.90 million committed ounces). The Company has since had full exposure to the spot price of gold.2012 and 2011.

Foreign exchange price risk protection agreements

The Company, from time to time, may enter into currency forward exchange and currency option contracts to hedge certain anticipated transactions denominated in foreign currencies. The objective of the Company’s foreign currency hedging activities is to protect the Company from the risk that the eventual cash flows resulting from transactions denominated in US dollars will be adversely affected by changes in exchange rates.

As at December 31, 20112012 and 2010,2011, the Company had no open forward exchange or currency option contracts in its currency hedge position.

Interest rate and liquidity risk

Fluctuations in interest rates impacts interest paid and received on the short-term cash investments and financing activities, giving rise to interest rate risk.

In the ordinary course of business, the Company receives cash from the proceeds of its gold sales and is required to fund working capital requirements. This cash is managed to ensure surplus funds are invested in a manner to achieve market related returns while minimizing risks.

The Company is able to actively source financing at competitive rates. The counterparts are financial and banking institutions and their credit ratings are regularly monitored by the Company.

 

F - 6267


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

23.

FINANCIAL RISK MANAGEMENT ACTIVITIES(continued)

 

Cash and loans advanced maturity profile

 

      2011     2010         2012     2011   
Maturity date  Currency  Fixed rate
investment
amount
(million)
   Effective
rate %
   Floating rate
investment
amount
(million)
   Effective
rate %
   Fixed rate
investment
amount
(million)
   Effective
rate %
   Floating rate
investment
amount
(million)
   Effective
rate %
   Currency  Fixed rate
investment
amount
(million)
   Effective
rate %
   Floating rate
investment
amount
(million)
   Effective
rate %
   Fixed rate
investment
amount
(million)
   Effective
rate %
   Floating rate
investment
amount
(million)
   Effective
rate %
 

All less than one year

  USD   10    0.48    467    0.20    13    0.20    171    0.19   $   1    2.50    611    0.30    10    0.48    467    0.20 
  ZAR   3,030    5.50    164    3.55    969    5.58    57    4.64   ZAR   780    3.55    215    2.10    3,030    5.50    164    3.55 
  AUD   81    4.65    23    4.45    42    4.45    25    4.44   AUD   -    -    29    3.00    81    4.65    23    4.45 
  EUR   -     -     -     -     -     -     3    1.00   BRL   -    -    34    7.51    -    -    27    6.61 
  CAD   -     -     -     -     -     -     2    0.20   ARS   -    -    73    15.00    -    -    1    10.23 
  BRL   -     -     27    6.61    -     -     30    8.90   NAD   -    -    2    4.30    -    -    119    4.08 
  ARS   -     -     1    10.23    -     -     2    9.00 
  NAD   -     -     119    4.08    102    5.00    207    5.00 

Borrowings maturity profile

 

000000000000000000000000000000000000000000000000000000000000000                                                                                                                              

 

 
      Between   Between               Between   Between         
  Within one year   one and two years   two and five years   After five years   Total   Within one year           one and two years                   two and five years           After five years   Total 
Currency   

 

Borrowings
amount
(million)

   

Effective
rate

%

   Borrowings
amount
(million)
   

Effective
rate

%

   Borrowings
amount
(million)
   

Effective
rate

%

   Borrowings
amount
(million)
   

Effective
rate

%

   Borrowings
amount
(million)
   

 

Borrowings
amount
(million)

   

Effective
rate

%

   Borrowings
amount
(million)
   

Effective
rate

%

   Borrowings
amount
(million)
   

Effective
rate

%

   Borrowings
amount
(million)
   

Effective
rate

%

   Borrowings
amount
(million)
 

 

 

$

   22    5.4    761    6.0    660    3.5    994    5.7    2,437     669    5.7    691    3.5    6    2.9    1,741    5.5    3,107  

ZAR

   -    -     8    9.8    40    9.8    217    9.8    265     1,521    5.7    8    9.8    59    9.8    186    9.8    1,774  

BRL

   4    5.8    3    5.2    4    4.0    -     -     11     4    9.3    2    5.8    -    -    2    4.5     

NAD

   64    8.4    72    8.4    97    8.4    -     -     233     68    8.4    84    8.4    34    8.4    -    -    186  

AUD

   -    -    -    -    256    5.1    -    -    256  

 

 

Interest rate risk

 

 

 
  Fixed for less than one year   

 

Fixed for between one and three
years

   Fixed for greater than three years   Total   Fixed for less than one year   

 

Fixed for between one and three
years

   Fixed for greater than three years   Total 
Currency   

 

Borrowings

amount

(million)

   

Effective

rate

%

   

Borrowings

amount

(million)

   

Effective

rate

%

   

Borrowings

amount

(million)

   

Effective

rate

%

   

Borrowings

amount

(million)

   

 

Borrowings

amount

(million)

   

Effective

rate

%

   

Borrowings

amount

(million)

   

Effective

rate

%

   

Borrowings

amount

(million)

   

Effective

rate

%

   

Borrowings

amount

(million)

 

 

 

$

   22    5.4    1,420    4.8    995    5.7    2,437     669    5.7    693    3.5    1,745    5.4    3,107  

ZAR

   -    -     24    9.8    241    9.8    265     1,521    5.7    25    9.8    228    9.8    1,774  

BRL

   4    5.8    5    4.6    2    4.5    11     4    9.3    2    5.8    2    4.5     

NAD

   64    8.4    161    8.4    8    8.4    233     68    8.4    118    8.4    -    -    186  

AUD

   -    -    256    5.1    -    -    256  

 

 

Non-performance risk

Realization of contracts is dependent upon counterparts’ performance. The Company has not obtained collateral or other security to support the financial instruments subject to non-performance risk, but the credit standing of counterparts was monitored on a regular basis throughout the year. The Company spreads its business over a number of financial and banking institutions to minimize the risk of potential non-performance risk. Furthermore, the approval process of counterparts and the limits applied to each counterpart were monitored by the board of directors. Where possible, ISDA netting agreements were put into place by management.in place.

The combined maximum credit risk exposure at balance sheet date amounts to $198$183 million (2010: $177(2011: $198 million). Credit risk exposure netted by open derivative positions with counterparts was $nil million (2010: $1(2011: $nil million). No set-off is applied to balance sheet amounts due to the different maturity profiles of assets and liabilities.

The fair value of derivative assets and liabilities reflects non-performance risk relating to the counterparts and the Company, respectively, as at December 31, 2011 and 2010.

 

F - 6368


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

23.

FINANCIAL RISK MANAGEMENT ACTIVITIES(continued)

 

Fair value of financial instruments

The estimated fair values of financial instruments are determined at discrete points in time based on relevant market information. The estimated fair values of the Company’s financial instruments, as measured at December 31, 20112012 and 2010,2011, are as follows (assets (liabilities)):

 

00000000000000000000000000000000
  December 31, 2011   December 31, 2010        December 31, 2012   December 31, 2011     
  Carrying
amount
$
   Fair value
$
   Carrying
amount
$
   Fair value    
$    
   Carrying
amount
$
   Fair value
$
   Carrying
amount
$
   Fair value    
$    
 

Cash and cash equivalents

   1,112      1,112      575      575           892     892     1,112     1,112       

Restricted cash

   58      58      43      43           64     64     58     58       

Short-term debt

   (30)     (30)     (133)     (133)          (271)     (271)     (30)     (30)      

Short-term debt at fair value

   (2)     (2)     (2)     (2)          (588)     (588)     (2)     (2)      

Long-term debt

   (1,715)     (1,857)     (1,730)     (2,059)          (2,750)     (2,871)     (1,715)     (1,857)      

Long-term debt at fair value

   (758)     (758)     (872)     (872)                  (758)     (758)      

Derivatives

   (93)     (93)     (175)     (175)          (10)     (10)     (93)     (93)      

Marketable equity securities - available for sale

   82      82      124      124           69     69     82     82       

Marketable debt securities - held to maturity

        11      13      14               11         11       

Non-marketable equity securities - available for sale

               -       

Non-marketable assets - held to maturity

                  2                       2       

Non-marketable debt securities - held to maturity

   85      85      89      89           86     86     85     85       

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Cash restricted for use, cash and cash equivalents and short-term debt

The carrying amounts approximate fair value because of the short-term duration of these instruments.

Long-term debt

The mandatory convertible bonds are carried at fair value. The fair value of the convertible and rated bonds are shown at their quoted market value. Other long-term debt re-prices on a short-term floating rate basis, and accordingly the carrying amount approximates fair value.

Derivatives

The fair value of volatility-based instruments (i.e. options) are estimated based on market prices, volatilities, credit risk and interest rates for the periods under review.

Investments

Marketable equity securities classified as available-for-sale are carried at fair value. Marketable debt securities classified as held to maturity are measured at amortized cost. Non-marketable assets classified as held to maturity are measured at amortized cost. The fair value of marketable debt securities and non-marketable assets has been calculated using market interest rates. Investments in non-marketable debt securities classified as held to maturity are measured at amortized cost. The cost method investment isNon-marketable equity securities classified as available for sale are carried at cost. There is no active market for the investment and thecost or fair value, cannotwhere fair value can be reliably measured.

 

F - 6469


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

23.

FINANCIAL RISK MANAGEMENT ACTIVITIES(continued)

 

The following is the fair value of the derivative (liabilities)/assets split by accounting designation:

 

 
  December 31, 2011 
  

Assets

 

 
  Balance Sheet location  Non-hedge
accounted
   Total 
     $   $ 

 

Warrants on shares

  Current assets - derivatives          
  

 

 

Total derivatives

            

 
      

 

 
  December 31, 2011   December 31, 2012 
  

Liabilities

 

   

Liabilities

 

 
  Balance Sheet location  Non-hedge
accounted
   Total   Balance Sheet location  Non-hedge
accounted
   Total 
     $   $      $   $ 

 

 

Option component of convertible bonds

  Non-current liabilities - derivatives   (92)     (92)    Non-current liabilities - derivatives   (9)     (9)  

Embedded derivatives

  Non-current liabilities - derivatives   (1)     (1)    Non-current liabilities - derivatives   (1)     (1)  
  

 

   

 

 

Total derivatives

     (93)     (93)       (10)     (10)  

 

 
            

 

 
  

 

December 31, 2010

   December 31, 2011 
  

Assets

 

   

Liabilities

 

 
  Balance Sheet location  Non-hedge
accounted
   Total   Balance Sheet location  Non-hedge
accounted
   Total 
     $   $      $   $ 

 

 

Warrants on shares

  Current assets - derivatives        

Option component of convertible bonds

  Non-current liabilities - derivatives   (92)     (92)  

Embedded derivatives

  Non-current liabilities - derivatives   (1)     (1)  
  

 

   

 

 

Total derivatives

               (93)     (93)  

 

 
      

 
  

 

December 31, 2010

 
  Liabilities 
  Balance Sheet location  Non-hedge
accounted
   Total 
     $   $ 

 

Option component of convertible bonds

  Non-current liabilities - derivatives   (176)     (176)  
  

 

 

Total derivatives

     (176)     (176)  

 

F - 65


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

23.

FINANCIAL RISK MANAGEMENT ACTIVITIES(continued)

Non-hedge derivative (gain)/loss recognized

 

 

 
  Year ended December 31,   Year ended December 31, 
                    2011    2010  2009                      2012    2011    2010  
  

 

 

   

 

 

 
  

 

$

   $ $   $   $   $ 

 

 

Realized(1)

           

Forward sales type agreements - commodity

        377     535              377  

Option contracts - commodity

        2,573     144              2,573  

Forward sales agreements - currency

        13     (107)             13  

Option contracts - currency

        (3)    (12)             (3)  

Interest rate swaps - Gold

        15     (16)             15  
  

 

 

   

 

 

 
        2,975     (2)   544     (3)            2,975     (2) 

Unrealized (1)

           

Forward sales type agreements - commodity

        (265)    188              (265)  

Option contracts - commodity

        (1,999)    648              (1,999)  

Forward sales agreements - currency

            15   

Option contracts - currency

              

Interest rate swaps - Gold

        (13)    25              (13)  

Option component of convertible bonds

   (84)         33      (83)     (84)      

Other commodity contracts

   (10)          

Embedded derivatives

        (1)                 (1)  

Warrants on shares

            (5)              
  

 

 

   

 

 

 
   (83)     (2,272)    908      (93)     (83)     (2,272)  
  

 

 

   

 

 

 

Non-hedge derivatives (gain)/loss

   (83)     703     1,452      (93)     (83)     703  
  

 

 

   

 

 

 

 

 (1) 

Realized and unrealized gains and losses on non-hedge derivatives are included in “Non-hedge derivative (gain)/loss and movement on bonds” in the income statement.

 (2) 

IncludesIncluded $2,698 million loss related to the final tranche of the accelerated hedge buy-back executed during 2010.

(3)

Includes $797 million loss related to the accelerated hedge buy-back in 2009.

 

F - 6670


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

23.

FINANCIAL RISK MANAGEMENT ACTIVITIES(continued)

 

Other comprehensive income

 

Year ended December 31, 2011

Cash flow
hedges, before
taxation
Cash flow hedges removed from
equity, before taxation
    Hedge ineffectiveness, before taxation    
$$$

Gain/(loss)
recognized in
accumulated
other
comprehensive
income (effective
portion)

Location of

(gain)/loss
reclassified from
accumulated other
comprehensive
income into income
(effective portion)

Amount of

(gain)/loss
reclassified from
accumulated other
comprehensive
income into
income (effective
portion)

Location of (gain)/loss
recognized in income
(ineffective portion)
Amount of
(gain)/loss
recognized
in income
(ineffective
portion)

Forward sales type agreements -

Non-hedge derivatives (gain)/

commodity

Product sales      

loss and movement on bonds

            - 

 

 
  Accumulated other
comprehensive income
as of January 1, 2012
  Changes in fair
value recognized
in 2012
  Reclassification
adjustments
  

 

Accumulated other
comprehensive income
as of December 31,
2012

 
  $  $  $  $ 

 

 

Derivatives designated as

    

Capital expenditure

  (3)          (3)  
 

 

 

 

Before tax totals

  (3)          (3)  
 

 

 

 

After tax totals

  (2)          (2)  
 

 

 

 
    

 

 
  Accumulated other
comprehensive income
as of January 1, 2011
  Changes in fair
value recognized
in 2011
  Reclassification
adjustments
  

 

Accumulated other
comprehensive income
as of December 31,
2011

 
  $  $  $  $ 

 

 

Derivatives designated as

    

Capital expenditure

  (3)          (3)  
 

 

 

 

Before tax totals

  (3)          (3)  
 

 

 

 

After tax totals

  (2)          (2)  
 

 

 

 

Other comprehensive incomeMaturity profile of derivatives, at carrying value

 

Year ended December 31, 2010

Cash flow
hedges, before
taxation
Cash flow hedges removed from
equity, before taxation
    Hedge ineffectiveness, before taxation    
$$$

Gain/(loss)
recognized in
accumulated
other
comprehensive
income (effective
portion)

Location of

(gain)/loss
reclassified from
accumulated other
comprehensive
 income into income
(effective portion)

Amount of

(gain)/loss
reclassified from
 accumulated other
comprehensive
income into
income (effective
portion)

Location of (gain)/loss

recognized in income

(ineffective portion)

Amount of
(gain)/loss
recognized
in income
(ineffective
portion)

Forward sales type agreements -

Non-hedge derivatives (gain)/

commodity

Product sales      

52 

loss and movement on bonds

52 

 

 
   

Total

$

      

 

2012

Assets

$

      

Liabilities

$

 

 

 

Amounts to mature within twelve months of balance sheet date

                             -        

Amounts maturing between one and two years

   (9)             (9)  

Amounts maturing between two and five years

                

Amounts to mature thereafter

   (1)             (1)  
  

 

 

 

Total

                   (10)                             (10)  
  

 

 

 
          

 

 
   

Total

$

      

 

2011

Assets

$

      

Liabilities

$

 

 

 

Amounts to mature within twelve months of balance sheet date

                

Amounts maturing between one and two years

                

Amounts maturing between two and five years

   (92)             (92)  

Amounts to mature thereafter

   (1)             (1)  
  

 

 

 

Total

   (93)             (93)  
  

 

 

 

 

F - 6771


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

23.

FINANCIAL RISK MANAGEMENT ACTIVITIES(continued)

Other comprehensive income

 

 
  Accumulated other
comprehensive income
as of January 1, 2011
  Changes in fair
value recognized
in 2011
  Reclassification
adjustments
  

 

Accumulated other
comprehensive income
as of December 31,
2011

 
  $  $  $  $ 

 

 

Derivatives designated as

    

Capital expenditure

  (3)            (3)  
 

 

 

 

Before tax totals

  (3)            (3)  
 

 

 

 

After tax totals

  (2)            (2)  
 

 

 

 
    

 

 
  Accumulated other
comprehensive income
as of January 1, 2010
  Changes in fair
value recognized
in 2010
  Reclassification
adjustments
  

 

Accumulated other
comprehensive income
as of December 31,
2010

 
  $  $  $  $ 

 

 

Derivatives designated as

    

Gold sales

  (52)        52      

Capital expenditure

  (3)            (3)  
 

 

 

 

Before tax totals

  (55)        52    (3)  
 

 

 

 

After tax totals

  (22)        20    (2)  
 

 

 

 

Maturity profile of derivatives, at carrying value

 

 
   

Total

$

      

 

2011

Assets

$

      

Liabilities

$

 

 

 

 Amounts to mature within twelve months of balance sheet date

                              -          

 Amounts maturing between one and two years

                   

 Amounts maturing between two and five years

                   (92)                              (92)  

 Amounts to mature thereafter

   (1)              (1)  
  

 

 

 

 Total

   (93)              (93)  
  

 

 

 
          

 

 
   

Total

$

      

 

2010

Assets

$

      

Liabilities

$

 

 

 

 Amounts to mature within twelve months of balance sheet date

                   

 Amounts maturing between one and two years

                   

 Amounts maturing between two and five years

   (176)              (176)  

 Amounts to mature thereafter

                   
  

 

 

 

 Total

   (175)              (176)  
  

 

 

 

F - 68


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

23.

FINANCIAL RISK MANAGEMENT ACTIVITIES(continued)

 

Sensitivity analysis

Derivatives

The Company monitors the sensitivity of the convertible bonds to changes in its share price.

The following table discloses the approximate sensitivity, in US dollars, of the convertible bonds to the Company’s share price at December 31, 20112012 (actual changes in the timing and amount of the following variables may differ from the assumed changes below).

 

 

 
  2011             2012           
  

 

 

   

 

 

 
  

Change in
            underlying

factor (+)

   Non-hedge
accounted
   Total change in
fair value
   

Change in
            underlying

factor

   Non-hedge
accounted
   Total��change in
fair value
 
      $   $       $   $ 

 

 

Convertible bonds

            

AngloGold Ashanti Limited share price ($)

   Spot (+$3)     (23)     (23)     Spot (+$5)     (14)     (14)  
      

 
  2011           
  

 

 

 
  

Change in
underlying

factor (-)

   Non-hedge
accounted
   Total change in
fair value
 
      $   $ 

 

Convertible bonds

      

AngloGold Ashanti Limited share price ($)

   Spot (-$3)     21     21     Spot (-$5)          
      

 

 

F - 6972


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

23.

FINANCIAL RISK MANAGEMENT ACTIVITIES(continued)

 

Mandatory convertible bonds

The mandatory convertible bond valuation is primarily linked to the AngloGold Ashanti Limited share price traded on the New York Stock Exchange (NYSE) and fluctuates with reference to the NYSE share price and market interest rates. An increase or decrease of $3$5 in the AngloGold Ashanti Limited share price will generally impact the value of the mandatory convertible bond liability in a stable interest environment by approximately $39 million.+$72 million and -$83 million, respectively.

Foreign exchange risk

Foreign exchange risk arises on financial instruments that are denominated in a foreign currency.

The following table discloses the approximate foreign exchange risk sensitivities of debt at December 31, 20112012 (actual changes in the timing and amount of the following variables may differ from the assumed changes below).

 

   20112012
   

Change in
exchange rate

 

  

Change in
borrowings

total

 

$

Debt

  

ZAR denominated (R/$)

  Spot (+R1)   (4)(22)

BRL denominated (BRL/$)

  Spot (+BRL0.25)   (1)

NAD denominated (NAD/$)

  Spot (+NAD1)   (3)(2)

AUD denominated (AUD/$)

Spot (+AUD0.05)(13)
  
  20112012
   

Change in
exchange rate

 

  

Change in
borrowings

total

 

$

Debt

  

ZAR denominated (R/$)

  Spot (-R1)   528 

BRL denominated (BRL/$)

  Spot (-BRL0.25)   

NAD denominated (NAD/$)

  Spot (-NAD1)   43 

AUD denominated (AUD/$)

Spot (-AUD0.05)14 
      

 

24.

ADDITIONAL CASH FLOW INFORMATION

 

 

 

 
     

2011

$

     

2010

$

     

2009

$

 
 

 

 
 

 

Reported in the consolidated statements of cash flows:

          
 

 

Interest paid

   144       115       111  
 

Taxation paid

   477       188       147  
 

 

Non-cash investing and financing items not reported in the consolidated statements of cash flows:

          
 

 

Non cash movements included in Property, plant & equipment

   389       302       426  
 

 

Exercise of share options

   51       43       20  
 

 

Non-cash operating items not reported in the consolidated statements of cash flows:

          
 

 

Foreign exchange gain(1)

   11             103  

 

(1)

 

 

Foreign exchange gain included in Interest, dividends and other amounts to:

               112  
 

 

 
     

2012

$

     2011
$
     

2010

$

 
 

 

 
 

 

Reported in the consolidated statements of cash flows:

          
 

 

Interest paid

   145       144       115  
 

 

Taxation paid

   507       477       188  
 

 

Non-cash investing and financing items not reported in the consolidated statements of cash flows:

          
 

 

Non cash movements included in Property, plant & equipment

   68       389       302  
 

 

Exercise of share options

   45       51       43  
 

 

Non-cash operating items not reported in the consolidated statements of cash flows:

          
 

 

Foreign exchange gain(1)

         11        

 

(1)

 

 

Foreign exchange gain included in Interest, dividends and other amounts to:

                

 

F - 7073


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

25.

PROVISION FOR PENSION AND OTHER POST-RETIREMENT MEDICAL BENEFITS

The provision for pension and post-retirement medical funding represents the provision for health care and pension benefits for employees, retired employees and their dependants.

Defined benefit plans

The retirement schemes as at December 31, 2012, 2011 2010 and 2009,2010, consist of the following which reflects the following provision values:

 

000,000,000000,000,000000,000,000                                                            

 

 
  

2011 

$

   

2010 

$

   

2009 

$

   

2012 

$

   

2011 

$

   

2010 

$

 

 

 

AngloGold Ashanti Pension Fund liability/(asset)

   23          (5)  

AngloGold Ashanti Pension Fund liability

   24     23      

Post-retirement medical scheme for AngloGold Ashanti South Africa employees

   159     179     149     183     159     179  

Other defined benefit plans

   12     12     10     14     12     12  
  

 

 

   

 

 

 

Sub total

   194     191     154     221     194     191  

Transferred to other non-current assets. See Note 15.

            

AngloGold Ashanti Pension Fund

              

Post-retirement medical scheme for Rand Refinery employees

                        

Ashanti retired staff pension plan

                          

Short-term portion transferred to other current liabilities. See Note 17.

   (12)     (14)     (14)     (12)     (12)     (14)  
  

 

 

   

 

 

 

Total provision classified as a non-current liability

   185     180     147     209     185     180  
  

 

 

   

 

 

 

South Africa defined benefit pension fund

The plan is evaluated by independent actuaries on an annual basis as at December 31. The valuation as at December 31, 20112012 was completed at the beginning of 2012.2013. The most recent statutory valuation effective December 31, 20082011 was completed in March 2010.May 2012. The next statutory valuation will have an effective date no later than December 31, 2011.2014.

All South African pension funds are governed by the Pension Funds Act of 1956 as amended.

 

F - 7174


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

25.

PROVISION FOR PENSION AND OTHER POST-RETIREMENT MEDICAL BENEFITS(continued)

 

Information with respect to the defined benefit fund, which includes benefits for AngloGold Ashanti employees, for the year ended December 31, is set forth in the table below:

 

000,000,000000,000,000000,000,000000,000,000
 

 

 
     Pension benefits 
     2011    2010    2009  
     $   $   $ 
 

 

 
 

Change in benefit obligation

      
 

Benefit obligation at January 1,

   334     269     199  
 

Service cost

            
 

Interest cost

   25     25     16  
 

Plan participants’ contributions

            
 

Actuarial loss/(gain)

   22     21     (2)  
 

Benefits paid

   (19)     (28)     (8)  
 

Translation

   (64)     38     56  
   

 

 

 
 

Benefit obligation at December 31,

   307     334     269  
   

 

 

 
 

Change in plan assets

      
 

Fair value of plan assets at January 1,

   334     274     188  
 

Actual return on plan assets

   24     40     32  
 

Company contributions

            
 

Plan participants’ contributions

            
 

Benefits paid

   (19)     (28)     (8)  
 

Translation

   (64)     38     55  
   

 

 

 
 

Fair value of plan assets at December 31,

   284     334     274  
   

 

 

 
 

(Unfunded)/funded status at end of year

   (23)           
   

 

 

 
 

Net amount recognized

   (23)           
   

 

 

 
 

Components of net periodic benefit cost

      
 

Service cost

            
 

Interest cost

   25     25     16  
 

Actuarial loss/(gain)

   28     10     (14)  
 

Expected return on assets

   (30)     (29)     (20)  
   

 

 

 
 

Net periodic benefit cost

   30     13     (12)  
   

 

 

 
 

Accumulated benefit obligation at December 31,

   269     290     230  
 

Assumptions

      
 

Weighted-average assumptions used to determine benefit obligations at December 31,

      
 

Discount rate

   8.75%     8.50%     9.25%  
 

Rate of compensation increase

   8.00%     7.25%     7.50%  
 

Weighted-average assumptions used to determine the net periodic benefit cost for the years ended December 31,

      
 

Discount rate

   8.75%     8.50%     9.25%  
 

Expected long-term return on plan assets

   11.20%     9.99%     10.63%  
 

Rate of compensation increase(1)

   8.00%     7.25%     7.50%  
 

Pension increase

   5.40%     4.73%     4.95%  
 

 

 

(1)

 

Short-term compensation rate increase

   7.50%     7.50%     7.00%  
 

Long-term compensation rate increase

   8.00%     7.25%     7.50%  
                                                                                
 

 

 
     Pension benefits 
     2012    2011    2010  
     $   $   $ 
 

 

 
 Change in benefit obligation      
 Benefit obligation at January 1,   307     334     269  
 Service cost            
 Interest cost   26     25     25  
 Plan participants’ contributions            
 Actuarial loss   22     22     21  
 Benefits paid   (18)     (19)     (28)  
 Translation   (17)     (64)     38  
   

 

 

 
 Benefit obligation at December 31,   328     307     334  
   

 

 

 
 Change in plan assets      
 Fair value of plan assets at January 1,   284     334     274  
 Actual return on plan assets   45     24     40  
 Company contributions            
 Plan participants’ contributions            
 Benefits paid   (18)     (19)     (28)  
 Translation   (15)     (64)     38  
   

 

 

 
 Fair value of plan assets at December 31,   304     284     334  
   

 

 

 
 Unfunded status at end of year   (24)     (23)      
   

 

 

 
 Net amount recognized   (24)     (23)      
   

 

 

 
 Components of net periodic benefit cost      
 Service cost     ��      
 Interest cost   26     25     25  
 Actuarial loss       28     10  
 Expected return on assets   (31)     (30)     (29)  
   

 

 

 
 Net periodic benefit cost   10     30     13  
   

 

 

 
 Accumulated benefit obligation at December 31,   274     269     290  
 Assumptions      
 Weighted-average assumptions used to determine benefit obligations at December 31,      
 Discount rate   8.25%     8.75%     8.50%  
 Rate of compensation increase   8.00%     8.00%     7.25%  
 Weighted-average assumptions used to determine the net periodic benefit cost for the years ended December 31,      
 Discount rate   8.25%     8.75%     8.50%  
 Expected long-term return on plan assets   10.53%     11.20%     9.99%  
 Rate of compensation increase(1)   8.00%     8.00%     7.25%  
 Pension increase   5.40%     5.40%     4.73%  
 

 

 

(1)

 

Short-term compensation rate increase

   5.50%     7.50%     7.50%  
 

Long-term compensation rate increase

   8.00%     8.00%     7.25%  

 

F - 7275


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

25.

PROVISION FOR PENSION AND OTHER POST-RETIREMENT MEDICAL BENEFITS(continued)

 

The expected long-term return on plan assets is determined using the after tax return of RSA Government long bond yields as a guide.

 

000,000,000,000000,000,000,000                                                      

 

 
 Pension benefits  Pension benefits 
 

 

 

  

 

 

 
 

2011 

%

 

2010 

%

  

2012 

%

 

2011 

%

 

 

 

Plan assets

    

AngloGold Ashanti’s pension plan asset allocations at December 31, 2011 and 2010, by asset category are as follows:

  

AngloGold Ashanti’s pension plan asset allocations at December 31, 2012 and 2011, by asset category are as follows:

  

Asset category

    

Equity securities

  56%    60%    56%    56%  

Debt securities

  37%    36%    38%    37%  

Other

  7%    4%    6%    7%  
 

 

 

  

 

 

 
  100%    100%    100%    100%  
 

 

 

  

 

 

 

Fair value of plan assets

The following table sets out the Company’s plan assets measured at fair value, by level within the hierarchy as at December 31, 2012 (in US Dollars, millions):

                                                                                                            

 

 
Description Level 1  Level 2  Level 3 Total 

 

 

Domestic equity security

  115     115 

Foreign equity securities

  57     57 

Domestic fixed interest bonds

  90     90 

Foreign fixed interest bonds

  15     15 

Real estate investment trust

  3     3 

Cash

  13     13 

Unlisted specialized credit

   11    11 

 

 

The following table sets out the Company’s plan assets measured at fair value, by level within the hierarchy as at December 31, 2011 (in US Dollars, millions):

 

000,000,000,000000,000,000,000000,000,000,000000,000,000,000

 

 
Description Level 1  Level 2  Level 3 Total 

 

 

Domestic equity security

  106     106 

Foreign equity securities

  54     54 

Domestic fixed interest bonds

  81     81 

Foreign fixed interest bonds

  14     14 

Real estate investment trust

  3     3 

Cash

  16     16 

Unlisted specialized credit

   10    10 

 

 

The following table sets out the Company’s plan assets measured at fair value, by level within the hierarchy as at December 31, 2010 (in US Dollars, millions):

000,000,000,000000,000,000,000000,000,000,000000,000,000,000                                                                                                            

 

 
Description Level 1 Level 2 Level 3 Total  Level 1 Level 2 Level 3 Total 

 

 

Domestic equity security

  150     150   106     106 

Foreign equity securities

  50     50   54     54 

Domestic fixed interest bonds

  95     95   81     81 

Foreign fixed interest bonds

  13     13   14     14 

Real estate investment trust

  4     4   3     3 

Cash

  11     11   16     16 

Unlisted specialized credit

   11    11    10    10 

 

 

Fair value of level 1 plan assets is based on quoted market prices.

Fair value of level 2 plan assets is based on market interest rates (for fixed rate investments) accrued interest and credit risk ratings.

 

F - 7376


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

25.

PROVISION FOR PENSION AND OTHER POST-RETIREMENT MEDICAL BENEFITS(continued)

 

Investment policy

The Trustees have adopted a long-term horizon in formulating the Fund’s investment strategy, which is consistent with the term of the Fund’s liabilities. The investment strategy aims to provide a reasonable return relative to inflation across a range of market conditions.

The Trustees have adopted different strategic asset allocations for the assets backing pensioner and active member liabilities. The strategic asset allocation defines what proportion of the Fund’s assets should be invested in each major asset class. The Trustees have then selected specialist investment managers to manage the assets in each asset class according to specific performance mandates instituted by the Trustees.

The Trustees have also put in place a detailed Statement of Investment Principles that sets out the Fund’s overall investment philosophy and strategy.

Fund returns are calculated on a monthly basis, and the performance of the managers and Fund as a whole is formally reviewed by the Fund’s Investment Sub-Committee at least every six months.

 

000,000,000000,000,000000,000,000000,000,000000,000,000000,000,000                                                                                                                        

 

 
  2011   2010   2012   2011 
  

No. of

shares

   

Percentage of

total assets

 

Fair value

$

   

No. of

shares

   

Percentage of

total assets

 

Fair value

$

   

No. of

shares

   Percentage of
total assets
 Fair value
$
   

No. of

shares

   Percentage of
total assets
 Fair value
$
 

 

 

Related parties

                    

Investments held in related parties are summarized as follows:

                    

Equity securities

                    

AngloGold Ashanti Limited

   100,079     1.5%        119,758     1.8%        184,432     1.9%        100,079     1.5%     
     

 

      

 

      

 

      

 

 

Other investments exceeding 5% of total plan assets

                    

Bonds

                    

IFM Corporate Bond Unit Trust

   287,226,346     12.7%    36     267,975,059     12.2%    41     271,680,384     11.4%    35     287,226,346     12.7%    36  

Allan Gray Orbis Global Equity Fund

   242,110     9.5%    27     243,210     9.0%    30     224,509     9.5%    29     242,110     9.5%    27  

Stonehage Contrarius Global Equity Fund

   1,251,535     9.1%    26                
Contrarius Global Equity Fund   1,151,413     9.2%    28     1,251,535     9.1%    26  
     

 

      

 

      

 

      

 

 
      89        71        92        89  
     

 

      

 

      

 

      

 

 

 

Cash flows

 

 

 
  $ 

 

 

Contributions

 

Expected Company contribution to its pension plan in 20122013

  5 

Estimated future benefit payments

The following pension benefit payments, which reflect the expected future service, as appropriate, are expected to be paid:

 

2012

  20  

2013

  20    19  

2014

  21    20  

2015

  21    20  

2016

  21    21  

2017 – 2021

  115  

2017

  21  

2018 – 2022

  117  

 

F - 7477


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

25.

PROVISION FOR PENSION AND OTHER POST-RETIREMENT MEDICAL BENEFITS(continued)

 

South Africa post-retirement medical benefits

The provision for post-retirement medical funding represents the provision for health care benefits for employees and retired employees and their registered dependants. The post-retirement benefit costs are assessed in accordance with the advice of independent professionally qualified actuaries. The actuarial method used is the projected unit credit funding method. This scheme is unfunded. The last actuarial valuation was performed at December 31, 2011.2012.

Information with respect to the defined benefit liability, which includes post-retirement medical benefits for AngloGold Ashanti South Africa employees, for the year ended December 31, is set forth in the table below:

 

000,000,000000,000,000000,000,000

 

 
   Other benefits 
  

 

 

 
   

2011 

$

   

2010 

$

   

2009 

$

 

 

 

Change in benefit obligation

      

Benefit obligation at January 1,

   179     149     115  

Service cost

             

Interest cost

   13     13      

Benefits paid

   (13)     (14)     (10)  

Actuarial loss

   11     10      

Translation

   (32)     20     31  
  

 

 

 

Benefit obligation at December 31,

   159     179     149  
  

 

 

 

Unfunded status at end of year

   (159)     (179)     (149)  
  

 

 

 

Net amount recognized

   (159)     (179)     (149)  
  

 

 

 

Components of net periodic benefit cost

      

Service cost

             

Interest cost

   13     13      

Actuarial gains and losses

   11     10      
  

 

 

 
   25     24     13  
  

 

 

 

The assumptions used in calculating the above amounts are:

      

Discount rate

   8.75%     8.50%     9.25%  

Expected increase in health care costs

   7.50%     7.60%     7.00%  

Assumed health care cost trend rates at December 31,

      

Health care cost trend assumed for next year

   7.50%     7.60%     7.00%  

Rate to which the cost trend is assumed to decline (ultimate trend rate)

   7.50%     7.60%     7.00%  
Assumed health care cost trend rates have a significant effect on the amounts reported for health care plans. A one percentage-point change in assumed health care cost trend rates would have the following effect:      
                                                                                
 

 

 
     Other benefits 
   

 

 

 
     

2012 

$

   

2011 

$

   

2010 

$

 
 

 

 
 

Change in benefit obligation

      
 

Benefit obligation at January 1,

   159     179     149  
 

Service cost

            
 

Recognition of past service cost

   22          
 

Interest cost

   13     13     13  
 

Benefits paid

   (15)     (13)     (14)  
 

Actuarial loss

   11     11     10  
 

Translation

   (8)     (32)     20  
   

 

 

 
 

Benefit obligation at December 31,

   183     159     179  
   

 

 

 
 

Unfunded status at end of year

   (183)     (159)     (179)  
   

 

 

 
 

Net amount recognized

   (183)     (159)     (179)  
   

 

 

 
 

Components of net periodic benefit cost

      
 

Service cost

            
 

Recognition of past service cost (1)

   22          
 

Interest cost

   13     13     13  
 

Actuarial loss

   11     11     10  
   

 

 

 
    47     25     24  
   

 

 

 

(1)

 

Revision of the Company contributions towards health care benefits to align with medical inflation.

  

 

The assumptions used in calculating the above amounts are:

      
 

Discount rate

   7.75%     8.75%     8.50%  
 

Expected increase in health care costs

   7.00%     7.50%     7.60%  
 

Assumed health care cost trend rates at December 31,

      
 

Health care cost trend assumed for next year

   7.00%     7.50%     7.60%  
 

Rate to which the cost trend is assumed to decline (ultimate trend rate)

   7.00%     7.50%     7.60%  
 Assumed health care cost trend rates have a significant effect on the amounts reported for health care plans. A one percentage-point change in assumed health care cost trend rates would have the following effect:      

 

000,000,000000,000,000
 

1-percentage point

increase

 

1-percentage point

decrease

  1-percentage point
increase
 1-percentage point
decrease
 
 

 

 

  

 

 

 

Effect on total service and interest cost

  2   (1)    1   (1)  

Effect on post-retirement benefit obligation

  17   (14)    5   (16)  

 

Cash flows   

 

 
  $ 

 

 

Contributions

 

Expected Company contributions to the post-retirement medical plan in 20122013

  12  

Estimated future benefit payments

The following medical benefit payments, which reflect the expected future service, as appropriate, are expected to be paid:

 

2012

  12  

2013

  13    12  

2014

  14    13  

2015

  14    14  

2016

  14    15  

2017 – 2021

  74  

2017

  15  

2018 – 2022

  81  

 

F - 7578


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

25.

PROVISION FOR PENSION AND OTHER POST-RETIREMENT MEDICAL BENEFITS(continued)

 

Other defined benefit plans

Other defined benefit plans include the Ashanti Retired Staff Pension Plan, the Obuasi Mines Staff Pension Scheme, the Post-retirement medical scheme for Rand Refinery employees (partly disposed of in December 2012), the Retiree Medical Plan for the United States of America employees, the Supplemental Employee Retirement Plan for North America (USA) Inc. employees and the Nuclear Fuels South Africa (“NUFCOR”) – Retiree Medical Plan for Nufcor South African employees.

Information in respect of other defined benefit plans for the years ended December 31, 2012, 2011 2010 and 20092010 have been aggregated in the tables of change in benefit obligations, change in plan assets and components of net periodic benefit cost as follows:

Aggregated information in respect of the other defined benefit plans, for the year ended December 31, is set forth in the table below:

 

000,000,000000,000,000000,000,000                                                            

 

 
  

2011 

$

   

2010 

$

   

2009 

$

  

2012 

$

 

2011 

$

 

2010 

$

 

 

 

Change in benefit obligations

         

Balance at January 1,

   22     18     17    21    22    18  

Interest cost

                      

Actuarial loss

                       

Disposal of subsidiary

  (2)        

Benefits paid

   (2)     (2)     (1)    (2)    (2)    (2)  

Translation

                (1)        
  

 

 

  

 

 

 

Balance at December 31,

   21     22     18    18    21    22  
  

 

 

  

 

 

 

Change in plan assets

         

Fair value of plan assets at January 1,

   10               10     

Actual return on plan assets

                      

Disposal of subsidiary

  (4)        

Benefits paid

        (1)               (1)  

Translation

   (2)            (1)    (2)     
  

 

 

  

 

 

 

Fair value of plan assets at December 31,

       10      ��       10  
  

 

 

  

 

 

 

Unfunded status at end of year

   (12)     (12)     (10)    (14)    (12)    (12)  
  

 

 

  

 

 

 

Net amount recognized

   (12)     (12)     (10)    (14)    (12)    (12)  
  

 

 

  

 

 

 

Components of net periodic benefit cost

         

Interest cost

                      

Actuarial gain

   (1)     (1)       

Actuarial loss/(gain)

     (1)    (1)  
  

 

 

  

 

 

 
                        
  

 

 

  

 

 

 

Accumulated benefit obligation at December 31,

   12     12     10    14    12    12  

Cash flows

The other retirement defined benefit plans are all closed to new members and current members are either retired or deferred members. The Company does not make a contribution to these plans.

Estimated future benefit payments

The following pension benefit payments, which reflect the expected future service, as appropriate, are expected to be paid:

 

 

 
 $  $ 

 

 

2012

   

2013

      

2014

      

2015

      

2016

      

2017 – 2021

   

2017

   

2018 – 2022

   

 

F - 7679


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

25.

PROVISION FOR PENSION AND OTHER POST-RETIREMENT MEDICAL BENEFITS(continued)

 

Defined contribution funds

The following table sets forth the cost of providing retirement benefits.

000,000000,000000,000

 

 
   

2011 

$

   

2010 

$

   

2009 

$

 

 

 

Australia (Sunrise Dam, Tropicana and Other) (1)

             

Namibia (Navachab) (2)

             

Tanzania (Geita) (3)

               

United States of America (Cripple Creek & Victor) (4)

             

Argentina and Brazil (AngloGold Ashanti Córrego do Sitío Mineração, Cerro Vanguardia and Serra Grande) (5)

             

Ghana and Guinea (Iduapriem, Obuasi and Siguiri) (6)

             

South Africa (Great Noligwa, Kopanang, Moab Khotsong, Mponeng, Savuka, TauTona, Corporate and Other) (7)

   48     48     41   
  

 

 

 
   64     64     53   
  

 

 

 

Contributions to the various retirement schemes are fully expensed during the year.

      
                                       

 

 
  

2012 

$

  

2011 

$

  

2010 

$

 

 

 

South Africa (1)

  46    48    48  

Continental Africa (2)

   

Ghana

  10        

Guinea

         

Namibia

         

Tanzania

         

Australasia (3)

         

Americas (4)

   

United States of America

         

Brazil

         

Argentina

         

Colombia

         
 

 

 

 
  69    64    64  
 

 

 

 

Contributions to the various retirement schemes are fully expensed during the year.

   

 

 (1) 

Contributions areSouth Africa

AngloGold Ashanti Limited’s operations in South Africa (Great Noligwa, Kopanang, Moab Khotsong, Mponeng, Savuka, TauTona, First Uranium SA, Corporate and Other) contribute to various approved superannuation funds for the provision of benefits toindustry-based pension and provident retirement plans which cover substantially all employees and their dependants on retirement, disability or death. The fund is a multi-industry national fund withare defined contribution arrangements. Contribution rates byplans. These plans are all funded and the operation on behalfassets of employees varies, with minimum contributions meeting compliance requirements under the Superannuation Guarantee legislation. The contributions byschemes are held in administrated funds separately from the operation are legally enforceable to the extent required by the Superannuation Guarantee legislation and relevant employment agreements.group’s assets.

 

 (2) 

NavachabContinental Africa

AngloGold Ashanti Limited’s mines in Ghana (Iduapriem and Obuasi) contribute to provident plans for their employees which are defined contribution plans. The funds are administered by Boards of Trustees and invest mainly in Ghana government treasury instruments, fixed term deposits and other investments.

AngloGold Ashanti Limited’s mine in Guinea (Siguiri) contributes to provident plans for their employees which are defined contribution plans. The funds are administered by Boards of Trustees and invest mainly in Guinea government treasury instruments, fixed term deposits and other investments.

At AngloGold Ashanti Limited’s mine in Namibia (Navachab) the employees are members of a defined contribution provident fund. The fund is administered by the Old Mutual Life Assurance Company (Namibia) Limited. Both the Company and the employees contribute to this fund.

 

 (3)

GeitaAngloGold Ashanti Limited’s mine in Tanzania (Geita) does not have a retirement scheme for employees. Tanzanian nationals contribute to the National Social Security Fund (“NSSF”) or the Parastatal Provident Fund (“PPF”), depending on the employee’s choice, and the Company also makes a contribution on the employee’s behalf to the same fund. On leaving the Company,group, employees may withdraw their contribution from the fund. From July 2005, the Company has set up a supplemental provident fund which is administered by the PPF with membership available to permanent national employees on a voluntary basis. The Company makes no contribution towards any retirement schemes for contracted expatriate employees. The Company contributes to the NSSF on behalf of expatriate employees. On termination of employment the Company may apply for a refund of contributions from the NSSF. The NSSF also administers this fund.

(3)

Australasia

AngloGold Ashanti Limited’s mines in Australia (Sunrise Dam and Tropicana) contribute to various approved superannuation funds for the provision of benefits to employees and their dependants on retirement, disability or death. The fund is a multi-industry national fund with defined contribution arrangements. Contribution rates by the operation on behalf of employees varies, with minimum contributions meeting compliance requirements under the Superannuation Guarantee legislation. The contributions by the operations are legally enforceable to the extent required by the Superannuation Guarantee legislation and relevant employment agreements.

F - 80


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

25.

PROVISION FOR PENSION AND OTHER POST-RETIREMENT MEDICAL BENEFITS(continued)

Defined contribution funds (continued)

 

 (4) 

Americas

AngloGold Ashanti USALimited’s mine in North America (Cripple Creek & Victor) sponsors a 401(k) savings plan whereby employees may contribute up to 60 percent of their salary, of which up to 5 percent is matched at a rate of 150 percent by AngloGold Ashanti Limited USA.

 

 (5)

AngloGold Ashanti Limited’s mines in South America operatesBrazil (AngloGold Ashanti Córrego do Sitío Mineração and Serra Grande) operate defined contribution arrangements for itstheir employees. These arrangements are funded by the operations (basic plan) and operations/employees (optional supplementary plan). A PGBL (“Plano Gerador de Beneficio Livre”Benefício Livre (“PGBL”) fund, similar to the American 401 (k)401(k) type of plan was started in December 2001. Administered by Bradesco PrevidenciaPrevidência e Seguros (which assumes the risk for any eventual actuarial liabilities), this is the only private pension plan sponsored by the Companygroup.

AngloGold Ashanti Limited’s mine in Brazil.Argentina (Cerro Vanguardia) does not have a retirement scheme for employees. Argentine nationals contribute to the obligatory RegimenRégimen Previsional Público fund which is administered by the state through the National Administrators of the Social Security (“ANSES”). Employees in Argentina contribute 11 percent of their salaries towards the RegimenRégimen Previsional Público fund and the Company makes a contribution of 17 percent of an employee’s salary to the same fund.

 

 (6)

The Company’s minesAngloGold Ashanti Limited’s operations in Ghana and Guinea contribute to provident plans for their employees which areColombia offer an optional defined contribution plans.plan to their employees. The funds are administered by Boardsemployees can contribute up to 10 percent of Trustees and invested mainly in Ghana and Guinea government treasury instruments, fixed term deposits and other investments.

(7)

South Africa contributes to various industry-based pension and provident retirement plans which cover substantially all employees and are defined contribution plans. These plans are all fundedtheir salary and the assetsCompany contributes 50 percent of this amount. On termination of employment the schemes are held in administrated funds separatelyparticipant may apply to withdraw from the Company’s assets.fund.

 

F - 7781


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

26.

SEGMENT AND GEOGRAPHICAL INFORMATION

The Company produces gold as its primary product and does not have distinct divisional segments in terms of principal business activity, but manages its business on the basis of different geographic segments. This information is consistent with the information used by the Company’s Chief Operating Decision Maker, defined as the Executive Management team,Committee, in evaluating operating performance of, and making resource allocation decisions among operations.decisions.

 

000,000,000000,000,000000,000,000                                                            

 

 
Business segment data  Year ended December 31 
 Year ended December 31 
  

 

 

  

 

 

 
  

2011 

$

   

2010 

$

   

2009 

$

  

2012 

$

 

2011 

$

 

2010 

$

 

 

 

Revenues

         

Revenues from product sales:

         

South Africa

   2,561     875     1,374    2,013    2,561    875  

Continental Africa

   2,529     1,038     1,242    2,609    2,529    1,038  

Australasia

   385     206     291    426    385    206  

Americas

   1,487     571     692    1,656    1,487    571  
  

 

 

  

 

 

 
   6,962     2,690     3,599    6,704    6,962    2,690  

Less: Equity method investments included above

   (392)     (331)     (358)    (351)    (392)    (331)  

Plus: Loss on realized non-hedge derivatives included above

        2,975     543          2,975  
  

 

 

  

 

 

 

Total revenues from product sales

   6,570     5,334     3,784    6,353    6,570    5,334  
  

 

 

  

 

 

 

Depreciation and amortization expense

         

South Africa

   360     357     281    318    360    357  

Continental Africa

   223     185     207    233    223    185  

Australasia

   42     35     38    36    42    35  

Americas

   173     152     111    217    173    152  
  

 

 

  

 

 

 
   798     729     637    804    798    729  

Less: Equity method investments included above

   (9)     (9)     (22)    (10)    (9)    (9)  
  

 

 

  

 

 

 

Total depreciation and amortization expense

   789     720     615    794    789    720  
  

 

 

  

 

 

 

 

F - 7882


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

26.

SEGMENT AND GEOGRAPHICAL INFORMATION(continued)

000,000,000000,000,000000,000,000

 

 
Business segment data              Year ended December 31              
  

 

 

 
   

2011 

$

   

2010 

$

   

2009 

$

 

 

 

Segment income/(loss)

      

South Africa

   1,021     675     574  

Continental Africa

   941     493     199  

Australasia

   38     158     (15)  

Americas

   751     508     335  

Other, including Corporate and Non-gold producing subsidiaries

   (192)     (179)     (133)  
  

 

 

 

Total segment income

   2,559     1,655     960  
  

 

 

 
The following are included in segment income/(loss):      

Interest revenue

      

South Africa

   28     27     30  

Continental Africa

   14          

Australasia

           12  

Americas

       10      

Other, including Corporate and Non-gold producing subsidiaries

            
  

 

 

 

Total interest revenue

   52     43     54  
  

 

 

 

Interest expense

      

South Africa

            

Continental Africa

            

Australasia

             

Americas

           12  

Other, including Corporate and Non-gold producing subsidiaries

   169     133     101  
  

 

 

 

Total interest expense

   178     151     123  
  

 

 

 

Equity (loss)/income in associates

      

South Africa

   (2)     (1)     (2)  

Continental Africa

   89     69     102  

Other, including Corporate and Non-gold producing subsidiaries

   (28)     (28)     (12)  
  

 

 

 

Total equity income in associates

   59     40     88  
  

 

 

 
Reconciliation of segment income to Net income/(loss) - attributable to AngloGold Ashanti      

Segment total

   2,559     1,655     960  

Exploration costs

   (279)     (206)     (150)  

General and administrative expenses

   (287)     (228)     (158)  

Market development costs

   (9)     (14)     (10)  

Non-hedge derivative gain/(loss) and movement on bonds

   196     (786)     (1,452)  

Taxation (expense)/benefit

   (705)     (255)     33  

Noncontrolling interests

   (50)     (54)     (48)  
  

 

 

 

Net income/(loss) - attributable to AngloGold Ashanti

   1,425     112     (825)  
  

 

 

 

F - 79


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

26.

SEGMENT AND GEOGRAPHICAL INFORMATION(continued)

 

  Business segment data              Year ended December 31             
   

 

     

2011 

$

  

2010 

$

  

2009 

$

 

 

Segment assets

      
 

South Africa(1)

  2,974   3,370   3,354 
 

Continental Africa

  4,365   4,093   4,055 
 

Australasia

  714   534   496 
 

Americas

  2,527   2,170   2,012 
 

Other, including Corporate, and Non-gold producing subsidiaries

  605   221   745 
   

 

 

Total segment assets

  11,185   10,388   10,662 
   

 

(1)

 

Includes the following which have been classified as assets held for sale:

 

 

Rand Refinery Limited

      
 

ISS International Limited

    15   
 

Tau Lekoa

      73 
 

ISS International Limited was classified as held for sale in 2010. The sale was concluded effective February 28, 2011.

 

Expenditure for additions to long-lived assets

      
 

South Africa

  549   430   395 
 

Continental Africa

  418   232   196 
 

Australasia

  102   40   177 
 

Americas

  452   309   257 
 

Other, including Corporate and Non-gold producing subsidiaries

      
   

 

   1,527   1,015   1,027 
 

Less: Equity method investments included above

  (88)  (42)  (8)
   

 

 

Total expenditure for additions to long-lived assets

  1,439   973   1,019 
   

 

 

Geographical area data

      
 

Total revenues

      
 

South Africa

  2,596   899   1,395 
 

Continental Africa

  2,529   1,043   1,243 
 

Australasia

  389   208   308 
 

Americas

  1,499   573   691 
 

Other, including Corporate and Non-gold producing subsidiaries

  17   37   129 
   

 

   7,030   2,760   3,766 
 

Less: Equity method investments included above

  (388)  (333)  (355)
 

Plus: Loss on realized non-hedge derivatives included above

    2,975   543 
   

 

 

Total revenues

  6,642   5,402   3,954 
   

 

 

Long-lived assets by area

      
 

South Africa

  2,360   2,701   2,393 
 

Continental Africa

  3,544   3,437   3,405 
 

Australasia

  441   373   342 
 

Americas

  2,088   1,808   1,678 
 

Other, including Corporate and Non-gold producing subsidiaries

  121   72   86 
   

 

 

Total long-lived assets

  8,554   8,391   7,904 
   

 

F - 80


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

26.

SEGMENT AND GEOGRAPHICAL INFORMATION(continued)

 

 

Business segment data Year ended December 31
 

 

  

2011 

$

 

2010 

$

 

2009 

$

 

Entity-wide disclosures

   

Revenues(1)

   

South Africa

 2,561  2,207  1,665 

Ghana

 802  566  513 

Tanzania

 753   

Brazil

 767  599  437 
                                                            

 

 
              Year ended December 31              
 

 

 

 
  

2012 

$

  

2011 

$

  

2010 

$

 

 

 

Segment income/(loss)

   

South Africa

  577    1,021    675  

Continental Africa

  526    941    493  

Australasia

  82    38    158  

Americas

  688    751    508  

Other, including Corporate and Non-gold producing subsidiaries

  (253)    (192)    (179)  
 

 

 

 

Total segment income

  1,620    2,559    1,655  
 

 

 

 
The following are included in segment income/(loss):   

Interest revenue

   

South Africa

  21    28    27  

Continental Africa

     14     

Australasia

         

Americas

  10       10  

Other, including Corporate and Non-gold producing subsidiaries

         
 

 

 

 

Total interest revenue

  43    52    43  
 

 

 

 

Interest expense

   

South Africa

         

Continental Africa

         

Australasia

         

Americas

         

Other, including Corporate and Non-gold producing subsidiaries

  197    169    133  
 

 

 

 

Total interest expense

  213    178    151  
 

 

 

 

Equity (loss)/income in associates

   

South Africa

  (2)    (2)    (1)  

Continental Africa

  66    89    69  

Americas

  (12)        

Other, including Corporate and Non-gold producing subsidiaries

  (75)    (28)    (28)  
 

 

 

 

Total equity (loss)/income in associates

  (23)    59    40  
 

 

 

 
Reconciliation of segment income to Net income - attributable to AngloGold Ashanti   

Segment total

  1,620    2,559    1,655  

Exploration costs

  (388)    (279)    (206)  

General and administrative expenses

  (299)    (287)    (228)  

Market development costs

  (10)    (9)    (14)  

Non-hedge derivative gain/(loss) and movement on bonds

  265    196    (786)  

Taxation expense

  (340)    (705)    (255)  

Noncontrolling interests

  (19)    (50)    (54)  
 

 

 

 

Net income - attributable to AngloGold Ashanti

  829    1,425    112  
 

 

 

 

F - 83


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

26.

SEGMENT AND GEOGRAPHICAL INFORMATION(continued)

 

                 Year ended December 31             
   

 

     

2012 

$

  

2011 

$

  

2010 

$

 

 

Segment assets

      
 

South Africa(1)(2)

  3,570   2,974   3,370 
 

Continental Africa

  4,752   4,365   4,093 
 

Australasia

  1,007   714   534 
 

Americas

  2,894   2,527   2,170 
 

Other, including Corporate, and Non-gold producing subsidiaries

  879   605   221 
   

 

 

Total segment assets

  13,102   11,185   10,388 
   

 

(1)

 

Includes the following which have been classified as assets held for sale:

 

 

Rand Refinery Limited

      
 

ISS International Limited

      15 
 

On December 3, 2012, the Company disposed of a 5 percent stake in Rand Refinery Limited reducing its shareholding to 48.03 percent.

 

ISS International Limited was classified as held for sale in 2010. The sale was concluded effective February 28, 2011.

(2)

 

Includes the assets of First Uranium (Pty) Limited acquired on July 20, 2012.

 

Expenditure for additions to long-lived assets

      
 

South Africa

  619   549   430 
 

Continental Africa

  712   418   232 
 

Australasia

  355   102   40 
 

Americas

  382   452   309 
 

Other, including Corporate and Non-gold producing subsidiaries

  86     
   

 

   2,154   1,527   1,015 
 

Less: Equity method investments included above

  (303)  (88)  (42)
   

 

 

Total expenditure for additions to long-lived assets

  1,851   1,439   973 
   

 

 

Geographical area data

      
 

Total revenues

      
 

South Africa

  2,056   2,596   899 
 

Continental Africa

  2,617   2,529   1,043 
 

Australasia

  430   389   208 
 

Americas

  1,658   1,499   573 
 

Other, including Corporate and Non-gold producing subsidiaries

  20   17   37 
   

 

   6,781   7,030   2,760 
 

Less: Equity method investments included above

  (353)  (388)  (333)
 

Plus: Loss on realized non-hedge derivatives included above

      2,975 
   

 

 

Total revenues

  6,428   6,642   5,402 
   

 

 

Long-lived assets by area

      
 

South Africa

  3,164   2,360   2,701 
 

Continental Africa

  3,747   3,544   3,437 
 

Australasia

  786   441   373 
 

Americas

  2,316   2,088   1,808 
 

Other, including Corporate and Non-gold producing subsidiaries

  299   121   72 
   

 

 

Total long-lived assets

  10,312   8,554   8,391 
   

 

F - 84


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

26.

SEGMENT AND GEOGRAPHICAL INFORMATION(continued)

 

  Year ended December 31
 

 

  

2012 

$

 

2011 

$

 

2010 

$

 

Entity-wide disclosures

   

Revenues(1)

   

South Africa

 2,013  2,561  2,207 

Ghana

 772  802  566 

Tanzania

 906  753  

Brazil

 851  767  599 

 

 (1) 

  Material revenues are attributed to countries based on location of production.

 

Long-lived assets(2)

      

South Africa

 2,151  2,458  2,176  2,913  2,151  2,458 

Ghana

 2,034  1,924  1,887  1,921  2,034  1,924 

United States of America

 810  719  671  917  810  719 

Brazil

 950  768  689  988  950  768 

 

 (2) 

  Material long-lived assets excluding goodwill and other intangibles, financial instruments and deferred taxation assets.

 

F - 8185


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

27.

ANGLOGOLD LIMITED SHARE INCENTIVE SCHEME AND PLANS

Employee share incentive scheme

At a general meeting held on June 4, 1998, shareholders approved the introduction of the AngloGold Limited Share Incentive Scheme (“Share Incentive Scheme”) for the purpose of providing an incentive to executive directors and senior employees of the Company and its subsidiaries to identify themselves more closely with the fortunes of the Company and also to promote the retention of such employees by giving them an opportunity to acquire shares in the Company. Employees participate in the scheme to the extent that they are granted options and accept them.

At a general meeting held on April 30, 2002, it was approved that the rules of the Share Incentive Scheme be amended to provide for the exercise of options to be based on conditions, related to the performance of the Company, as determined by the directors and which will be objective and specified. An employee would only be able to exercise his options after the date upon which he has received written notification from the directors that the previously specified performance conditions have been fulfilled or waived. The options granted prior to May 1, 2002 remained subject to the conditions under which they were granted. Although there are no automatically convertible unsecured debentures currently in issue under the rules of the Share Incentive Scheme, consequential amendments were approved to the rules of the scheme which effectively made the conversion of debentures subject to the same terms as the exercise of options.

At the annual general meeting held on May 7, 2010, shareholders authorized that 17,000,000 shares may be allocated for the purposes of the scheme. The maximum aggregate number of shares which may be acquired by any one participant in the scheme is 5 percent of the shares attributable to the scheme or 850,000 ordinary shares per employee could be issued in aggregate (2010:(2011: 850,000).

Ordinary shares issued in terms of the Share Incentive Scheme shall, subject to the provisions of the Share Incentive Scheme, rankpari passu with issued shares in all respects, including participation in dividends.

Non-executive directors are not eligible for participation in the Share Incentive Scheme.

Total plan employee costs

On December 31, 2011,2012, the Company had sixfour stock based compensation plans which are described below.

Total compensation cost charged against income for these plans were as follows:

 

    

2011 

$

     

2010 

$

     

2009 

$

 

Compensation cost recognized

   54 (1)      59        41  
    

2012 

$

   

2011 

$

  

2010 

$

 

Compensation cost recognized

   66    54 (1)   59  

 

 (1) 

ExcludesExcluded $7 million relating to the Black economic empowerment transaction restructuring costs for Izingwe during 2011 (see Note 5).

At the year end, the unallocated balance of shares subject to the Share Incentive Scheme amounted to 10,075,485 (2010: 11,398,904)8,528,097 (2011: 10,075,485).

 

F - 8286


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

27.

ANGLOGOLD LIMITED SHARE INCENTIVE SCHEME AND PLANS(continued)

 

Options

An option may only be granted to an employee to purchase a certain number of shares, specified by the directors, at the option price payable in accordance with the rules of the Share Incentive Scheme.

The Share Incentive Scheme provides for the granting of options based on two separate criteria:

 

 Ÿ 

Time related options

Time related options may be exercised over a five year period from date of grant, and may be exercised in tranches of 20 percent each in years 2, 3 and 4 and 40 percent in year five.

No further options will be granted under this plan which terminated on February 1, 2012, being the date on which the last options granted under this plan could have been, exercised or expired.

A summary of time related options showing movement from the beginning of the year to the end of the year, is presented below:

      

Options

(000)

  

Weighted- 

average 

exercise price 

Outstanding at January 1, 2011

     1  194 

Exercised

     (1 194 

Outstanding at December 31, 2011

     -   

Exercisable at December 31, 2011

     -   

A summary of the salient features of the time related options is presented below:

 

  2011      2010      2009   2012    2011  2010 

Total intrinsic value of options outstanding at period end (R millions)

   -       -  (1)      5    -    -   -  (1) 

Intrinsic value of options exercised (R millions)

   -  (1)      5       15    -    -  (1)   5 

Weighted average remaining contractual term (years)

   -       1       1    -    -  ��1 

 

 (1) 

Less than R1 million.

There was no income statement charge for 2012, 2011 2010 and 2009,2010, as the total compensation cost was expensed up to date of vesting in 2007.

 

F - 8387


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

27.

ANGLOGOLD LIMITED SHARE INCENTIVE SCHEME AND PLANS(continued)

 

 Ÿ 

Performance related options

Performance related options granted vest in full, three years after date of grant, provided that the conditions on which the options were granted, namely related to the performance of the Company (growth in an adjusted earnings per share) as determined by the directors, are met. If the performance conditions are not met at the end of the first three year period, then performance is re-tested each year over the ten year life of the option on a rolling three year basis. Options are normally exercisable, subject to satisfaction of the performance conditions, between three and ten years from date of grant.

The performance related options’ compensation expense is fixed at grant date and recorded when it is probable that the performance criteria will be met.

No further performance related options will be granted and all options granted hereunder will terminate on November 1, 2014, being the date on which the last options granted under these criteria may be exercised or will expire.

A summary of performance related options showing movement from the beginning of the year to the end of the year, is presented below:

 

 

     Options 
(000) 
      

Weighted- 

average 

exercise 

price 

Outstanding at January 1, 2011

    392       242 

Exercised

    (221)     249 

Forfeited (terminations)

          

Outstanding at December 31, 2011

    171       232 

Exercisable at December 31, 2011

    171      232 

 

     Options 
(000) 
      

Weighted- 

average 

exercise 

price 

Outstanding at January 1, 2012

    171       232 

Exercised

    (47)     224 

Forfeited (terminations)

    (31)      295 

Outstanding at December 31, 2012

    93       220 

Exercisable at December 31, 2012

    93      220 

A summary of the salient features of the performance related options is presented below:

 

  2011   2010    2009   2012   2011    2010 

Total intrinsic value of options outstanding at period end (R millions)

   19   33    42    4   19    33 

Intrinsic value of options exercised (R millions)

   17   17    49    3   17    17 

Weighted average remaining contractual term (years)

   2   3       2   2    

All options which have not been exercised within ten years from the date on which they were granted automatically expire.

There was no income statement charge for 2012, 2011 2010 and 2009,2010, as the total compensation cost was expensed up to date of vesting in 2007.

During 2011,2012, a total of 221,42947,107 common shares were issued under the share incentive scheme in terms of time-based and performance awards.

As at December 31, 2011,2012, there was no unrecognized compensation cost related to unvested stock options.

 

F - 8488


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

27.

ANGLOGOLD LIMITED SHARE INCENTIVE SCHEME AND PLANS(continued)

 

The weighted average of all options outstanding as at December 31, 2011,2012, is as follows:

 

   

Range of exercise

prices

R

  

Quantity of options
within range

(000)

  

Weighted average

exercise price

R

  

Weighted average

contractual life

Years

 
  144 – 211    28     194    2.0 
  212 – 300    143     243    1.5 
       171 (1)   235    1.6 
   

Range of exercise

prices

R

  

Quantity of options

within range

(000)

  

Weighted average

exercise price

R

  

Weighted average

contractual life

Years

 
  144 – 211    16   194    1.83 
  212 – 300    77   226    1.83 
       93 (1)   220    1.83 

(1)Represents performance related options outstanding.

No options expired during the year ended December 31, 2011.2012.

Since December 31, 20112012 to and including March 31, 2012, 9,8472013, 370 options (granted in respect of performance related options) have been exercised.

Bonus Share Plan (“BSP”) and Long-Term Incentive Plan (“LTIP”)

At the annual general meeting held on April 29, 2005, shareholders approved the introduction of the BSP and LTIP and the discontinuation of the previous share incentive scheme. Options granted under the previous share incentive scheme will remain subject to the conditions under which they were originally granted.

Bonus Share Plan (“BSP”)

The BSP is intended to provide effective incentives to eligible employees. An eligible employee is one who devotes substantially the whole of his working time to the business of the Company, any subsidiary of the Company or a company under the control of AngloGold Ashanti.Ashanti unless the board of directors (“the board”) excludes such a company. An award in terms of the BSP may be made at any date at the discretion of the board, the only vesting condition being three years’ service for awards granted prior to 2008. For all BSP awards granted from 2008, 40 percent will vest after one year and the remaining 60 percent will vest after two years. An additional 20 percent of the original award will be granted to employees if the full award remains unexercised after three years. The board is required to determine a BSP award value and this will be converted to a share amount based on the closing price of the Company shares on the JSE on the last business day prior to the date of grant.

During 20112012 a total of 466,849558,042 common shares were issued in terms of the BSP rules.

For awards made, the following information is presented:

 

Award date (unvested awards and awards vested
during the year)
  2011    2010    2009   2008   2012    2011    2010    2009  
Calculated fair value (R per share)   340.00     280.90    293.99   267.05    328.59     340.00     280.90     293.99  
Vesting date (40%)   February 21, 2012     February 24, 2011    February 18, 2010  January 1, 2009   February 21, 2013     February 21, 2012     February 24, 2011     February 18, 2010  
Vesting date (60%)   February 21, 2013     February 24, 2012    February 18, 2011  January 1, 2010   February 21, 2014     February 21, 2013     February 24, 2012     February 18, 2011  
Vesting date (conditional 20%)   February 21, 2014     February 24, 2013    February 18, 2012  January 1, 2011   February 21, 2015     February 21, 2014     February 24, 2013     February 18, 2012  
Expiry date   February 20, 2021     February 23, 2020    February 17, 2019  December 31, 2017   February 20, 2022     February 20, 2021     February 23, 2020     February 17, 2019  

 

F - 8589


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

27.

ANGLOGOLD LIMITED SHARE INCENTIVE SCHEME AND PLANS(continued)

 

A summary of time related equity settled compensation scheme showing movement from the beginning of the year to the end of the year, is presented below:

 

   

                Awards

(000)

Outstanding at January 1, 20112012

 1,5521,825 

Granted

 821993 

Exercised

 (467)(558)

Forfeited (terminations)

 (81)(104)
 

 

Outstanding at December 31, 20112012

 1,8252,156 
 

 

Exercisable at December 31, 20112012

 681881 
 

 

BSP awards are issued with no exercise price.

A summary of the salient features of the BSP is presented below:

 

  2011                2010                2009   2012                2011                2010 
Total intrinsic value of awards outstanding at period end (R millions)   627    508    397    566    627    508 

Intrinsic value of awards exercised (R millions)

   153    146    75    163    153    146 

Weighted average remaining contractual term (years)

   6    7    7    6    6    7 

Long-Term Incentive Plan (“LTIP”)

The LTIP is an equity settled share-based payment arrangement, intended to provide effective incentives for executives to earn shares in the Company based on the achievement of stretched Company performance conditions. Participation in the LTIP will beis offered to executive directors, executive officers/management and selected members of senior management. An award in terms of the LTIP may be granted at any date during the year that the board of the Company determine and may even occur more than once a year. The board is required to determine an LTIP award value and this will be converted to a share amount based on the closing price of the Company shares on the JSE on the last business day prior to the date of grant.

The main performance conditions in terms of the LTIP issued in 2008, 2009, 2010, 2011 and 20112012 are:

 Ÿ 

up to 30 percent of an award will be determined by the performance of total shareholder returns compared with that of a group of comparative gold-producing companies;

 Ÿ 

up to 30 percent of an award will be determined by real growth (above US inflation) in adjusted earnings per share over the performance period;

 Ÿ 

up to 40 percent of an award will be dependent on the achievement of strategic performance measures which will be set by the Remuneration Committee; and

 Ÿ 

three-year’s service is required.

During 2011,2012, a total of 201,315340,492 common shares were issued in terms of the LTIP rules.

 

F - 8690


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

27.

ANGLOGOLD LIMITED SHARE INCENTIVE SCHEME AND PLANS(continued)

 

For awards made, the following information is presented:

 

Award date (unvested awards and awards
vested during the year)
  2011   2010   2009   2008   2012   2011   2010   2009 
Calculated fair value (Rand per share)  340.00   280.90   293.99   267.05   328.59   340.00   280.90   293.99 
Vesting date  February 21, 2014  February 24, 2013  February 18, 2012  January 1, 2011  February 21, 2015  February 21, 2014  February 24, 2013  February 18, 2012
Expiry date  February 20, 2021  February 23, 2020  February 17, 2019  December 31, 2017  February 20, 2022  February 20, 2021  February 23, 2020  February 17, 2019

A summary of time and performance related equity settled compensation scheme showing movement from the beginning of the year to the end of the year, is presented below:

 

   

Awards

(000)

Outstanding at January 1, 20112012 1,6001,982 
Granted 686983 
Exercised (201)(340)
Forfeited (terminations) (103)(294)
 

 

Outstanding at December 31, 2011

2012
 1,9822,331 
 

 

Exercisable at December 31, 2011

2012
 242251 
 

 

LTIP awards are issued with no exercise price.

 

A summary of the salient features of the LTIP is presented below:

 

 2011 2010 2009  2012 2011 2010 
Total intrinsic value of awards outstanding at period end (R millions) 681 522 387  611 681 522 
Intrinsic value of awards exercised (R millions) 66 26 22  99 66 26 
Weighted average remaining contractual term (years) 6 7  6 6 
   

Compensation expense related to BSP and LTIP awards recognized ($ millions) 42 45 27  58 42 45 
As at December 31, the unrecognized compensation cost related to unvested awards of the BSP and LTIP plans amounted to ($ millions) 27 23 18  43 27 23 
Unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately (years) 2 2  2 2 

 

F - 8791


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

27.

ANGLOGOLD LIMITED SHARE INCENTIVE SCHEME AND PLANS(continued)

 

Employee Share Ownership Plan (“ESOP”)

On December 12, 2006, AngloGold Ashanti announced the finalization of the Bokamoso Employee Share Ownership Plan (Bokamoso ESOP) for employees of the South African operations. The Bokamoso ESOP creates an opportunity for AngloGold Ashanti and the unions to ensure a closer alignment of the interest between South African based employees and the Company. Participation is restricted to those employees not eligible for participation in any other South African share incentive plan.

In order to facilitate these transactions the Company established a trust to acquire and administer the ESOP shares. AngloGold Ashanti allotted and issued free ordinary shares to the trust and also created, allotted and issued E ordinary shares to the trust for the benefit of employees. The Company also undertook an empowerment transaction with a Black Economic Empowerment investment vehicle, Izingwe Holdings (Proprietary) Limited (“Izingwe”) during 2006 and created, allotted and issued E ordinary shares to Izingwe. The key terms of the E ordinary share are:

 

 Ÿ 

AngloGold Ashanti will havehas the right to cancel the E ordinary shares, or a portion of them, in accordance with the ESOP and Izingwe cancellation formula, respectively;

 Ÿ 

the E ordinary shares will not be listed;

 Ÿ 

the E ordinary shares which are not cancelled will be converted into ordinary shares; and

 Ÿ 

the E ordinary shares will each be entitled to receive a cash dividend equal to one-half of the dividend per ordinary share declared by the Company from time to time and a further one-half is included in the calculation of the strike price.

On April 14, 2011, AngloGold Ashanti Limited, NUM, Solidarity, UASA, Izingwe and the Bokamoso ESOP Board of Trustees announced the restructuring of the empowerment transactions concluded between the Company and the unions, and the Company and Izingwe respectively in 2006.

This restructuring was motivated by the fact that share price performance that since the onset of the 2008 global financial crisis led to a situation where the first two tranches of E ordinary shares vested and lapsed at no additional value to Bokamoso ESOP beneficiaries and Izingwe.

In order to remedy this situation in a manner that would ensure an element of value accruing to participants, though at a reasonable incremental cost to AngloGold Ashanti Limited shareholders, the scheme was restructured as follows:

 

 Ÿ 

all lapsed E ordinary shares that vested without value were reinstated;

 Ÿ 

the strike (base) price was fixed at R320.00 per share for the Bokamoso ESOP and R330.00 for Izingwe;

 Ÿ 

the notional interest charge that formed part of the original cancellation formula fell away;

 Ÿ 

as before, 50 percent of any dividends declared was used to reduce the strike price;

 Ÿ 

as before, the remaining 50 percent is paid directly to participants under the empowerment transaction; and

 Ÿ 

the life span of the scheme was extended by an additional year, the last vesting being in 2014, instead of 2013. A minimum payout on vesting of the E ordinary shares has been set at R40.00 each and a maximum payout of R70.00 each per E ordinary share for Izingwe and R90.00 each for members of the Bokamoso ESOP (i.e. employees), including the impact of the 50 percent of dividend flow. While the floor price provides certainty to all beneficiaries of the empowerment transactions, the creation of a ceiling serves to limit the cost to AngloGold Ashanti Limited and its shareholders.

The total incremental fair value of awards granted was R29.14 per share and will be included in earnings up to the vesting date in 2014. The Company recorded a charge of $12 million (2010: $nil million)in 2011 to earnings during the year as a result of the restructuring.

 

F - 8892


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

27.

ANGLOGOLD LIMITED SHARE INCENTIVE SCHEME AND PLANS(continued)

 

The award of free ordinary shares to employees

The fair value of each free ordinary share awarded in 2011 was R306.99 (2008: R188, 2007: R306 and 2006: R320). The fair value is equal to the market value at the date-of-grant. Dividends declared and paid to the trust will accrue and be paid to ESOP members, pro rata to the number of shares allocated to them. An equal number of shares vests from 2009, and each subsequent year up to expiry date of November 1, 2013.

A summary of time related equity settled compensation scheme showing movement from the beginning of the year to the end of the year, is presented below:

 

   

Awards

(000)

Outstanding at January 1, 20112012

 435 

Granted

49327 

Reallocated

 1610 

Exercised

 (157)(172)

Forfeited (terminations)

 (16)(10)
 

 

Outstanding at December 31, 20112012

 327155 
 

 

Exercisable at December 31, 20112012

 
 

 

A summary of the salient features of the award of free ordinary shares under ESOP to employees is presented below:

 

 2011 2010 2009  2012 2011 2010 

Total intrinsic value of awards outstanding at period end (R millions)

  112  142 204   41  112 142 

Intrinsic value of awards exercised (R millions)

  51  72 58   50  51 72 

Weighted average remaining contractual term (years)

  1  1   1  1 

 

F - 8993


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

27.

ANGLOGOLD LIMITED SHARE INCENTIVE SCHEME AND PLANS(continued)

 

The award of E ordinary shares to the employees:

Before the restructuring of the ESOP scheme during April 2011, the average fair value of the E ordinary shares awarded to employees in 2008 was R13 (2007: R79 and 2006: R105) per share. After the restructuring of the scheme the average fair value per share of the E Ordinary shares was R49.57. Dividends declared in respect of the E ordinary shares will firstly be allocated to cover administration expenses of the trust, whereafter it will accrue and be paid to ESOP members, pro rata to the number of shares allocated to them. At each anniversary over a six year period commencing on the third anniversary of the original 2006 award, the Company will cancel the relevant number of E ordinary shares as stipulated by a cancellation formula. Any E ordinary shares remaining in the tranche will be converted to ordinary shares for the benefit of the employees.

The value of each share granted is estimated on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires the input of subjective assumptions, including the expected term of the option award and stock price volatility. These estimates involve inherent uncertainties and the application of management judgment. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those options expected to vest. As a result, if other assumptions had been used, the Company’s recorded compensation expense could have been different from that reported.

The Black-Scholes option-pricing model used the following assumptions, at grant date:

 

   2011 2008 2007 2006

Risk-free interest rate

 6.63% 7.00% 7.00% 7.00%

Dividend yield

 0.99% 1.39% 2.06% 2.30%

Volatility factor of market share price

 33.50% 35.00% 33.00% 36.00%

 

A summary of E ordinary shares, awarded to employees, showing movement from the beginning of the year to the end of the year, is presented below:

 

   

Options

(000)

  Weighted-
average
exercise price
R

Outstanding at January 1, 2011

 1,686  366 

Granted

 769  320 

Reallocated

 62  333 

Forfeited (terminations)

 (62)  333 

Cancelled

 (408)  320 

Converted

 (514)  315 
 

 

 

Outstanding at December 31, 2011

 1,533  315 
 

 

 

Exercisable at December 31, 2011

 -  
 

 

   Options
(000)
  

Weighted-
average
exercise price

R

Outstanding at January 1, 2012

 1,533  315 

Reallocated

 32  313 

Forfeited (terminations)

 (32)  313 

Converted

 (615)  313 
 

 

 

Outstanding at December 31, 2012

 918  313 
 

 

 

Exercisable at December 31, 2012

 -  
 

 

A summary of the salient features of the award of E ordinary shares to employees is presented below:

 

   2011 2010     2009   

Total intrinsic value of awards outstanding at period end (R millions) (1)

 43 -  - 

Intrinsic value of awards exercised (R millions)

 6 -  (2)  -  (2) 

Weighted average remaining contractual term (years)

 1 1     2 
   2012  2011 2010   

Total intrinsic value of options outstanding at period end (R millions) (1)

  31  43 - 

Intrinsic value of options exercised (R millions)

  21  6 -  (2) 

Weighted average remaining contractual term (years)

  1  1 1 

 

 (1) 

The options outstanding at December 31, 2010 and 2009 had no intrinsic value as the share price at year end was lower than the weighted average exercise price.

 (2) 

Less than R1 million.

 

F - 9094


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

27.

ANGLOGOLD LIMITED SHARE INCENTIVE SCHEME AND PLANS(continued)

 

    2011   2010   2009     2012     2011     2010 

Compensation expense related to the ESOP scheme recognized ($ millions)

     12     12     12       8      12      12 

As at December 31, the unrecognized compensation cost related to unvested awards of the ESOP scheme amounted to ($ millions)

     9     8     16       3      9      8 

Unrecognized compensation cost is expected to be recognized over the remaining scheme term (years)

     3     3     4       1      3      3 

Weighted average exercise price is calculated as the initial grant price of R288 plus interest factor less dividend apportionment up to April 2011. After that date the exercise price is calculated at the restructured price of R320 less dividend apportionment.

Cash Settled Share Incentive Scheme

Ghana Employee Share Ownership Plan (“Ghana ESOP”)

A memorandum of understanding was signed with the Ghanaian employees on April 28, 2009 to introduce the Ghana ESOP under defined rules.

In terms of the rules of the scheme, every eligible employee is entitled to 20 AngloGold Ashanti Limited share appreciation rights (“phantom shares”), which will be paid out in four equal tranches, commencing May 2009 and ending in May 2012.

The value of the rights are equal to the value of AngloGold Ashanti Limited American Depositary receipts (“ADR’s”) as listed on the New York Stock Exchange, converted into Ghanaian Cedis at the prevailing US dollar exchange rate.

The share price on the day of issue as of April 29, 2009 was $32.15, whilst the share price used in the payment of the thirdfourth tranche was $49.24$33.55 per share (second(third tranche in 2011: 49.24 per share, second tranche in 2010: $39.50 per share, first tranche in 2009: $28.46 per share).

The award of share appreciation rights to employees

A summary of share appreciation rights showing movement from the beginning of the year to the end of the year, is presented below:

 

   

Number of

rights

(000)

Outstanding at January 1, 20112012

 4924 

Exercised

 (24)

Forfeited (terminations)

 (1)

Reallocated

 

 

Rights outstanding at December 31, 20112012

 24- 
 

 

Rights exercisable at December 31, 20112012

 
 

 

 

    2011    2010      2009      2012  2011  2010  
       $     $     $ $ $ 

Compensation expense related to Ghana ESOP scheme recognized

($ millions)

     (1)           2      -  (1)   -  (1)   2 

The liability recognized in the consolidated balance sheet in respect of unexercised rights was as follows

                     -   1   2 

 

 (1) 

Less than $1 million.

 

F - 9195


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

28.

SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION

AngloGold Ashanti Holdings plc (“IOMco”), a 100 percent wholly-owned subsidiary of AngloGold Ashanti, has issued debt securities which are fully and unconditionally guaranteed by AngloGold Ashanti Limited (being the “Guarantor”). See Note 18 and Note 20. IOMco is an Isle of Man registered company that holds certain of AngloGold Ashanti’s operations and assets located outside South Africa (excluding certain operations and assets in the United States of America and Namibia). The following is condensed consolidating financial information for the Company as of December 31, 20112012 and 20102011 and for the years ended December 31, 2012, 2011 2010 and 2009,2010, with a separate column for each of AngloGold Ashanti Limited as Guarantor, IOMco as Issuer and the other subsidiaries of the Company combined (the “Non-Guarantor Subsidiaries”). For the purposes of the condensed consolidating financial information, the Company carries its investments under the equity method. The following supplemental condensed consolidating financial information should be read in conjunction with the Company’s consolidated financial statements.

 

F - 92


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

28.

SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION(continued)

ANGLOGOLD ASHANTI LIMITED

Condensed consolidating statements of income

FOR THE YEAR ENDED DECEMBER 31,

(In millions)

 

 
  2011    2011    2011    2011    2011  
  $   $   $   $   $ 
  AngloGold Ashanti   IOMco   Other subsidiaries   

          Consolidation
adjustments

 

   Total 

 

 
  (the “Guarantor”)   (the “Issuer”)   (the “Non-Guarantor
Subsidiaries”)
         

Sales and other income

 2,709     4,108   (176)  6,642  

Product sales

 2,561     4,009     6,570  

Interest, dividends and other

 148     99   (176)  72  

Costs and expenses

 2,417   99   1,453   552   4,521  

Production costs

 1,115     1,862     2,977  

Exploration costs

 19   18   242     279  

Related party transactions

 (12)        (12) 

General and administrative expenses/(recoveries)

 249   27   32   (21)  287  

Royalties paid

 73     120     193  

Market development costs

          

Depreciation, depletion and amortization

 354     435     789  

Impairment of assets

 14         17  

Interest expense

   69   104     178  

Accretion expense

 12     16     28  

Employment severance costs

         15  

Loss/(profit) on sale of assets, realization of loans, indirect taxes and other

 574   (15)  (1,175)  573   (43) 

Non-hedge derivative loss and movement on bonds

     (196)    (196) 
               

Income/(loss) before income tax provision

 292   (98)  2,655   (728)  2,121  

Taxation expense

 (333)  (2)  (370)    (705) 

Equity income /(loss) in associates

 62   (3)      59  

Equity income/(loss) in subsidiaries

 1,465   808     (2,273)   

Income/(loss) from continuing operations

 1,486   705   2,285   (3,001)  1,475  

Preferred stock dividends

 (61)    (61)  122    

Net income/(loss)

 1,425   705   2,224   (2,879)  1,475  

Less: Net income attributable to noncontrolling interests

     (50)    (50) 

 

Net income/(loss) attributable to AngloGold Ashanti

 1,425   705   2,174   (2,879)  1,425  

The accompanying notes are an integral part of these Consolidated Financial Statements.

F - 93


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

28.

SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION(continued)

ANGLOGOLD ASHANTI LIMITED

Condensed consolidating statements of income

FOR THE YEAR ENDED DECEMBER 31,

(In millions)

 

 
  

2010 

$

AngloGold Ashanti

   

2010 

$

IOMco

   

2010 

$

Other subsidiaries

   

2010 

$

         Consolidation
adjustments

 

   

2010 

$

Total

 

 

 
  (the “Guarantor”)   (the “Issuer”)   (the “Non-Guarantor
Subsidiaries”)
         

Sales and other income

 2,348   (2)  3,233   (177)  5,402  

Product sales

 2,207     3,127     5,334  

Interest, dividends and other

 141   (2)  106   (177)  68  

Costs and expenses

 4,130   1,120   2,818   (3,047)  5,021  

Production costs

 1,091     1,565     2,656  

Exploration costs

 14   12   180     206  

Related party transactions

 (15)        (15) 

General and administrative expenses

 164     44   14   228  

Royalties paid

 38     104     142  

Market development costs

         14  

Depreciation, depletion and amortization

 352     368     720  

Impairment of assets

 73     18     91  

Interest expense

   69   75     151  

Accretion expense

 10     12     22  

Employment severance costs

 19         23  

Loss/(profit) on sale of assets, realization of loans, indirect taxes and other

 2,041   1,033   (16)  (3,061)  (3) 

Non-hedge derivative loss and movement on bonds

 329     457     786  
               

(Loss)/income before income tax provision

 (1,782)  (1,122)  415   2,870   381  

Taxation expense

 (1)  (1)  (253)    (255) 

Equity income/(loss) in associates

 63   (23)      40  

Equity income/(loss) in subsidiaries

 1,907   373     (2,280)   

Income/(loss) from continuing operations

 187   (773)  162   590   166  

Preferred stock dividends

 (75)    (76)  151    

Net income/(loss)

 112   (773)  86   741   166  

Less: Net income attributable to noncontrolling interests

     (54)    (54) 

 

Net income/(loss) attributable to AngloGold Ashanti

 112   (773)  32   741   112  

The accompanying notes are an integral part of these Consolidated Financial Statements.

F - 9496


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

28.

SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION(continued)

 

ANGLOGOLD ASHANTI LIMITED

Condensed consolidating statements of income

FOR THE YEAR ENDED DECEMBER 31,

(In millions)

 

   

2009

$
    AngloGold Ashanti

     

2009

$

IOMco

     

2009

$

        Other subsidiaries

     

2009

$
        Consolidation
adjustments

     

2009

$
        Total

 
  (the “Guarantor”)        (the “Issuer”)    (the “Non-Guarantor
Subsidiaries”)
           

Sales and other income

  1,775    (38   2,273    (56   3,954 

Product sales

  1,665    -     2,119    -     3,784 

Interest, dividends and other

  110    (38   154    (56   170 

Costs and expenses

  2,073    625    2,777    (623   4,852 

Production costs

  862    -     1,367    -     2,229 

Exploration costs

  6    14    130    -     150 

Related party transactions

  (18   -     -     -     (18

General and administrative expenses/(recoveries)

  96    (121   149    34    158 

Royalties paid

  -     -     84    -     84 

Market development costs

  5    -     5    -     10 

Depreciation, depletion and amortization

  277    -     338    -     615 

Impairment of assets

  4    -     4    -     8 

Interest expense

  4    67    52    -     123 

Accretion expense

  6    -     11    -     17 

Employment severance costs

  10    -     4    -     14 

Loss/(profit) on sale of assets, realization of loans, indirect taxes and other

  12    665    (10   (657   10 

Non-hedge derivative loss and movement on bonds

  809    -     643    -     1,452 
                        

(Loss)/income before income tax provision

  (298   (663   (504   567    (898

Taxation benefit/(expense)

  112    (2   (77   -     33 

Equity income/(loss) in associates

  98    (10   -     -     88 

Equity (loss)/income in subsidiaries

  (673   (383   -     1,056    -  

(Loss)/income from continuing operations

  (761   (1,058   (581   1,623    (777

Preferred stock dividends

  (64   -     (65   129    -  

Net (loss)/income

  (825   (1,058   (646   1,752    (777

Less: Net income attributable to noncontrolling interests

  -     -     (48   -     (48

 

Net (loss)/income attributable to AngloGold Ashanti

  (825   (1,058   (694   1,752    (825

The accompanying notes are an integral part of these Consolidated Financial Statements.

F - 95


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

28

SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION(continued)

ANGLOGOLD ASHANTI LIMITED

Condensed consolidating balance sheets

AT DECEMBER 31,

(In millions)

   

2011

$

    AngloGold Ashanti

     

2011

$

IOMco

     

2011

$

        Other subsidiaries

     

2011

$
        Consolidation
adjustments

     

2011

$

        Total

 
  (the “Guarantor”)        (the “Issuer”)    (the “Non-Guarantor
Subsidiaries”)
           

ASSETS

         

Current Assets

  833    2,469    3,486    (4,157   2,631 

Cash and cash equivalents

  388    458    266    -     1,112 

Restricted cash

  1    -     34    -     35 

Receivables, inter-group balances and other current assets

  444    2,011    3,186    (4,157   1,484 

Property, plant and equipment, net

  1,940    -     4,183    -     6,123 

Acquired properties, net

  167    -     612    -     779 

Goodwill

  -     -     198    (16   182 

Other intangibles, net

  9    -     22    -     31 

Other long-term inventory

  -     -     31    -     31 

Materials on the leach pad

  -     -     393    -     393 

Other long-term assets and deferred taxation assets

  4,362    3,558    815    (7,720   1,015 

Total assets

  7,311    6,027    9,740    (11,893   11,185 

LIABILITIES AND EQUITY

         

Current liabilities including inter-group balances

  889    1,550    2,992    (4,512   919 

Other non-current liabilities

  49    -     46    (32   63 

Long-term debt

  33    994    1,446    -     2,473 

Derivatives

  -     -     93    -     93 

Deferred taxation liabilities

  641    -     596    5    1,242 

Provision for environmental rehabilitation

  147    -     506    -     653 

Other accrued liabilities

  -     -     35    -     35 

Provision for pension and other post-retirement medical benefits

  170    -     15    -     185 

Commitments and contingencies

  -     -     -     -     -  

Equity

  5,382    3,483    4,011    (7,354   5,522 

Stock issued

  13    5,269    897    (6,166   13 

Additional paid in capital

  8,740    435    219    (654   8,740 

Accumulated deficit

  (2,575   (2,220   (3,521   5,741    (2,575

Accumulated other comprehensive income and reserves

  (796   (1   6,277    (6,276   (796

Total AngloGold Ashanti stockholders’ equity

  5,382    3,483    3,872    (7,355   5,382 

Noncontrolling interests

  -     -     139    1    140 
                        

Total liabilities and equity

  7,311    6,027    9,740    (11,893   11,185 

The accompanying notes are an integral part of these Consolidated Financial Statements.

F - 96


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

28.

SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION(continued)

ANGLOGOLD ASHANTI LIMITED

Condensed consolidating balance sheets

AT DECEMBER 31,

(In millions)

 

 
   

2010 

$

AngloGold Ashanti

      

2010 

$

IOMco

      

2010 

$

Other subsidiaries

      

2010 

$

Consolidation

adjustments

      

2010 

$

Total

 

 

 
   (the “Guarantor”)      (the “Issuer”)      

(the “Non-Guarantor

Subsidiaries”)

               

  ASSETS

                  

  Current Assets

   1,169       2,265       3,869       (5,306)       1,997  

  Cash and cash equivalents

   152       114       309              575  

  Restricted cash

                             10  

  Receivables, inter-group balances and other current assets

   1,016       2,151       3,551       (5,306)       1,412  

  Property, plant and equipment, net

   2,197              3,729              5,926  

  Acquired properties, net

   217              619              836  

  Goodwill

                 197       (17)       180  

  Other intangibles, net

                 17              17  

  Other long-term inventory

                 27              27  

  Materials on the leach pad

                 331              331  

  Other long-term assets and deferred taxation assets

   3,328       736       914       (3,904)       1,074  

  Total assets

   6,911       3,001       9,703       (9,227)       10,388  

  LIABILITIES AND EQUITY

                  

  Current liabilities including inter-group balances

   1,293       1,587       6,116       (7,992)       1,004  

  Other non-current liabilities

   52              71       (54)       69  

  Long-term debt

   39       1,044       1,519              2,602  

  Derivatives

                 176              176  

  Deferred taxation liabilities

   720              471             1,200  

  Provision for environmental rehabilitation

   176              354              530  

  Other accrued liabilities

                 38              38  

  Provision for pension and other post-retirement medical benefits

   165              15              180  

  Commitments and contingencies

                                 

  Equity

   4,466       370       943       (1,190)       4,589  

  Stock issued

   13       4,587       897       (5,484)       13  

  Additional paid in capital

   8,670       363       219       (582)       8,670  

  Accumulated deficit

   (3,869)       (4,580)       (4,350)       8,930       (3,869)  

  Accumulated other comprehensive income and reserves

   (348)              4,055       (4,055)       (348)  

  Total AngloGold Ashanti stockholders’ equity

   4,466       370       821       (1,191)       4,466  

  Noncontrolling interests

                 122             123  
                                 

  Total liabilities and equity

   6,911       3,001       9,703       (9,227)       10,388  

 

 
  2012    2012    2012    2012    2012   
  $   $   $   $   $  
  AngloGold Ashanti   IOMco   Other subsidiaries   

          Consolidation
adjustments

 

   

Total

  

 

 
  (the “Guarantor”)   (the “Issuer”)   (the “Non-Guarantor
Subsidiaries”)
          

Sales and other income

 2,158     4,463   (195)  6,428  

Product sales

 1,972     4,381     6,353  

Interest, dividends and other

 186     82   (195)  75  

Costs and expenses

 2,802   79   3,457   (1,121)  5,217  

Production costs

 1,080     2,102     3,183  

Exploration costs

 19   16   353     388  

Related party transactions

 (14)        (14)  

General and administrative expenses/(recoveries)

 239   (16)  78   (2)  299  

Royalties paid

 25     139     164  

Market development costs

         10  

Depreciation, depletion and amortization

 305     489     794  

Impairment of assets

 57     310     367  

Interest expense

   90   118     213  

Accretion expense

 11     22     33  

Employment severance costs

         10  

Loss/(profit) on sale of assets, realization of loans, indirect taxes and other

 1,065   (12)  101   (1,119)  35  

Non-hedge derivative gain and movement on bonds

     (265)    (265) 
               

(Loss)/income before income tax provision

 (644)  (77)  1,006   926   1,211  

Taxation benefit/(expense)

 40   (5)  (375)    (340) 

Equity (loss)/income in associates

 (27)        (23) 

Equity income/(loss) in subsidiaries

 1,502   360     (1,862)   

Income/(loss) from continuing operations

 871   282   631   (936)  848  

Preferred stock dividends

 (42)    (42)  84    

Net income/(loss)

 829   282   589   (852)  848  

Less: Net income attributable to noncontrolling interests

     (19)    (19) 

 

Net income/(loss) attributable to AngloGold Ashanti

 829   282   570   (852)  829  

 

Comprehensive income

 733   274   622   (879)  750  

Comprehensive income attributable to noncontrolling interests

     (17)    (17) 

Comprehensive income attributable to AngloGold Ashanti

 733   274   605   (879)  733 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

F - 97


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

28.

SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION(continued)

 

ANGLOGOLD ASHANTI LIMITED

Condensed consolidating statements of cash flowsincome

FOR THE YEAR ENDED DECEMBER 31,

(In millions)

 

 

 
   

2011 

$

AngloGold Ashanti

   

2011 

$

IOMco

   

2011 

$

Other subsidiaries

   

2011 

$

Consolidation

adjustments

   

2011 

$

Total

 

 

 
   (the “Guarantor”)   (the “Issuer”)   

(the “Non-Guarantor

Subsidiaries”)

         

 Net cash provided by/(used) in operating activities

   1,158     11     1,503     (122)     2,550  

 Net income/(loss)

   1,425     705     2,224     (2,879)     1,475  

 Reconciled to net cash provided by/(used) in operations:

           

Loss/(profit) on sale of assets, realization of loans, indirect taxes and other

   577     (15)     (1,108)     573     27  

Depreciation, depletion and amortization

   354          435          789  

Impairment of assets

   14                   17  

Deferred taxation

   212          87          299  

Other non cash items

   (1,709)     (789)     199     2,184     (115)  

Net increase in provision for environmental rehabilitation, pension and other post-retirement medical benefits

   36          153          189  

 Effect of changes in operating working capital items:

           

Net movement in inter-group receivables and payables

   146     108     (254)            

Receivables

   14          (27)          (13)  

Inventories

   23          (267)          (244)  

Accounts payable and other current liabilities

   66         58          126  

 Net cash used in investing activities

   (552)     (103)     (948)          (1,603)  

 Increase in non-current investments

   (32)     (98)     (132)          (262)  

 Net associates and equity accounted joint ventures loans advanced

        (5)     (20)          (25)  

 Additions to property, plant and equipment

   (529)          (864)          (1,393)  

 Expenditure on intangible assets

   (10)          (6)          (16)  

 Proceeds on sale of mining assets

            13          19  

 Proceeds on sale of investments

             91          91  

 Proceeds from disposal of subsidiary

                       

 Net loans receivable repaid

                       

 Cash of subsidiary disposed

             (11)          (11)  

 Change in restricted cash

             (19)          (19)  

 Net cash (used)/generated by financing activities

   (282)     436     (595)     122     (319)  

 Net changes in short-term debt

   (99)          (10)          (109)  

 Issuance of stock

   10     202     (202)          10  

 Share issue expenses

   (1)                    (1)  

 Net changes in long-term debt

        (50)               (50)  

 Debt issue costs

                         

 Cash effects from hedge restructuring

                         

 Dividends (paid)/received

   (192)     284     (383)     122     (169)  

 

 

 Net increase/(decrease) in cash and cash equivalents

   324     344     (40)          628  

 Effect of exchange rate changes on cash

   (88)          (14)          (102)  

 Cash and cash equivalents - January 1,

   152     114     320          586  

 

 

 Cash and cash equivalents - December 31,

   388     458     266          1,112  

 

 

 

 
  

2011 

$

AngloGold Ashanti

   

2011 

$

IOMco

   

2011 

$

Other subsidiaries

   

2011 

$

         Consolidation
adjustments

 

   

2011 

$

Total

  

 

 
  (the “Guarantor”)   (the “Issuer”)   (the “Non-Guarantor
Subsidiaries”)
          

Sales and other income

 2,709     4,108   (176)  6,642  

Product sales

 2,561     4,009     6,570  

Interest, dividends and other

 148     99   (176)  72  

Costs and expenses

 2,417   99   1,453   552   4,521  

Production costs

 1,115     1,862     2,977  

Exploration costs

 19   18   242     279  

Related party transactions

 (12)        (12) 

General and administrative expenses/(recoveries)

 249   27   32   (21)  287  

Royalties paid

 73     120     193  

Market development costs

          

Depreciation, depletion and amortization

 354     435     789  

Impairment of assets

 14         17  

Interest expense

   69   104     178  

Accretion expense

 12     16     28  

Employment severance costs

         15  

Loss/(profit) on sale of assets, realization of loans, indirect taxes and other

 574   (15)  (1,175)  573   (43) 

Non-hedge derivative gain and movement on bonds

     (196)    (196) 
               

Income/(loss) before income tax provision

 292   (98)  2,655   (728)  2,121  

Taxation expense

 (333)  (2)  (370)    (705) 

Equity income/(loss) in associates

 62   (3)      59  

Equity income/(loss) in subsidiaries

 1,465   808     (2,273)   

Income/(loss) from continuing operations

 1,486   705   2,285   (3,001)  1,475  

Preferred stock dividends

 (61)    (61)  122    

Net income/(loss)

 1,425   705   2,224   (2,879)  1,475  

Less: Net income attributable to noncontrolling interests

     (50)    (50) 

 

Net income/(loss) attributable to AngloGold Ashanti

 1,425   705   2,174   (2,879)  1,425  

 

Comprehensive income

 978   704   2,217   (2,877)  1,022  

Comprehensive income attributable to noncontrolling interests

     (44)    (44) 

Comprehensive income attributable to AngloGold Ashanti

 978   704   2,173   (2,877)  978  

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

F - 98


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

28.

SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION(continued)

 

ANGLOGOLD ASHANTI LIMITED

Condensed consolidating statements of cash flowsincome

FOR THE YEAR ENDED DECEMBER 31,

(In millions)

 

   

2010

$

AngloGold Ashanti

  

2010

$

IOMco

  

2010

$

Other subsidiaries

  

2010

$
Consolidation
adjustments

  

2010

$

        Total

 
  (the “Guarantor”)  (the “Issuer”)  (the “Non-Guarantor
Subsidiaries”)
       

 

Net cash provided by/(used) in operating activities

  116   (1,129  2,202   (151  1,038 

Net income/(loss)

  112   (773  86   741   166 

Reconciled to net cash provided by/(used) in operations:

      

Loss/(profit) on sale of assets, realization of loans, indirect taxes and other

  2,071   1,033   (21  (3,061  22 

Depreciation, depletion and amortization

  352   -    368   -    720 

Impairment of assets

  73   -    18   -    91 

Deferred taxation

  119   -    19   -    138 

Cash utilized for hedge book settlements

  (993  -    (1,618  -    (2,611

Other non cash items

  (1,522  (1,973  4,021   2,169   2,695 

Net increase in provision for environmental rehabilitation, pension and other post-retirement medical benefits

  36   -    95   -    131 

Effect of changes in operating working capital items:

      

Net movement in inter-group receivables and payables

  10   580   (590  -    -  

Receivables

  (27  3   (129  -    (153

Inventories

  (11  -    (204  -    (215

Accounts payable and other current liabilities

  (104  1   157   -    54 

Net cash used in investing activities

  (943  (42  (902  -    (1,887

Increase in non-current investments

  -    (42  (116  -    (158

Proceeds on disposal of associate

  1   -    -    -    1 

Net associates and equity accounted joint ventures loans advanced

  (3  -    -    -    (3

Additions to property, plant and equipment

  (424  -    (549  -    (973

Proceeds on sale of mining assets

  60   -    9   -    69 

Proceeds on sale of investments

  -    -    142   -    142 

Cash effects from hedge restructuring

  (577  -    (407  -    (984

Net loans receivable advanced

  -    -    (6  -    (6

Change in restricted cash

  -    -    25   -    25 

Net cash generated/(used) by financing activities

  729   707   (1,357  151   230 

Net changes in short-term debt

  126   (1,000  (285  -    (1,159)��

Issuance of stock

  798   310   (310  -    798 

Share issue expenses

  (20  -    -    -    (20

Net changes in long-term debt

  -    1,044   789   -    1,833 

Debt issue costs

  -    (13  (26  -    (39

Cash effects from hedge restructuring

  (49  -    (1,017  -    (1,066

Dividends (paid)/received

  (126  366   (508  151   (117
                     

Net decrease in cash and cash equivalents

  (98  (464  (57  -    (619

Effect of exchange rate changes on cash

  19   -    86   -    105 

Cash and cash equivalents - January 1,

  231   578   291   -    1,100 

Cash and cash equivalents - December 31,

  152   114   320   -    586 
   

2010

$

    AngloGold Ashanti

     

2010

$

IOMco

     

2010

$

        Other subsidiaries

     

2010

$
        Consolidation
adjustments

     

2010

$

        Total

 
  (the “Guarantor”)        (the “Issuer”)    (the “Non-Guarantor
Subsidiaries”)
           

Sales and other income

  2,348    (2   3,233    (177   5,402 

Product sales

  2,207    -    3,127    -    5,334 

Interest, dividends and other

  141    (2   106    (177   68 

Costs and expenses

  4,130    1,120    2,818    (3,047   5,021 

Production costs

  1,091    -    1,565    -    2,656 

Exploration costs

  14    12    180    -    206 

Related party transactions

  (15   -    -    -    (15

General and administrative expenses

  164    6    44    14    228 

Royalties paid

  38    -    104    -    142 

Market development costs

  7    -    7    -    14 

Depreciation, depletion and amortization

  352    -    368    -    720 

Impairment of assets

  73    -    18    -    91 

Interest expense

  7    69    75    -    151 

Accretion expense

  10    -    12    -    22 

Employment severance costs

  19    -    4    -    23 

Loss/(profit) on sale of assets, realization of loans, indirect taxes and other

  2,041    1,033    (16   (3,061   (3

Non-hedge derivative loss and movement on bonds

  329    -    457    -    786 
                        

(Loss)/income before income tax provision

  (1,782   (1,122   415    2,870    381 

Taxation expense

  (1   (1   (253   -    (255

Equity income/(loss) in associates

  63    (23   -    -    40 

Equity income/(loss) in subsidiaries

  1,907    373    -    (2,280   - 

Income/(loss) from continuing operations

  187    (773   162    590    166 

Preferred stock dividends

  (75   -    (76   151    - 

Net income/(loss)

  112    (773   86    741    166 

Less: Net income attributable to noncontrolling interests

  -    -    (54   -    (54

 

Net income/(loss) attributable to AngloGold Ashanti

  112    (773   32    741    112 

 

Comprehensive income

  381    (773   290    542    440 

Comprehensive income attributable to noncontrolling interests

  -    -    (59   -    (59

Comprehensive income attributable to AngloGold Ashanti

  381    (773   231    542    381 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

F - 99


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

28

SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION(continued)

ANGLOGOLD ASHANTI LIMITED

Condensed consolidating balance sheets

AT DECEMBER 31,

(In millions)

   

2012

$

    AngloGold Ashanti

     

2012

$

IOMco

     

2012

$

        Other subsidiaries

     

2012

$

        Consolidation
adjustments

     

2012

$

        Total

 
  (the “Guarantor”)        (the “Issuer”)    (the “Non-Guarantor
Subsidiaries”)
           

ASSETS

         

Current Assets

  1,178     3,128     3,764     (5,280   2,790  

Cash and cash equivalents

  98     537     257     -     892  

Restricted cash

  1     -     34     -     35  

Receivables, inter-group balances and other current assets

  1,079     2,591     3,473     (5,280   1,863  

Property, plant and equipment, net

  2,046     -     5,189     -     7,235  

Acquired properties, net

  141     -     607     -     748  

Goodwill

  -     -     209     (16   193  

Other intangibles, net

  53     -     59     -     112  

Other long-term inventory

  -     -     180     -     180  

Materials on the leach pad

  -     -     445     -     445  

Other long-term assets and deferred taxation assets

  4,875     4,506     1,098     (9,080   1,399  

Total assets

  8,293     7,634     11,551     (14,376   13,102  

LIABILITIES AND EQUITY

         

Current liabilities including inter-group balances

  1,510     1,614     4,586     (5,751   1,959  

Other non-current liabilities

  53     -     342     (16   379  

Long-term debt

  31     1,739     980     -     2,750  

Derivatives

  -     -     10     -     10  

Deferred taxation liabilities

  520     -     635     2     1,157  

Provision for environmental rehabilitation

  157     -     601     -     758  

Other accrued liabilities

  -     -     32     -     32  

Provision for pension and other post-retirement medical benefits

  196     -     13     -     209  

Commitments and contingencies

  -     -     -     -     -  

Equity

  5,826     4,281     4,352     (8,611   5,848  

Stock issued

  13     5,059     937     (5,996   13  

Additional paid in capital

  8,808     540     231     (771   8,808  

Accumulated deficit

  (2,103   (1,318   (1,164   2,482     (2,103

Accumulated other comprehensive income and reserves

  (892   -     4,327     (4,327   (892

Total AngloGold Ashanti stockholders’ equity

  5,826     4,281     4,331     (8,612   5,826  

Noncontrolling interests

  -     -     21     1     22  
                        

Total liabilities and equity

  8,293     7,634     11,551     (14,376   13,102  

The accompanying notes are an integral part of these Consolidated Financial Statements.

F - 100


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

28.

SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION(continued)

ANGLOGOLD ASHANTI LIMITED

Condensed consolidating balance sheets

AT DECEMBER 31,

(In millions)

 

 
   

2011 

$

AngloGold Ashanti

      

2011 

$

IOMco

      

2011 

$

Other subsidiaries

      

2011 

$

Consolidation
adjustments

      

2011 

$

Total

 

 

 
   (the “Guarantor”)      (the “Issuer”)      (the “Non-Guarantor
Subsidiaries”)
               

  ASSETS

                  

  Current Assets

   833        2,469        3,486        (4,157)       2,631   

  Cash and cash equivalents

   388        458        266               1,112   

  Restricted cash

                 34               35   

  Receivables, inter-group balances and other current assets

   444        2,011        3,186        (4,157)       1,484   

  Property, plant and equipment, net

   1,940               4,183               6,123   

  Acquired properties, net

   167               612               779   

  Goodwill

                 198        (16)       182   

  Other intangibles, net

                 22               31   

  Other long-term inventory

                 31               31   

  Materials on the leach pad

                 393               393   

  Other long-term assets and deferred taxation assets

   4,362        3,558        815        (7,720)       1,015   

  Total assets

   7,311        6,027        9,740        (11,893)       11,185   

  LIABILITIES AND EQUITY

                  

  Current liabilities including inter-group balances

   889        1,550        2,992        (4,512)       919   

  Other non-current liabilities

   49               46        (32)       63   

  Long-term debt

   33        994        1,446               2,473   

  Derivatives

                 93               93   

  Deferred taxation liabilities

   641               596               1,242   

  Provision for environmental rehabilitation

   147               506               653   

  Other accrued liabilities

                 35               35   

  Provision for pension and other post-retirement medical benefits

   170               15               185   

  Commitments and contingencies

                                 

  Equity

   5,382        3,483        4,011        (7,354)       5,522   

  Stock issued

   13        5,269        897        (6,166)       13   

  Additional paid in capital

   8,740        435        219        (654)       8,740   

  Accumulated deficit

   (2,575)       (2,220)       (3,521)       5,741        (2,575)  

  Accumulated other comprehensive income and reserves

   (796)       (1)       6,277        (6,276)       (796)  

  Total AngloGold Ashanti stockholders’ equity

   5,382        3,483        3,872        (7,355)       5,382   

  Noncontrolling interests

                 139               140   
                                 

  Total liabilities and equity

   7,311        6,027        9,740        (11,893)       11,185   

The accompanying notes are an integral part of these Consolidated Financial Statements.

F - 101


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

28.

SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION(continued)

 

ANGLOGOLD ASHANTI LIMITED

Condensed consolidating statements of cash flows

FOR THE YEAR ENDED DECEMBER 31,

(In millions)

 

 
  

2012 

$

AngloGold Ashanti

   

2012 

$

IOMco

   

2012 

$

Other subsidiaries

   

2012 

$
Consolidation
adjustments

   

2012 

$

Total

 
 

2009

$

AngloGold Ashanti

 

2009

$

IOMco

 

2009

$

Other subsidiaries

 

2009

$
Consolidation
adjustments

 

2009

$

        Total

 

 
 (the “Guarantor”) (the “Issuer”) (the “Non-Guarantor
Subsidiaries”)
       (the “Guarantor”)   (the “Issuer”)   (the “Non-Guarantor
Subsidiaries”)
         

Net cash provided by/(used) in operating activities

  326   (481  727   (129  443    280      (641)     2,145      (84)     1,700   

Net (loss)/income

  (825  (1,058  (646  1,752   (777

Reconciled to net cash provided by/(used) in by operations:

      

Net income/(loss)

   829      282      589      (852)     848   

Reconciled to net cash provided by/(used) in operations:

           

Loss/(profit) on sale of assets, realization of loans, indirect taxes and other

  12   665   (2  (657  18    1,065      (12)     101      (1,119)     35   

Depreciation, depletion and amortization

  277   -    338   -    615    305           489           794   

Impairment of assets

  4   -    4   -    8    57           310           367   

Deferred taxation

  (141  -    (58  -    (199   (85)          11           (74)  

Cash utilized for hedge book settlements

  -    -    (797  -    (797

Other non cash items

  946   (1,685  3,540   (1,224  1,577    (2,033)     (356)     392      1,887      (110)  

Net (decrease)/increase in provision for environmental rehabilitation, pension and other post-retirement medical benefits

  (3  -    22   -    19    (24)          59           35   

Effect of changes in operating working capital items:

                 

Net movement in inter-group receivables and payables

  27   1,571   (1,598  -    -     224      (578)     354             

Receivables

  (5  (3  (36  -    (44   (16)          (101)          (117)  

Inventories

  (23  -    (146  -    (169   (35)          (289)          (324)  

Accounts payable and other current liabilities

  57   29   106   -    192    (7)     23      230           246   

Net cash (used)/generated in investing activities

  (398  (344  474   -    (268

Net cash used in investing activities

   (490)     (289)     (1,872)          (2,651)  

Increase in non-current investments

  -    (344  (99  -    (443   (2)     (310)     (134)          (446)  

Net associates and equity accounted joint ventures loans advanced

  (2  -    -    -    (2

Acquisition of subsidiary and loan

   (335)                    (335)  

Additions to property, plant and equipment

  (386  -    (633  -    (1,019   (542)          (1,216)          (1,758)  

Interest capitalized and paid

             (12)          (12)  

Expenditure on intangible assets

   (44)          (35)          (79)  

Proceeds on sale of mining assets

  -    -    1,142   -    1,142                          

Proceeds on sale of investments

  -    -    81   -    81              86           86   

Cash effects from hedge restructuring

  (11  -    (7  -    (18

Net loans receivable repaid

  1   -    -    -    1 

Proceeds on disposal of associates and equity accounted

joint ventures

        20                20   

Proceeds on disposal of subsidiary

   433           (427)            

Net loans receivable advanced

             (45)          (45)  

Net associates and equity accounted joint ventures

loans advanced

             (65)          (64)  

Net cash of subsidiary disposed

             (26)          (26)  

Change in restricted cash

  -    -    (10  -    (10             (3)          (3)  

Net cash generated/(used) by financing activities

  103   1,174   (1,103  129   303 

Net cash (used)/generated by financing activities

   (82)     1,009      (275)     84      736   

Net changes in short-term debt

  -    (764  (89  -    (853   175      45      (2)          218   

Issuance of stock

  306   693   (693  -    306         (105)     107             

Share issue expenses

  (11  -    -    -    (11

Net changes in long-term debt

  -    674   222   -    896         750      247           997   

Debt issue costs

  -    -    (14  -    (14        (22)     (8)          (30)  

Cash effects from hedge restructuring

  (83  -    118   -    35 

Acquisition of noncontrolling interest

             (215)          (215)  

Dividends (paid)/received

  (109  571   (647  129   (56   (257)     341      (404)     84      (236)  
 

Net increase in cash and cash equivalents

  31   349   98   -    478 

 

Net (decrease)/increase in cash and cash equivalents

   (292)     79      (2)          (215)  

Effect of exchange rate changes on cash

  46   -    1   -    47              (7)          (5)  

Cash and cash equivalents - January 1,

  154   229   192   -    575    388      458      266           1,112   

 

Cash and cash equivalents - December 31,

  231   578   291   -    1,100    98      537      257           892   

 

 The accompanying notes are an integral part of these Consolidated Financial Statements.

 

F - 100102


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

28.

SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION(continued)

ANGLOGOLD ASHANTI LIMITED

Condensed consolidating statements of cash flows

FOR THE YEAR ENDED DECEMBER 31,

(In millions)

   

2011

$

AngloGold Ashanti

  

2011

$

IOMco

  

2011

$

Other subsidiaries

  

2011

$

Consolidation
adjustments

  

2011

$

    Total

 
  (the “Guarantor”)  (the “Issuer”)  (the “Non-Guarantor
Subsidiaries”)
       

 

Net cash provided by/(used) in operating activities

  1,158    11    1,503    (122  2,550  

Net income/(loss)

  1,425    705    2,224    (2,879  1,475  

Reconciled to net cash provided by/(used) in operations:

      

Loss/(profit) on sale of assets, realization of loans, indirect taxes and other

  577    (15  (1,108  573    27  

Depreciation, depletion and amortization

  354    -    435    -    789  

Impairment of assets

  14    -    3    -    17  

Deferred taxation

  212    -    87    -    299  

Other non cash items

  (1,709  (789  199    2,184    (115

Net increase in provision for environmental rehabilitation, pension and other post-retirement medical benefits

  36    -    153    -    189  

Effect of changes in operating working capital items:

      

Net movement in inter-group receivables and payables

  146    108    (254  -    -  

Receivables

  14    -    (27  -    (13

Inventories

  23    -    (267  -    (244

Accounts payable and other current liabilities

  66    2    58    -    126  

Net cash used in investing activities

  (552  (103  (948  -    (1,603

Increase in non-current investments

  (32  (98  (132  -    (262

Additions to property, plant and equipment

  (529  -    (864  -    (1,393

Expenditure on intangible assets

  (10  -    (6  -    (16

Proceeds on sale of mining assets

  6    -    13    -    19  

Proceeds on sale of investments

  -    -    91    -    91  

Proceeds on disposal of subsidiary

  9    -    -    -    9  

Net loans receivable repaid

  4    -    -    -    4  

Net associates and equity accounted joint ventures loans advanced

  -    (5  (20  -    (25

Cash of subsidiary disposed

  -    -    (11  -    (11

Change in restricted cash

  -    -    (19  -    (19

Net cash (used)/generated by financing activities

  (282  436    (595  122    (319

Net changes in short-term debt

  (99  -    (10  -    (109

Issuance of stock

  10    202    (202  -    10  

Share issue expenses

  (1  -    -    -    (1

Net changes in long-term debt

  -    (50  -    -    (50

Dividends (paid)/received

  (192  284    (383  122    (169
                     

Net increase/(decrease) in cash and cash equivalents

  324    344    (40  -    628  

Effect of exchange rate changes on cash

  (88  -    (14  -    (102

Cash and cash equivalents - January 1,

  152    114    320    -    586  

Cash and cash equivalents - December 31,

  388    458    266    -    1,112  

  The accompanying notes are an integral part of these Consolidated Financial Statements.

F - 103


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

 

28.

SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION(continued)

ANGLOGOLD ASHANTI LIMITED

Condensed consolidating statements of cash flows

FOR THE YEAR ENDED DECEMBER 31,

(In millions)

   

2010

$

AngloGold Ashanti

  

2010

$

IOMco

  

2010

$

Other subsidiaries

  

2010

$

Consolidation
adjustments

  

2010

$

        Total

 
  (the “Guarantor”)  (the “Issuer”)  (the “Non-Guarantor
Subsidiaries”)
       

 

Net cash provided by/(used) in operating activities

  116    (1,129  2,202    (151  1,038  

Net income/(loss)

  112    (773  86    741    166  

Reconciled to net cash provided by/(used) in by operations:

      

Loss/(profit) on sale of assets, realization of loans, indirect taxes and other

  2,071    1,033    (21  (3,061  22  

Depreciation, depletion and amortization

  352    -    368    -    720  

Impairment of assets

  73    -    18    -    91  

Deferred taxation

  119    -    19    -    138  

Cash utilized for hedge book settlements

  (993  -    (1,618  -    (2,611

Other non cash items

  (1,522  (1,973  4,021    2,169    2,695  

Net increase in provision for environmental rehabilitation, pension and other post-retirement medical benefits

  36    -    95    -    131  

Effect of changes in operating working capital items:

      

Net movement in inter-group receivables and payables

  10    580    (590  -    -  

Receivables

  (27  3    (129  -    (153

Inventories

  (11  -    (204  -    (215

Accounts payable and other current liabilities

  (104  1    157    -    54  

Net cash used in investing activities

  (943  (42  (902  -    (1,887

Increase in non-current investments

  -    (42  (116  -    (158

Additions to property, plant and equipment

  (424  -    (549  -    (973

Proceeds on sale of mining assets

  60    -    9    -    69  

Proceeds on sale of investments

  -    -    142    -    142  

Proceeds on disposal of associate

  1    -    -    -    1  

Cash effects from hedge restructuring

  (577  -    (407  -    (984

Net loans receivable advanced

  -    -    (6  -    (6

Net associates and equity accounted joint ventures loans advanced

  (3  -    -    -    (3

Change in restricted cash

  -    -    25    -    25  

Net cash generated/(used) by financing activities

  729    707    (1,357  151    230  

Net changes in short-term debt

  126    (1,000  (285  -    (1,159

Issuance of stock

  798    310    (310  -    798  

Share issue expenses

  (20  -    -    -    (20

Net changes in long-term debt

  -    1,044    789    -    1,833  

Debt issue costs

  -    (13  (26  -    (39

Cash effects from hedge restructuring

  (49  -    (1,017  -    (1,066

Dividends (paid)/received

  (126  366    (508  151    (117
                     

Net decrease in cash and cash equivalents

  (98  (464  (57  -    (619

Effect of exchange rate changes on cash

  19    -    86    -    105  

Cash and cash equivalents - January 1,

  231    578    291    -    1,100  

Cash and cash equivalents - December 31,

  152    114    320    -    586  

  The accompanying notes are an integral part of these Consolidated Financial Statements.

F - 104


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(continued)

29.

SUBSEQUENT EVENTS

DisposalSyndicated bridge loan facility agreement

In February 2013, AngloGold Ashanti Limited entered into a syndicated bridge loan facility agreement pursuant to which a syndicate of AGA-Polymetal Strategic Alliance

On February 8, 2012,banks agreed to make available $750 million to AngloGold Ashanti Holdings plc. In the transactionevent AngloGold Ashanti Limited chooses to disposedraw on the loan, the proceeds are to be applied towards the repayment of the AGA-Polymetal Strategic Alliance consisting$732.5 million, 3.5 percent Convertible bonds due in May 2014.

Amendments to the rules of AGA-Polymetal Strategic Alliance Management Company Holdings Limited, Amikan Holding Limited, AS APK Holdings Limited, Imitzoloto Holdings LimitedBSP and Yeniseiskaya Holdings Limited to Polyholding Limited was completed. The consideration received for the disposal was $20 million. These assets were fully impaired as at December 31, 2011.

Acquisition of First Uranium (Proprietary) Limited (South Africa)LTIP plans

On March 2, 2012, AngloGold Ashanti agreed to acquire First Uranium (Proprietary)11, 2013 the shareholders approved the following:

Ÿ

an amendment to the rules to the BSP Share Scheme. In terms of the new rules granted awards will vest 50 percent after 12 months and 50 percent after 24 months. The additional 20 percent retention award for holding the shares for 36 months has been removed. The amended rules apply to new grants and have no impact on existing grants under the scheme.

Ÿ

A new retention bonus scheme (under the LTIP) comprising both cash (40 percent of 2013 total base pay) and shares (60 percent of base pay). The share award will be a performance-based award. This scheme has no impact on existing awards.

Ÿ

A new Co-Investment Executive Share Plan which is aimed at assisting executives in meeting their Minimum Shareholding Requirements (“MSR’s”). Executives will be allowed to take up to 50 percent of their after tax cash bonus to participate in the scheme by purchasing shares in AngloGold Ashanti, and the company will grant shares equivalent to 150 percent of their purchased shares with vesting over a two-year period in two equal tranches.

Disposal of additional interest in Rand Refinery Limited (South Africa) (“FUSA”), a wholly owned subsidiary

On March 19, 2013, the Company disposed of Toronto-based First Uranium Corporation (“FIUC”) and the owner of Mine Waste Solutions (“MWS”), a recently commissioned tailings retreatment operation locatedan additional 4.24 percent interest in South Africa’s Vaal River region and in the immediate proximity of AngloGold Ashanti’s own tailings facilities,Rand Refinery Limited for a cash consideration of $335$5 million reducing its shareholding to 43.79 percent. The disposal resulted in a loss of less than $1 million. The transaction will be funded from cash reserves and debt facilities, is subject to various conditions and approvals.

Corporate taxation rate amendmentAgreement with Izingwe Property Managers (Proprietary) Limited

In Ghana, the Internal Revenue Amendment Act, 2012 received assent by the President on March 5, 2012 and was gazetted on March 9, 2012. The amendment increases the income tax rates for mining companies from the current 25 percent to 35 percent with effect from January 1, 2012. In terms of the stability agreement between AngloGold Ashanti and the government of Ghana which was ratified by Parliament on February 18, 2004 and amended in February 2007, the corporate tax rate during the duration of thehas entered into an agreement until April 26, 2019 for its Ghanaian operations, will be a maximum of 30 percent. The increase in the corporate tax rate to 30 percent (January 2012 to April 2019) and to 35 percent (beyond April 2019) is estimated to have an unfavorable impact on the taxation liability of the Ghanaian operations.

Pamodzi Gold (Orkney) (Proprietary) Limited claim

On March 16, 2012, Pamodzi Gold (Orkney)(“Agreement”) with Izingwe Property Managers (Proprietary) Limited (“Pamodzi”Izingwe Property”) (in provisional liquidation) and four others issued summons againstunder which Izingwe Property will assist AngloGold Ashanti in the North Gauteng High Court, Pretoria, demandingplanning, design, development and construction of 200 units of housing in South Africa for employees of AngloGold Ashanti. Izingwe Property’s roles will be those of development and project manager and main contractor. The terms of the return of about R89.5 million (approximately $11.1 million) paid by Pamodzi toAgreement call for payments from AngloGold Ashanti less than six months prior to the winding-up of Pamodzi. Plaintiffs further allege that AngloGold Ashanti took possession of some 26.9 kilograms of gold owned by Pamodzi in March 2009 and demand either that the gold be returned or that reimbursement be providedIzingwe Property in the amount of R7.1$6.7 million (approximately $0.9 million).in consideration for Izingwe Property’s services. Mr. Sipho Pityana, a non-executive director of the Company, is Chairman and a 44 percent shareholder of Izingwe Holdings (Proprietary) Limited (“Izingwe”), AngloGold Ashanti’s BEE partner. Izingwe Capital (Proprietary) Limited, an associate company of Izingwe is the majority shareholder of Izingwe Property.

 

F - 101105


SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

ANGLOGOLD ASHANTI LIMITED

 

/S/ Srinivasan Venkatakrishnan

Name

 

:

    

Srinivasan Venkatakrishnan

Title

 

:

    

Chief Financial Officer

Date

 

:

    

April 23, 201226, 2013

Exhibits to Form 20-F

 

Exhibit Number

  

Description

  

Remarks

Exhibit 19.1

  

Memorandum and Articles of AssociationIncorporation of AngloGold Ashanti Limited as in effect on March 27, 2013

Incorporated by reference to AngloGold Ashanti’s report on form 6-K furnished to the Securities and Exchange Commission on April 10, 2013

Exhibit 19.2.1

Indenture for guaranteed debt securities among AngloGold Ashanti Holdings plc, as issuer, AngloGold Ashanti Limited, as guarantor, and The Bank of New York Mellon, as trustee, dated as of April 28, 2010

Incorporated by reference to Exhibit 4.2 to AngloGold Ashanti’s registration statement on Form F-3 (No. 333-182712) filed July 17, 2012

Exhibit 19.2.2

Form of 5.375% Notes due 2020 and related Guarantee

Incorporated by reference to Exhibit 99(C) to AngloGold Ashanti Limited and AngloGold Ashanti Holdings plc’s Registration Statement on Form 8-A (Nos. 001-14846 and 001-34725) filed on April 28, 2010

Exhibit 19.2.3

Form of 6.50% Notes due 2040 and related Guarantee

Incorporated by reference to Exhibit 99(C) to AngloGold Ashanti Limited and AngloGold Ashanti Holdings plc’s Registration Statement on Form 8-A (Nos. 001-14846 and 001-34725) filed on April 28, 2010

Exhibit 19.2.4

Form of 5.125% Notes due 2022 and related Guarantee

Incorporated by reference to Exhibit 4.1 to AngloGold Ashanti’s report on Form 6-K furnished to the Securities and Exchange Commission on July 30, 2012

Exhibit 19.2.5

Indenture for guaranteed debt securities among AngloGold Ashanti Holdings Finance plc, as issuer, AngloGold Ashanti Limited, as guarantor, and The Bank of New York Mellon, as trustee, dated as of September 22, 2010

Incorporated by reference to Exhibit 99(D) to AngloGold Ashanti Limited and AngloGold Ashanti Holdings Finance plc’s Registration Statement on Form 8-A (Nos. 001-14846 and 001-34881) filed on September 22, 2010

Exhibit 19.2.6

First Supplemental Indenture for guaranteed debt securities among AngloGold Ashanti Holdings Finance plc, as issuer, AngloGold Ashanti Limited, as guarantor, and The Bank of New York Mellon, as trustee, dated as of September 22, 2010

Incorporated by reference to Exhibit 99(E) to AngloGold Ashanti Limited and AngloGold Ashanti Holdings Finance plc’s Registration Statement on Form 8-A (Nos. 001-14846 and 001-34881) filed on September 22, 2010

Exhibit 19.2.7

Second Supplemental Indenture for guaranteed debt securities among AngloGold Ashanti Holdings Finance plc, as issuer, AngloGold Ashanti Limited, as guarantor, and The Bank of New York Mellon, as trustee, dated as of October 18, 2010

Incorporated by reference to Exhibit 4.8 to AngloGold Ashanti Limited, AngloGold Ashanti Holdings plc and AngloGold Ashanti Holdings Finance plc’s Registration Statement on Form F-3 (No. 333-182712) filed July 17, 2012

Exhibit Number

Description

Remarks

Exhibit 19.2.8

Form of 6.00% Mandatory Convertible Subordinated Notes due 2013 and related Guarantee

Incorporated by reference to Exhibit 99(C) to AngloGold Ashanti Limited and AngloGold Ashanti Holdings Finance plc’s Registration Statement on Form 8-A (Nos. 001-14846 and 001-34881) filed on September 22, 2010

Exhibit 19.2.9

Trust Deed for guaranteed debt securities among AngloGold Ashanti Holdings Finance plc, as issuer, AngloGold Ashanti Limited, as guarantor, and The Law Debenture Trust Corporation p.l.c., as trustee, dated as of May 15,22, 2009

  

Incorporated by reference to Exhibit 3.1 of AngloGold’s automatic shelf99.1 to AngloGold Ashanti’s registration statement on Form F-3 (No. 333-182712) filed with the Securities and Exchange Commission on August 31, 2009July 17, 2012

Exhibit 19.4.1.1

  

AngloGold Limited Share Incentive Scheme in effect April 4, 2003

  

Incorporated by reference to Exhibit 19.4(c) of AngloGold’s annual report on Form 20-F filed with the Securities and Exchange Commission on June 28, 2002

Exhibit 19.4.1.2

  

Bonus Share Plan in effectas amended on May 6, 2008March 27, 2013

  

Incorporated by reference to Exhibit 19.4.1.2 of AngloGold’s annualAngloGold Ashanti’s report on Form 20-F filed withform 6-K furnished to the Securities and Exchange Commission on May 19, 2008April 10, 2013

Exhibit 19.4.1.3

  

Long-Term Incentive Plan in effect April 29, 2005as amended on March 27, 2013

  

Incorporated by reference to Exhibit 19.4.1.3 of AngloGold Ashanti’s annual report on Form 20-F filed withform 6-K furnished to the Securities and Exchange Commission on March 20, 2006April 10, 2013

Exhibit 19.4.1.619.4.4

  

Sale and PurchaseSyndicated Loan Facility Agreement dated January 27, 2009July 20, 2012, by and among AngloGold Ashanti AustraliaHoldings plc and AngloGold Ashanti USA Incorporated, as borrowers, AngloGold Ashanti Limited, AngloGold Ashanti Limited, Saddleback Investments (Pty) Ltd, Newmont Boddington (Pty) Ltd, Newmont Mining Corporation, Newmont Australia LimitedHoldings plc and BGM Management Company (Pty) Ltd.AngloGold Ashanti USA Incorporated, as guarantors, Barclays Bank plc, as facility agent, and the financial institutions party thereto as lenders

  

Filed herewith

Exhibit 19.4.5

Syndicated Bridge Loan Facility Agreement dated February 18, 2013, by and among AngloGold Ashanti Holdings plc, as borrowers, AngloGold Ashanti Limited, AngloGold Ashanti Holdings plc and AngloGold Ashanti USA Incorporated, by reference to Exhibit 19.4.1.6 of AngloGold’s annual report on Form 20-F filed withas guarantors, Citibank International plc, as facility agent, and the Securities and Exchange Commission on May 5, 2009financial institutions parties thereto as lenders

Filed herewith

Exhibit 19.6

  

Statement regarding how loss/earnings per share information was calculated

  

See note 8 to the consolidated financial statements

Exhibit 19.8

  

List of AngloGold Ashanti Limited subsidiaries

  

Exhibit Number

Description

Remarks

Exhibit 19.12.1

  

Certification of Mark Cutifani,Tony O’Neill and Srinivasan Venkatakrishnan as joint Chief Executive OfficerOfficers of AngloGold Ashanti Limited, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

  

Exhibit 19.12.2

  

Certification of Srinivasan Venkatakrishnan, Chief Financial Officer of AngloGold Ashanti Limited, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

  

Exhibit Number

Description

Remarks

Exhibit 19.13

  

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

  

Exhibit 19.15.1

  

Consents of Ernst & Young Inc., independent registered public accounting firm

  

Exhibit 19.15.2

  

Consent of KPMG Inc., independent registered public accounting firm

Exhibit 19.15.3

Consent of BDO LLP, independent registered public accounting firm

  

Exhibit 19.16

  

Report on MSHA violations in terms of the Dodd-Frank Act

  

 

E-3E-4