AngloGold Ashanti Limited 20F 2005 Annual report | AU Filing

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Exhibits to Form 20-F

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Exhibit Number 15: Description

16:

Remarks

17:

18:

19:

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Exhibit 19.1

21:

Memorandum and Articles of Association of AngloGold
Limited as in effect April 4, 2003

22:

Incorporated by reference to Exhibit 3.1 of

23:

AngloGold’s registration statement on Form

24:

F-3 filed with the Securities and Exchange

25:

Commission on December 17, 2002.

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27:

28:

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Exhibit 19.2

30:

Trust Deed dated February 27, 2004 between AngloGold
Holdings plc as Issuer, AngloGold Limited as Guarantor
and the Law Debenture Trust Corporation p.l.c. as Trustee

31:

Incorporated by reference to Exhibit 19.2 of

32:

AngloGold’s annual report on Form 20-F

33:

filed with the Securities and Exchange

34:

Commission on March 19, 2004

35:

36:

37:

38:

Exhibit 19.4.1

39:

AngloGold Limited Share Incentive Scheme in effect April
4, 2003

40:

Incorporated by reference to Exhibit 19.4(c)

41:

of AngloGold’s annual report on Form 20-F

42:

filed with the Securities and Exchange

43:

Commission on June 28, 2002.

44:

45:

46:

47:

Exhibit 19.4.2

48:

Service contract of Robert M Godsell

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52:

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Exhibit 19.4.3

54:

Service contract of Jonathan G Best

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Exhibit 19.4.4

60:

Service contract of David L Hodgson

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65:

Exhibit 19.4.5

66:

Service contract of Kelvin H Williams

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Exhibit 19.4.6

72:

Service contract of Samuel E Jonah

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75:

76:

77:

Exhibit 19.4.6

78:

Transaction Agreement between AngloGold Limited and
Ashanti Goldfields Company Limited, dated August 4, 2003
and five amendments thereto

79:

Incorporated by reference to Exhibit 19.4.6

80:

of AngloGold’s annual report on Form 20-F

81:

filed with the Securities and Exchange

82:

Commission on March 19, 2004

83:

84:

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86:

Exhibit 19.6

87:

Statement regarding how earnings per share information
was calculated

88:

See note 7 to the consolidated financial

89:

statements

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Exhibit 19.8

94:

List of AngloGold Ashanti Limited subsidiaries

95:

96:

97:

98:

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Exhibit 19.12.1

100:

Certification of Robert M Godsell, Chief Executive Officer of
AngloGold Ashanti Limited, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002

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102:

103:

104:

105:

Exhibit 19.12.2

106:

Certification of Jonathan G Best, Chief Financial Officer of
AngloGold Ashanti Limited, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002

107:

108:

109:

110:

111:

Exhibit 19.13

112:

Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002

113:

114:

115:

116:

117:

Exhibit 19.14.1

118:

Consent of Ernst & Young, independent accountants

119:

120:

121:

122:

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Exhibit 19.14.2

124:

Consent of KPMG, independent accountants

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126:

127:

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Exhibit 19.14.3

130:

Consent of PricewaterhouseCoopers, independent
accountants

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CONTRACT OF EMPLOYMENT

146:

147:

148:

entered into between :

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151:

ANGLOGOLD LIMITED

152:

153:

154:

and

155:

156:

157:

ROBERT MICHAEL GODSELL

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Exhibit 19.4.2

164: 165: 166:

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171:

This agreement is made on 27 MAY 2004 between

172:

(1)

173:

AngloGold Limited, a company registered in South Africa according to the

174:

company laws of South Africa, and whose registered office is at 11

175:

DIAGONAL STREET, JOHANNESBURG 2001 (“hereinafter referred to as

176:

“the Company”); and

177:

(2)

178:

ROBERT MICHAEL GODSELL of 14 ROXBURGHE AVENUE, CRAIGHALL

179:

PARK 2196 (hereinafter referred to as “the Executive”)

180:

This agreement records the terms on which the Executive is employed by the

181:

Company.

182:

183:

INTERPRETATION

184:

1.1

185:

In this agreement (and any schedules to it):

186:

1.1.1 187: “Board” means the board of directors of the Company from

188:

time to time or any person or committee nominated by the

189:

board of directors as its representative for the purposes of this

190:

agreement;

191:

1.1.2 192: "Change of Control" shall have occurred if:

193:

1.1.2.1

194:

the Company becomes a subsidiary of another

195:

company; or

196:

1.1.2.2

197:

all or substantially all of the business, assets and

198:

undertakings of the Company become owned by any

199:

person, firm or company.

200:

201:

202:

203:

204:

205:

1.1.3 206:“Employment” means the employment governed by this

207:

agreement;

208:

1.1.4

209:

“Termination Date” means the date on which the Employment

210:

is terminated.

211:

1.2

212:

References to any statutory provisions include any modifications or re-

213:

enactment of those provisions.

214:

215:

TERMS OF EMPLOYMENT

216:

2.1

217:

Notwithstanding the date of signature hereof, employment under this

218:

agreement commenced on 1 JANUARY 2004.

219:

2.2

220:

Subject to clause 10 (Termination and Suspension) the employment

221:

will continue until terminated by either party giving not less than 12

222:

calendar months’ notice, in writing, to the other.

223:

2.3

224:

Notwithstanding the other provisions of this agreement, the

225:

employment will automatically terminate on the last day of the

226:

calendar year in which the Executive reaches the age of sixty (60).

227:

228:

DUTIES OF THE EXECUTIVE

229:

3.1

230:

The Executive will serve as Chief Executive Officer and in any other

231:

executive capacity as the Board and the Executive may agree from

232:

time to time.

233:

3.2

234:

The Executive will work such hours as are reasonably necessary to

235:

perform his duties under this contract to the satisfaction of the Board.

236:

237:

238:

239:

240:

241:

3.3

242:

The Executive will –

243:

3.3.1

244:

devote sufficient time, attention and skill to the employment to

245:

perform his duties;

246:

3.3.2

247:

properly perform his duties and exercise his powers;

248:

3.3.3

249:

accept any offices or directorships as reasonably required by

250:

the Board after consultation with the Executive;

251:

3.3.4

252:

comply with all rules and regulations issued by the Company;

253:

3.3.5

254:

obey the directions of the Board; and

255:

3.3.6

256:

use his best endeavors to promote the interests and reputation

257:

of the Company.

258:

3.4

259:

The Executive accepts that –

260:

3.4.1

261:

he will be required to perform duties for AngloGold Limited.

262:

The Company will remain responsible for the payments and

263:

benefits he is entitled to receive under this agreement;

264:

3.4.2

265:

the Company may appoint any other person to act jointly with

266:

him.

267:

3.5

268:

The Executive will keep the Board fully informed of his conduct of the

269:

business, finances or affairs of the Company or business for which he

270:

is responsible, in a prompt and timely manner. He will provide

271:

information to the Board in writing if requested.

272:

273:

274:

275:

276:

277:

3.6

278:

During the employment, the Executive will be required annually at the

279:

Company’s expense to undergo medical examinations.

280:

3.6.1

281:

The timing of such examinations will be determined by

282:

notification from the Company's senior medical executive, as

283:

there are specific requirements to be met by both the

284:

Executive and the specialists who undertake the medical

285:

examination.

286:

3.6.2

287:

The Executive will receive due notice of when his medical

288:

should be undertaken and is asked to read the instructions

289:

carefully at that time, as the Company will not bear the costs of

290:

any examination not covered by the instruction that will be set

291:

out in the notification.

292:

3.6.3

293:

The results of the examination will only be disclosed to the

294:

Company's senior medical executive, with the Executive's

295:

express permission, and the Executive will make his wishes in

296:

this regard very clear to the physician.

297:

298:

INTERESTS OF THE EXECUTIVE

299:

4.1

300:

The Executive will disclose promptly in writing to the Board, in

301:

accordance with Company policy, all his material interests (for

302:

example, shareholdings of 1% or more of the issued share capital of

303:

any company listed on a stock exchange or directorships) and those

304:

of a commercial or business nature where any conflict could arise in

305:

relation to the Company, except his interests in any Company which

306:

he takes on or holds at the request of the Board. The Executive will

307:

308:

309:

310:

311:

312:

not accept any directorships or offices without the prior written consent

313:

of the Board.

314:

4.2

315:

During the employment, the Executive will not be directly or indirectly

316:

engaged or concerned in the conduct of any activity which is similar to

317:

or competes with any activity carried on by any Company (except as a

318:

representative of the Company or with the written consent of the

319:

Board).

320:

4.3

321:

The Executive will (and will procure that his wife and dependent

322:

children) comply with any applicable legislation and regulations issued

323:

by the Johannesburg Securities Exchange relating to securities

324:

transactions by directors of listed companies, and any rules or policies

325:

issued by the Company from time to time in relation to the holding or

326:

trading of securities.

327:

4.4

328:

The Executive acknowledges that because of the services to be

329:

provided under this Agreement, he is likely to come into possession of

330:

unpublished price-sensitive information in relation to a listed company.

331:

The Executive agrees, for the duration of this Agreement, not to deal

332:

in the shares of the Company (including dealings in warrants and

333:

exercising options over shares) during closed periods. These periods

334:

are published by the Company Secretary's office in writing and

335:

coincide with the imminent publication of the quarterly and year end

336:

financial results of the Company, representing a thirty period

337:

immediately preceding the date of publication of the financial results.

338:

339:

340:

341:

342:

343:

344:

4.5

345:

The Executive also agrees to comply with the provisions of the Insider

346:

Trading Act, 135 of 1998, and to refrain from dealing in shares of the

347:

Company at any time that he might be in possession (whether directly

348:

or indirectly) of any information pertinent to the affairs of the Company

349:

or any company within AngloGold Limited, that is likely to have a

350:

material effect on the price or value of AngloGold’s shares.

351:

5 352: MOBILITY

353:

The Company has operations in various parts of South Africa and

354:

abroad. The Executive may be required and the Company reserves

355:

the right, after consultation with the Executive, to relocate the

356:

Executive from his current place of employment to these operations.

357:

During the employment the Executive will be required to relocate if

358:

requested to do so, unless he has reasonable grounds for refusing the

359:

request.

360:

361:

BASIC EMPLOYMENT COST ("BEC")

362:

6.1

363:

The Executive's BEC is FOUR MILLION, SEVEN HUNDRED AND

364:

SEVENTY THOUSAND RAND (R4 770 000) per annum. The

365:

Executive's BEC is inclusive of director's fees and any remuneration

366:

or benefits received from any AngloGold Company. The Executive's

367:

salary will be paid monthly in arrears by bank transfer during the last

368:

working week of each month. A review will usually take place at the

369:

year end and any revised BEC will take effect from 1 January of the

370:

next year.

371:

372:

373:

374:

375:

376:

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6.2

378:

Pension

379:

The Executive will continue to be a member of the AngloGold Pension

380:

Fund, subject to the Fund's rules from time to time.

381:

6.3

382:

Medical Aid

383:

6.3.1

384:

The Executive will remain a member of the AngloGold Medical

385:

Scheme, and receive benefits subject to the rules of the

386:

scheme and the contribution levels applicable from time to

387:

time.

388:

6.3.2

389:

The onus is on the Executive to notify the Company of any

390:

change in status relevant to the Executive's medical aid

391:

membership.

392:

6.4

393:

Leave

394:

6.4.1

395:

The Executive will be entitled to vacation leave and his

396:

entitlement will be thirty (30) working days per annum.

397:

6.4.2

398:

Vacation and sick leave are governed by the Company's leave

399:

regulations, as amended from time to time.

400:

6.4.3

401:

Without prejudice to the Company's right to terminate the

402:

employment at any time in accordance with clause 2 or

403:

clause

404:

10, salary payable and benefits provided to the

405:

Executive under this agreement may cease if the Board so

406:

decides after twenty-six (26) consecutive weeks of absence

407:

408:

409:

410:

411:

412:

from work by the Executive in any period of twelve (12) months

413:

due to illness or injury.

414:

6.4.4

415:

If the Executive is absent from work due to sickness or injury

416:

which is caused by the fault of another person and, as a

417:

consequence, recovers from that person or another person

418:

any sum representing compensation for loss of salary under

419:

this agreement, the Executive will repay to the Company any

420:

money it has paid to him as salary in respect of the same

421:

period of absence, but such repayment shall not exceed the

422:

amount he has recovered. The provision of any other benefits

423:

will be in accordance with Company policy as amended from

424:

time to time.

425:

6.5

426:

Deductions

427:

The Company will deduct from any payment due to the Executive

428:

those statutory deductions required by law, such as PAYE. In

429:

addition, employee specific deductions will be made for Pension Fund

430:

and other conditions of service such as Medical Aid and the like, as

431:

these apply.

432:

6.6

433:

Death and Accident Insurance

434:

The Executive will have the benefit of the Company's insurance

435:

policies providing employees (but not their dependants) with twenty-

436:

four (24) hour cover against permanent disability and death arising

437:

from accidents, whether or not these are sustained in the course of

438:

439:

440:

441:

442:

443:

employment. Benefits payable upon death by natural causes will be

444:

governed by the rules of AngloGold Pension Fund.

445:

6.7

446:

Security Card

447:

The Executive has been issued with a security card that, in the

448:

interests of effective security control, should be produced on request

449:

and may not be loaned to any other individual. Upon termination of

450:

the employment, the security card must be returned to the Payroll

451:

Section.

452:

6.8

453:

Rules and Regulations

454:

6.8.1

455:

The Executive will be subject to the Company’s rules and

456:

procedures now in existence, and those that may be

457:

introduced in the future and to all common law and any

458:

statutory provisions that may be applicable.

459:

6.8.2

460:

The Company's rules, policies and procedures on employment

461:

related matters, will change from time to time to address new

462:

circumstances. The Executive will be expected to comply with

463:

all rules, policies and procedures and to all common law and

464:

any statutory provisions that are in force.

465:

466:

EXPENSES

467:

The Company will procure the refund to the Executive of all reasonable

468:

expenses properly incurred by him in performing his duties under this

469:

agreement. This will include expenses relating to entertainment, subsistence

470:

and travelling. The Company will require the Executive to produce official

471:

472:

473:

474:

475:

476:

receipts or other available documents as proof that he has incurred any

477:

expenses he claims.

478:

479:

CONFIDENTIALITY

480:

8.1

481:

Without prejudice to the common law duties which he owes to the

482:

Company, the Executive agrees that he will not, except in the proper

483:

performance of his duties, use or disclose to any person any of the

484:

Company’s trade secrets or confidential information. This restriction

485:

will continue to apply after the termination of the employment without

486:

limit in time.

487:

8.2

488:

In the course of the employment, the Executive may obtain trade

489:

secrets and confidential information belonging or relating to other

490:

companies and other persons, including joint ventures in which the

491:

Company has an interest. He will treat such information as if it falls

492:

within the terms of clause 8.1, and clause 8.1 will apply with any

493:

necessary amendments to such information. If requested to do so by

494:

the Company, the Executive will enter into an agreement with other

495:

companies and any other persons, including joint ventures, in the

496:

same terms as clause 8.1 with any amendments necessary to give

497:

effect to this provision.

498:

8.3

499:

The Executive shall not at any time during the continuance of his

500:

employment with the Company make any copy, record, notes or

501:

memoranda (whether or not recorded in writing or on computer disk or

502:

tape) relating to any matter within the scope of the Company's

503:

business, dealings or affairs otherwise than for the benefit of the

504:

Company.

505:

506:

507:

508:

509:

510:

8.4

511:

The obligations contained in clause 8.1 shall cease to apply to any

512:

information or knowledge which:

513:

8.4.1

514:

may subsequently come into the public domain after the

515:

termination of the employment other than by way of

516:

unauthorised disclosure; or

517:

8.4.2

518:

the Executive is entitled to disclose under the Protected

519:

Disclosures Act, 26 of 2000, provided the Executive has first

520:

fully complied with the Company's applicable procedures

521:

relating to such external disclosures.

522:

8.5

523:

The Executive shall not make or communicate any statement (whether

524:

written or oral) to any representative of the press, television, radio, or

525:

other media and shall not write any article for the press or otherwise

526:

for publication on any matter connected with or relating to the

527:

business of the Company other than in the proper performance of his

528:

duties.

529:

8.6

530:

The Company may at any time during the employment require the

531:

Executive to deliver to it immediately all documents (including all

532:

records, notes, original documents, extracts and summaries thereof),

533:

disks and other information storing medium relating to the business or

534:

affairs of the Company which he obtained or made whilst an employee

535:

of the Company. This obligation shall include all copies and

536:

reproductions of the same, however made.

537:

538:

539:

540:

541:

542:

543:

544:

COMPUTER SAFETY, COPYRIGHT, INVENTIONS AND PATENTS

545:

9.1

546:

The Executive will not make copies of any computer files belonging to

547:

the Company or their service providers and will not introduce any of

548:

his own computer files into any computer used by the Company in

549:

breach of any Company policy, unless he has obtained the consent of

550:

the Board.

551:

9.2

552:

The Executive acknowledges that the Company will become the

553:

owner of the intellectual property rights in any work which is eligible for

554:

intellectual property rights and which is created by him in the course

555:

and scope of providing services in terms of his employment.

556:

9.3

557:

Insofar as it may be necessary, the Executive will cede and assign to

558:

the Company concerned all intellectual property rights in any work

559:

created or executed by him in the course and scope of his

560:

employment.

561:

9.4

562:

The Executive undertakes not to exercise any residuary rights in

563:

respect of any work created or executed by him in the course and

564:

scope of his employment.

565:

9.5

566:

All work created or executed by the Executive in any fields in which he

567:

performs services will, unless he establishes to the contrary, be

568:

deemed to have been created or executed by him in the course and

569:

scope of his employment.

570:

9.6

571:

The Executive undertakes to assist to the best of his ability with any

572:

application which the Company may see fit to make for any form of

573:

574:

575:

576:

577:

578:

intellectual property protection, whether in the form of a foreign or

579:

South African patent or design right or otherwise, in respect of any

580:

concept, idea, process, method or technique which may be discovered

581:

by the Executive in the course of performing services in terms of his

582:

employment.

583:

9.7

584:

For the purposes of this agreement, the term "intellectual property

585:

rights" shall include, but shall not be limited to, copyright and patent

586:

and design rights.

587:

588:

TERMINATION AND SUSPENSION

589:

10.1

590:

Written notice given by either party, for any reason, to terminate the

591:

Executive’s employment under this agreement will also be deemed to

592:

be notice given to terminate the Executive’s employment under any

593:

other contract of service or contract of employment concluded with

594:

any company at the Company’s request.

595:

10.2

596:

The Company may terminate the employment immediately by written

597:

notice if the Executive does not perform the duties of the employment

598:

for a period of twenty-six (26) weeks (whether or not consecutive) in

599:

any period of twelve (12) months because of sickness, injury or other

600:

incapacity. This notice can be given whilst the Executive continues

601:

not to perform his duties or on expiry of the twenty-six (26) week

602:

period.

603:

10.3

604:

The Company may terminate the employment immediately by written

605:

notice if the Executive commits any serious or persistent breach of his

606:

obligations under this agreement; or is guilty of any gross misconduct

607:

608:

609:

610:

611:

612:

or conducts himself (whether in connection with the employment or

613:

not) in a way which is harmful to the Company or any other company

614:

in which it has an interest, including any joint venture; or is guilty of

615:

dishonesty or is convicted of an offence (other than a motoring offence

616:

which does not result in imprisonment) whether in connection with the

617:

employment or not; or becomes of unsound mind, is bankrupted or

618:

has a receiving order made against him or makes any general

619:

composition with his creditors or takes advantage of any statute

620:

affording relief for insolvent debtors; or becomes disqualified from

621:

being a director of a company.

622:

10.4

623:

The Company may suspend the Executive from the employment on

624:

full salary at any time, for a reasonable period, to investigate any

625:

matter in which the Executive is implicated or involved, whether

626:

directly or indirectly.

627:

10.5

628:

During all or any part of a period of notice whether given by the

629:

Company or the Executive or during any period of suspension, the

630:

Company may, in its absolute discretion, require the Executive either

631:

not to attend his place of work, and/or not undertake any work. During

632:

such period, the following conditions shall apply:

633:

(a)

634:

the Executive shall continue to be entitled to receive his

635:

contractual remuneration and other benefits;

636:

(b)

637:

the Executive's duties of fidelity, mutual trust and

638:

confidence, confidentiality and obligations under this

639:

agreement shall continue to apply;

640:

641:

642:

643:

644:

645:

(c)

646:

the Executive shall not undertake any other work or

647:

other business activities, except with the prior consent

648:

of the Company;

649:

(d)

650:

the Executive shall remain available or be contactable

651:

during normal business hours to provide such

652:

assistance to the Company as it shall reasonably

653:

require from time to time.

654:

10.6

655:

When the employment terminates, the Company may deduct from any

656:

monies due to the Executive (including remuneration) any amount that

657:

he owes to the Company.

658:

659:

CHANGE OF CONTROL

660:

11.1

661:

Subject to clause 11.4 below, if there is a Change of Control and the

662:

Executive's employment is terminated by the Company within twelve

663:

(12) months of that Change of Control (other than pursuant to clause

664:

10.3) or the Executive resigns in circumstances contemplated by

665:

section 186(1)(e) or (f) of the Labour Relations Act, 66 of 1995, the

666:

Company shall within one (1) month of the termination or resignation,

667:

pay the Executive a sum equal to –

668:

669:

(i) 670: payment of salary and benefits in lieu of his notice period;

671:

(ii)

672:

24 months' gross salary (less such tax and national insurance

673:

contributions as the Company is obliged to deduct from such

674:

sum); and

675:

676:

677:

678:

679:

680:

(iii)

681:

the value of any pension contributions that would have been

682:

made to the Executive by the Company in the six (6) months

683:

following the Termination Date.

684:

685:

11.2

686:

Upon a Change of Control the Executive's entitlements under the

687:

Executive Share Option Scheme, Deferred Bonus Plan or any similar

688:

plan or scheme shall be as detailed in the Rules of the relevant plan or

689:

scheme.

690:

691:

11.3

692:

The expressions "the Executive's employment is terminated by the

693:

Company" and "the Executive resigns in circumstances contemplated

694:

by section 186(1)(e) or (f) of the Labour Relations Act, 66 of 1995" do

695:

not include termination by operation of law (including frustration) or by

696:

mutual consent.

697:

698:

11.4

699:

The Executive's entitlement to any benefit or payment under this

700:

clause 11 is conditional upon the Executive entering into such

701:

agreement or agreements under seal as the Company may

702:

reasonably require (including a compromise agreement) whereby the

703:

Executive -

704:

705:

11.4.1

706:

accepts such benefit and/or payment in full and final settlement

707:

of all claims the Executive would have against the Company

708:

arising out of the termination of this Agreement including unfair

709:

dismissal, statutory redundancy payment and non-payment of

710:

bonus and validly waives all such claims against the Company;

711:

and

712:

713:

714:

715:

716:

717:

718:

11.4.2

719:

undertakes to remain bound by the provisions contained in

720:

clauses 11 and 13 notwithstanding the termination of this

721:

agreement; and

722:

723:

11.4.3

724:

resigns with immediate effect and without claim for

725:

compensation from all employments, secretaryships,

726:

trusteeships, directorships or other offices held by him at the

727:

instance of the Company.

728:

729:

12 730: RESTRICTIONS AFTER TERMINATION OF EMPLOYMENT

731:

732:

12.1

733:

The Executive agrees with the Company that during the period of six

734:

(6) months commencing on the Termination Date he will not (either on

735:

his own behalf or for or with any other person, whether directly or

736:

indirectly) entice or try to entice away from the Company any person

737:

who was a senior employee, director or officer of such a company at

738:

any time during his last twelve (12) months of service with the

739:

Company and with whom he had worked closely at any time during

740:

that period.

741:

12.2

742:

Following the Termination Date, the Executive will not represent

743:

himself as being in any way connected with the businesses of the

744:

Company (except to the extent agreed).

745:

12.3

746:

Any benefit given or deemed to be given by the Executive to any

747:

company under the terms of clause 12.1 is received and held in trust

748:

by the Company. The Executive will enter into similar restrictive

749:

covenants directly if asked to do so by the Company.

750:

751:

752:

753:

754:

755:

12.4

756:

The Executive acknowledges and agrees that he shall be obliged to

757:

draw the provisions of this agreement to the attention of any third

758:

party who may at any time before or after the termination of the

759:

employment offer to engage the Executive in any capacity and for

760:

whom or with whom the Executive intends to work during the relevant

761:

period.

762:

763:

RETURN OF COMPANY PROPERTY

764:

13.1

765:

At any time during the employment (at the request of the Company) or

766:

when the employment terminates, the Executive will immediately

767:

return to the Company:

768:

13.1.1

769:

all documents and other materials (whether originals or copies)

770:

made or compiled by or delivered to the Executive during the

771:

employment and concerning the Company and all other

772:

companies, including joint ventures. The Executive will not

773:

retain any copies of any materials or other information; and

774:

13.1.2

775:

all other property belonging or relating to the Company or any

776:

other company, including joint ventures, which is in the

777:

possession or under the control of the Executive.

778:

779:

DIRECTORSHIPS

780:

14.1

781:

The Executive’s office as a director of the Company or any other

782:

company, including joint ventures, is subject to the Articles of

783:

Association of the relevant company (as amended from time to time).

784:

If the provisions of this agreement conflict with the provisions of the

785:

786:

787:

788:

789:

790:

Articles of Association of the relevant company, the Articles of

791:

Association will prevail.

792:

14.2

793:

The Executive must resign from any office held in any company,

794:

including a joint venture, if he is asked to do so by the Company.

795:

14.3

796:

If the Executive does not resign as an officer, having been requested

797:

to do so in accordance with clause 14.2, the Company will be

798:

appointed as his attorney to effect his resignation. By entering into

799:

this agreement the Executive irrevocably appoints the Company as his

800:

attorney to act on his behalf to execute any document or do anything

801:

in his name necessary to effect his resignation in accordance with

802:

clause 14.2. If there is any doubt as to whether such a document (or

803:

other thing) has been carried out within the authority conferred by this

804:

clause 14.3, a certificate in writing (signed by any director or the

805:

secretary of the Company) will be sufficient to prove that the act or

806:

thing falls within that authority.

807:

14.4

808:

The termination of any directorship or other office held by the

809:

Executive will not terminate the Executive's employment or amount to

810:

a breach of terms of this agreement by the Company.

811:

14.5

812:

During the employment the Executive will not do anything which could

813:

cause him to be disqualified from continuing to act as a director of any

814:

company.

815:

14.6

816:

The Executive must not resign his office as a director of any company

817:

without the agreement of the Board, whose agreement shall not be

818:

unreasonably withheld.

819:

820:

821:

822:

823:

824:

825:

OFFERS ON LIQUIDATION

826:

15.1

827:

The Executive will have no claim against the Company if the

828:

employment is terminated by reason of liquidation in order to

829:

reconstruct or amalgamate the Company or by reason of any

830:

reorganisation of the Company; and

831:

15.1.1

832:

the Executive is offered employment with the company

833:

succeeding to the Company upon such liquidation or

834:

reorganisation; and

835:

15.1.2

836:

the new terms of employment offered to the Executive are no

837:

less favourable to him than the terms of this agreement.

838:

839:

NOTICES

840:

16.1

841:

Any notices given under this agreement must be given by letter or fax.

842:

Notice to the Company must be addressed to its registered office at

843:

the time the notice is given. Notice to the Executive must be given to

844:

him personally or sent to his last known address.

845:

16.2

846:

Except for notices given by hand, notices will be deemed to have been

847:

given at the time at which the letter or fax would be delivered in the

848:

ordinary course of post or transmission.

849:

850:

STATUTORY PARTICULARS

851:

This agreement and the attached schedule contain the written particulars of

852:

employment which the Executive is entitled to receive under the provisions of

853:

section 29 of the Basic Conditions of Employment Act, 75 of 1997.

854:

855:

856:

857:

858:

859:

860:

MISCELLANEOUS

861:

18.1

862:

This agreement may only be modified by the written agreement of the

863:

parties.

864:

18.2

865:

The Executive cannot assign this agreement to anyone else.

866:

18.3

867:

References in this agreement to rules, regulations, policies,

868:

handbooks or other similar documents which supplement it, are

869:

referred to in it or describe any pensions or other benefits

870:

arrangement, are references to the versions or forms of the relevant

871:

documents as amended or updated from time to time.

872:

18.4

873:

This agreement supersedes any previous written or oral agreement

874:

between the parties in relation to the matters dealt within it. It contains

875:

the whole agreement between the parties relating to the employment

876:

at the date the agreement was entered into (except for those terms

877:

implied by law which cannot be excluded by the agreement of the

878:

parties). The Executive acknowledges that he has not been induced

879:

to enter into this agreement by any representation, warranty or

880:

undertaking not expressly incorporated into it.

881:

18.5

882:

Neither party's rights or powers under this agreement will be affected

883:

if:

884:

18.5.1

885:

one party delays in enforcing any provisions of this agreement;

886:

887:

18.5.2

888:

one party grants time to the other party.

889:

890:

891:

892:

893:

894:

18.6

895:

If either party agrees to waive his rights under a provision of this

896:

agreement, that waiver will only be effective if it is in writing and it is

897:

signed by him. A party's agreement to waive any breach of any term

898:

or condition of this agreement will not be regarded as a waiver of any

899:

subsequent breach of the same term or condition or a different term or

900:

condition.

901:

18.7

902:

The various provisions and sub-provisions of this agreement are

903:

severable and if any provision or sub-provision is held to be

904:

unenforceable by any court or competent jurisdiction then such

905:

unenforceability shall not affect the enforceability of the remaining

906:

provisions or sub-provisions in this agreement.

907:

18.8

908:

This agreement is governed by and will be interpreted in accordance

909:

with the laws of South Africa. Each of the parties submit to the

910:

exclusive jurisdiction of the South African Courts as regards any claim

911:

or matter arising under this agreement.

912:

913:

914:

915:

916:

917:

918:

SIGNED at LONDON on this the 5TH day of APRIL 2004

919:

in the presence of the undersigned witnesses :

920:

AS WITNESSES:

921:

/s/ 922: R P EDEY

923:

For 924: and on behalf of the COMPANY

925:

926:

/s/ N W UNWIN

927:

928:

/s/ A CLARKE

929:

SIGNED at JOHANNESBURG on this the 27TH day of MAY 2004

930:

in the presence of the undersigned witnesses :

931:

AS WITNESSES:

932:

/s/ 933: R M GODSELL

934:

[EXECUTIVE]

935:

936:

/s/ E VAN NIEKERK

937:

938:

/s/ N W UNWIN

939:

940: 941: 942: 943: 944:

945:

946:

947:

948:

949:

CONTRACT OF EMPLOYMENT

950:

951:

952:

entered into between :

953:

954:

955:

ANGLOGOLD LIMITED

956:

957:

958:

and

959:

960:

961:

JONATHAN GOURLAY BEST

962:

963:

964:

965:

966:

967:

Exhibit 19.4.3

968: 969: 970:

971:

972:

973:

974:

975:

This agreement is made on 27 May 2004 between

976:

(1)

977:

AngloGold Limited, a company registered in South Africa according to the

978:

company laws of South Africa, and whose registered office is at 11

979:

DIAGONAL STREET, JOHANNESBURG 2001 (“hereinafter referred to as

980:

“the Company”); and

981:

(2)

982:

JONATHAN GOURLAY BEST of 89 TYRWHITT AVENUE, BIRDHAVEN

983:

2196 (hereinafter referred to as “the Executive”)

984:

This agreement records the terms on which the Executive is employed by the

985:

Company.

986:

987:

INTERPRETATION

988:

1.1

989:

In this agreement (and any schedules to it):

990:

1.1.1 991: “Board” means the board of directors of the Company from

992:

time to time or any person or committee nominated by the

993:

board of directors as its representative for the purposes of this

994:

agreement;

995:

1.1.2 996: "Change of Control" shall have occurred if:

997:

1.1.2.1

998:

the Company becomes a subsidiary of another

999:

company; or

1000:

1.1.2.2

1001:

all or substantially all of the business, assets and

1002:

undertakings of the Company become owned by any

1003:

person, firm or company.

1004:

1005:

1006:

1007:

1008:

1009:

1.1.3 1010: “Employment” means the employment governed by this

1011:

agreement;

1012:

1.1.4

1013:

“Termination Date” means the date on which the Employment

1014:

is terminated.

1015:

1.2

1016:

References to any statutory provisions include any modifications or re-

1017:

enactment of those provisions.

1018:

1019:

TERMS OF EMPLOYMENT

1020:

2.1

1021:

Notwithstanding the date of signature hereof, employment under this

1022:

agreement commenced on 1 JANUARY 2004.

1023:

2.2

1024:

Subject to clause 10 (Termination and Suspension) the employment

1025:

will continue until terminated by either party giving not less than 6

1026:

calendar months’ notice, in writing, to the other.

1027:

2.3

1028:

Notwithstanding the other provisions of this agreement, the

1029:

employment will automatically terminate on the last day of the

1030:

calendar year in which the Executive reaches the age of sixty (60).

1031:

1032:

DUTIES OF THE EXECUTIVE

1033:

3.1

1034:

The Executive will serve as Executive Director: Finance and in any

1035:

other executive capacity as the Board and the Executive may agree

1036:

from time to time.

1037:

3.2

1038:

The Executive will work such hours as are reasonably necessary to

1039:

perform his duties under this contract to the satisfaction of the Board.

1040:

1041:

1042:

1043:

1044:

1045:

3.3

1046:

The Executive will –

1047:

3.3.1

1048:

devote sufficient time, attention and skill to the employment to

1049:

perform his duties;

1050:

3.3.2

1051:

properly perform his duties and exercise his powers;

1052:

3.3.3

1053:

accept any offices or directorships as reasonably required by

1054:

the Board after consultation with the Executive;

1055:

3.3.4

1056:

comply with all rules and regulations issued by the Company;

1057:

3.3.5

1058:

obey the directions of the Board; and

1059:

3.3.6

1060:

use his best endeavors to promote the interests and reputation

1061:

of the Company.

1062:

3.4

1063:

The Executive accepts that –

1064:

3.4.1

1065:

he will be required to perform duties for AngloGold Limited.

1066:

The Company will remain responsible for the payments and

1067:

benefits he is entitled to receive under this agreement;

1068:

3.4.2

1069:

the Company may appoint any other person to act jointly with

1070:

him.

1071:

3.5

1072:

The Executive will keep the Board fully informed of his conduct of the

1073:

business, finances or affairs of the Company or business for which he

1074:

is responsible, in a prompt and timely manner. He will provide

1075:

information to the Board in writing if requested.

1076:

1077:

1078:

1079:

1080:

1081:

3.6

1082:

During the employment, the Executive will be required annually at the

1083:

Company’s expense to undergo medical examinations.

1084:

3.6.1

1085:

The timing of such examinations will be determined by

1086:

notification from the Company's senior medical executive, as

1087:

there are specific requirements to be met by both the

1088:

Executive and the specialists who undertake the medical

1089:

examination.

1090:

3.6.2

1091:

The Executive will receive due notice of when his medical

1092:

should be undertaken and is asked to read the instructions

1093:

carefully at that time, as the Company will not bear the costs of

1094:

any examination not covered by the instruction that will be set

1095:

out in the notification.

1096:

3.6.3

1097:

The results of the examination will only be disclosed to the

1098:

Company's senior medical executive, with the Executive's

1099:

express permission, and the Executive will make his wishes in

1100:

this regard very clear to the physician.

1101:

1102:

INTERESTS OF THE EXECUTIVE

1103:

4.1

1104:

The Executive will disclose promptly in writing to the Board, in

1105:

accordance with Company policy, all his material interests (for

1106:

example, shareholdings of 1% or more of the issued share capital of

1107:

any company listed on a stock exchange or directorships) and those

1108:

of a commercial or business nature where any conflict could arise in

1109:

relation to the Company, except his interests in any Company which

1110:

he takes on or holds at the request of the Board. The Executive will

1111:

1112:

1113:

1114:

1115:

1116:

not accept any directorships or offices without the prior written consent

1117:

of the Board.

1118:

4.2

1119:

During the employment, the Executive will not be directly or indirectly

1120:

engaged or concerned in the conduct of any activity which is similar to

1121:

or competes with any activity carried on by any Company (except as a

1122:

representative of the Company or with the written consent of the

1123:

Board).

1124:

4.3

1125:

The Executive will (and will procure that his wife and dependent

1126:

children) comply with any applicable legislation and regulations issued

1127:

by the Johannesburg Securities Exchange relating to securities

1128:

transactions by directors of listed companies, and any rules or policies

1129:

issued by the Company from time to time in relation to the holding or

1130:

trading of securities.

1131:

4.4

1132:

The Executive acknowledges that because of the services to be

1133:

provided under this Agreement, he is likely to come into possession of

1134:

unpublished price-sensitive information in relation to a listed company.

1135:

The Executive agrees, for the duration of this Agreement, not to deal

1136:

in the shares of the Company (including dealings in warrants and

1137:

exercising options over shares) during closed periods. These periods

1138:

are published by the Company Secretary's office in writing and

1139:

coincide with the imminent publication of the quarterly and year end

1140:

financial results of the Company, representing a thirty day period

1141:

immediately preceding the date of publication of the financial results.

1142:

1143:

1144:

1145:

1146:

1147:

1148:

4.5

1149:

The Executive also agrees to comply with the provisions of the Insider

1150:

Trading Act, 135 of 1998, and to refrain from dealing in shares of the

1151:

Company at any time that he might be in possession (whether directly

1152:

or indirectly) of any information pertinent to the affairs of the Company

1153:

or any company within AngloGold Limited, that is likely to have a

1154:

material effect on the price or value of AngloGold’s shares.

1155:

5 1156: MOBILITY

1157:

The Company has operations in various parts of South Africa and

1158:

abroad. The Executive may be required and the Company reserves

1159:

the right, after consultation with the Executive, to relocate the

1160:

Executive from his current place of employment to these operations.

1161:

During the employment the Executive will be required to relocate if

1162:

requested to do so, unless he has reasonable grounds for refusing the

1163:

request.

1164:

1165:

BASIC EMPLOYMENT COST ("BEC")

1166:

6.1

1167:

The Executive's BEC is TWO MILLION, FIVE HUNDRED AND

1168:

FORTY FOUR THOUSAND RAND (R2 544 000) per annum. The

1169:

Executive's BEC is inclusive of director's fees and any remuneration

1170:

or benefits received from any AngloGold Company. The Executive's

1171:

salary will be paid monthly in arrears by bank transfer during the last

1172:

working week of each month. A review will usually take place at the

1173:

year end and any revised BEC will take effect from 1 January of the

1174:

next year.

1175:

1176:

1177:

1178:

1179:

1180:

1181:

6.2

1182:

Pension

1183:

The Executive will continue to be a member of the AngloGold Pension

1184:

Fund, subject to the Fund's rules from time to time.

1185:

6.3

1186:

Medical Aid

1187:

6.3.1

1188:

The Executive will remain a member of the AngloGold Medical

1189:

Scheme, and receive benefits subject to the rules of the

1190:

scheme and the contribution levels applicable from time to

1191:

time.

1192:

6.3.2

1193:

The onus is on the Executive to notify the Company of any

1194:

change in status relevant to the Executive's medical aid

1195:

membership.

1196:

6.4

1197:

Leave

1198:

6.4.1

1199:

The Executive will be entitled to vacation leave and his

1200:

entitlement will be thirty (30) working days per annum.

1201:

6.4.2

1202:

Vacation and sick leave are governed by the Company's leave

1203:

regulations, as amended from time to time.

1204:

6.4.3

1205:

Without prejudice to the Company's right to terminate the

1206:

employment at any time in accordance with clause 2 or

1207:

clause

1208:

10, salary payable and benefits provided to the

1209:

Executive under this agreement may cease if the Board so

1210:

decides after twenty-six (26) consecutive weeks of absence

1211:

1212:

1213:

1214:

1215:

1216:

from work by the Executive in any period of twelve (12) months

1217:

due to illness or injury.

1218:

6.4.4

1219:

If the Executive is absent from work due to sickness or injury

1220:

which is caused by the fault of another person and, as a

1221:

consequence, recovers from that person or another person

1222:

any sum representing compensation for loss of salary under

1223:

this agreement, the Executive will repay to the Company any

1224:

money it has paid to him as salary in respect of the same

1225:

period of absence, but such repayment shall not exceed the

1226:

amount he has recovered. The provision of any other benefits

1227:

will be in accordance with Company policy as amended from

1228:

time to time.

1229:

6.5

1230:

Deductions

1231:

The Company will deduct from any payment due to the Executive

1232:

those statutory deductions required by law, such as PAYE. In

1233:

addition, employee specific deductions will be made for Pension Fund

1234:

and other conditions of service such as Medical Aid and the like, as

1235:

these apply.

1236:

6.6

1237:

Death and Accident Insurance

1238:

The Executive will have the benefit of the Company's insurance

1239:

policies providing employees (but not their dependants) with twenty-

1240:

four (24) hour cover against permanent disability and death arising

1241:

from accidents, whether or not these are sustained in the course of

1242:

1243:

1244:

1245:

1246:

1247:

employment. Benefits payable upon death by natural causes will be

1248:

governed by the rules of AngloGold Pension Fund.

1249:

6.7

1250:

Security Card

1251:

The Executive has been issued with a security card that, in the

1252:

interests of effective security control, should be produced on request

1253:

and may not be loaned to any other individual. Upon termination of

1254:

the employment, the security card must be returned to the Payroll

1255:

Section.

1256:

6.8

1257:

Rules and Regulations

1258:

6.8.1

1259:

The Executive will be subject to the Company’s rules and

1260:

procedures now in existence, and those that may be

1261:

introduced in the future and to all common law and any

1262:

statutory provisions that may be applicable.

1263:

6.8.2

1264:

The Company's rules, policies and procedures on employment

1265:

related matters, will change from time to time to address new

1266:

circumstances. The Executive will be expected to comply with

1267:

all rules, policies and procedures and to all common law and

1268:

any statutory provisions that are in force.

1269:

1270:

EXPENSES

1271:

The Company will procure the refund to the Executive of all reasonable

1272:

expenses properly incurred by him in performing his duties under this

1273:

agreement. This will include expenses relating to entertainment, subsistence

1274:

and travelling. The Company will require the Executive to produce official

1275:

1276:

1277:

1278:

1279:

1280:

receipts or other available documents as proof that he has incurred any

1281:

expenses he claims.

1282:

1283:

CONFIDENTIALITY

1284:

8.1

1285:

Without prejudice to the common law duties which he owes to the

1286:

Company, the Executive agrees that he will not, except in the proper

1287:

performance of his duties, use or disclose to any person any of the

1288:

Company’s trade secrets or confidential information. This restriction

1289:

will continue to apply after the termination of the employment without

1290:

limit in time.

1291:

8.2

1292:

In the course of the employment, the Executive may obtain trade

1293:

secrets and confidential information belonging or relating to other

1294:

companies and other persons, including joint ventures in which the

1295:

Company has an interest. He will treat such information as if it falls

1296:

within the terms of clause 8.1, and clause 8.1 will apply with any

1297:

necessary amendments to such information. If requested to do so by

1298:

the Company, the Executive will enter into an agreement with other

1299:

companies and any other persons, including joint ventures, in the

1300:

same terms as clause 8.1 with any amendments necessary to give

1301:

effect to this provision.

1302:

8.3

1303:

The Executive shall not at any time during the continuance of his

1304:

employment with the Company make any copy, record, notes or

1305:

memoranda (whether or not recorded in writing or on computer disk or

1306:

tape) relating to any matter within the scope of the Company's

1307:

business, dealings or affairs otherwise than for the benefit of the

1308:

Company.

1309:

1310:

1311:

1312:

1313:

1314:

8.4

1315:

The obligations contained in clause 8.1 shall cease to apply to any

1316:

information or knowledge which:

1317:

8.4.1

1318:

may subsequently come into the public domain after the

1319:

termination of the employment other than by way of

1320:

unauthorised disclosure; or

1321:

8.4.2

1322:

the Executive is entitled to disclose under the Protected

1323:

Disclosures Act, 26 of 2000, provided the Executive has first

1324:

fully complied with the Company's applicable procedures

1325:

relating to such external disclosures.

1326:

8.5

1327:

The Executive shall not make or communicate any statement (whether

1328:

written or oral) to any representative of the press, television, radio, or

1329:

other media and shall not write any article for the press or otherwise

1330:

for publication on any matter connected with or relating to the

1331:

business of the Company other than in the proper performance of his

1332:

duties.

1333:

8.6

1334:

The Company may at any time during the employment require the

1335:

Executive to deliver to it immediately all documents (including all

1336:

records, notes, original documents, extracts and summaries thereof),

1337:

disks and other information storing medium relating to the business or

1338:

affairs of the Company which he obtained or made whilst an employee

1339:

of the Company. This obligation shall include all copies and

1340:

reproductions of the same, however made.

1341:

1342:

1343:

1344:

1345:

1346:

1347:

1348:

COMPUTER SAFETY, COPYRIGHT, INVENTIONS AND PATENTS

1349:

9.1

1350:

The Executive will not make copies of any computer files belonging to

1351:

the Company or their service providers and will not introduce any of

1352:

his own computer files into any computer used by the Company in

1353:

breach of any Company policy, unless he has obtained the consent of

1354:

the Board.

1355:

9.2

1356:

The Executive acknowledges that the Company will become the

1357:

owner of the intellectual property rights in any work which is eligible for

1358:

intellectual property rights and which is created by him in the course

1359:

and scope of providing services in terms of his employment.

1360:

9.3

1361:

Insofar as it may be necessary, the Executive will cede and assign to

1362:

the Company concerned all intellectual property rights in any work

1363:

created or executed by him in the course and scope of his

1364:

employment.

1365:

9.4

1366:

The Executive undertakes not to exercise any residuary rights in

1367:

respect of any work created or executed by him in the course and

1368:

scope of his employment.

1369:

9.5

1370:

All work created or executed by the Executive in any fields in which he

1371:

performs services will, unless he establishes to the contrary, be

1372:

deemed to have been created or executed by him in the course and

1373:

scope of his employment.

1374:

9.6

1375:

The Executive undertakes to assist to the best of his ability with any

1376:

application which the Company may see fit to make for any form of

1377:

1378:

1379:

1380:

1381:

1382:

intellectual property protection, whether in the form of a foreign or

1383:

South African patent or design right or otherwise, in respect of any

1384:

concept, idea, process, method or technique which may be discovered

1385:

by the Executive in the course of performing services in terms of his

1386:

employment.

1387:

9.7

1388:

For the purposes of this agreement, the term "intellectual property

1389:

rights" shall include, but shall not be limited to, copyright and patent

1390:

and design rights.

1391:

1392:

TERMINATION AND SUSPENSION

1393:

10.1

1394:

Written notice given by either party, for any reason, to terminate the

1395:

Executive’s employment under this agreement will also be deemed to

1396:

be notice given to terminate the Executive’s employment under any

1397:

other contract of service or contract of employment concluded with

1398:

any company at the Company’s request.

1399:

10.2

1400:

The Company may terminate the employment immediately by written

1401:

notice if the Executive does not perform the duties of the employment

1402:

for a period of twenty-six (26) weeks (whether or not consecutive) in

1403:

any period of twelve (12) months because of sickness, injury or other

1404:

incapacity. This notice can be given whilst the Executive continues

1405:

not to perform his duties or on expiry of the twenty-six (26) week

1406:

period.

1407:

10.3

1408:

The Company may terminate the employment immediately by written

1409:

notice if the Executive commits any serious or persistent breach of his

1410:

obligations under this agreement; or is guilty of any gross misconduct

1411:

1412:

1413:

1414:

1415:

1416:

or conducts himself (whether in connection with the employment or

1417:

not) in a way which is harmful to the Company or any other company

1418:

in which it has an interest, including any joint venture; or is guilty of

1419:

dishonesty or is convicted of an offence (other than a motoring offence

1420:

which does not result in imprisonment) whether in connection with the

1421:

employment or not; or becomes of unsound mind, is bankrupted or

1422:

has a receiving order made against him or makes any general

1423:

composition with his creditors or takes advantage of any statute

1424:

affording relief for insolvent debtors; or becomes disqualified from

1425:

being a director of a company.

1426:

10.4

1427:

The Company may suspend the Executive from the employment on

1428:

full salary at any time, for a reasonable period, to investigate any

1429:

matter in which the Executive is implicated or involved, whether

1430:

directly or indirectly.

1431:

10.5

1432:

During all or any part of a period of notice whether given by the

1433:

Company or the Executive or during any period of suspension, the

1434:

Company may, in its absolute discretion, require the Executive either

1435:

not to attend his place of work, and/or not undertake any work. During

1436:

such period, the following conditions shall apply:

1437:

(a)

1438:

the Executive shall continue to be entitled to receive his

1439:

contractual remuneration and other benefits;

1440:

(b)

1441:

the Executive's duties of fidelity, mutual trust and

1442:

confidence, confidentiality and obligations under this

1443:

agreement shall continue to apply;

1444:

1445:

1446:

1447:

1448:

1449:

(c)

1450:

the Executive shall not undertake any other work or

1451:

other business activities, except with the prior consent

1452:

of the Company;

1453:

(d)

1454:

the Executive shall remain available or be contactable

1455:

during normal business hours to provide such

1456:

assistance to the Company as it shall reasonably

1457:

require from time to time.

1458:

10.6

1459:

When the employment terminates, the Company may deduct from any

1460:

monies due to the Executive (including remuneration) any amount that

1461:

he owes to the Company.

1462:

1463:

CHANGE OF CONTROL

1464:

11.1

1465:

Subject to clause 11.4 below, if there is a Change of Control and the

1466:

Executive's employment is terminated by the Company within twelve

1467:

(12) months of that Change of Control (other than pursuant to clause

1468:

10.3) or the Executive resigns in circumstances contemplated by

1469:

section 186(1)(e) or (f) of the Labour Relations Act, 66 of 1995, the

1470:

Company shall within one (1) month of the termination or resignation,

1471:

pay the Executive a sum equal to –

1472:

1473:

(i) payment of salary and benefits in lieu of his notice period;

1474:

(ii)

1475:

12 months' gross salary (less such tax and national insurance

1476:

contributions as the Company is obliged to deduct from such

1477:

sum); and

1478:

1479:

1480:

1481:

1482:

1483:

(iii)

1484:

the value of any pension contributions that would have been

1485:

made to the Executive by the Company in the six (6) months

1486:

following the Termination Date.

1487:

1488:

11.2

1489:

Upon a Change of Control the Executive's entitlements under the

1490:

Executive Share Option Scheme, Deferred Bonus Plan or any similar

1491:

plan or scheme shall be as detailed in the Rules of the relevant plan or

1492:

scheme.

1493:

1494:

11.3

1495:

The expressions "the Executive's employment is terminated by the

1496:

Company" and "the Executive resigns in circumstances contemplated

1497:

by section 186(1)(e) or (f) of the Labour Relations Act, 66 of 1995" do

1498:

not include termination by operation of law (including frustration) or by

1499:

mutual consent.

1500:

1501:

11.4

1502:

The Executive's entitlement to any benefit or payment under this

1503:

clause 11 is conditional upon the Executive entering into such

1504:

agreement or agreements under seal as the Company may

1505:

reasonably require (including a compromise agreement) whereby the

1506:

Executive -

1507:

1508:

11.4.1

1509:

accepts such benefit and/or payment in full and final settlement

1510:

of all claims the Executive would have against the Company

1511:

arising out of the termination of this Agreement including unfair

1512:

dismissal, statutory redundancy payment and non-payment of

1513:

bonus and validly waives all such claims against the Company;

1514:

and

1515:

1516:

1517:

1518:

1519:

1520:

1521:

11.4.2

1522:

undertakes to remain bound by the provisions contained in

1523:

clauses 11 and 13 notwithstanding the termination of this

1524:

agreement; and

1525:

1526:

11.4.3

1527:

resigns with immediate effect and without claim for

1528:

compensation from all employments, secretaryships,

1529:

trusteeships, directorships or other offices held by him at the

1530:

instance of the Company.

1531:

1532:

12 1533: RESTRICTIONS AFTER TERMINATION OF EMPLOYMENT

1534:

1535:

12.1

1536:

The Executive agrees with the Company that during the period of six

1537:

(6) months commencing on the Termination Date he will not (either on

1538:

his own behalf or for or with any other person, whether directly or

1539:

indirectly) entice or try to entice away from the Company any person

1540:

who was a senior employee, director or officer of such a company at

1541:

any time during his last twelve (12) months of service with the

1542:

Company and with whom he had worked closely at any time during

1543:

that period.

1544:

12.2

1545:

Following the Termination Date, the Executive will not represent

1546:

himself as being in any way connected with the businesses of the

1547:

Company (except to the extent agreed).

1548:

12.3

1549:

Any benefit given or deemed to be given by the Executive to any

1550:

company under the terms of clause 12.1 is received and held in trust

1551:

by the Company. The Executive will enter into similar restrictive

1552:

covenants directly if asked to do so by the Company.

1553:

1554:

1555:

1556:

1557:

1558:

12.4

1559:

The Executive acknowledges and agrees that he shall be obliged to

1560:

draw the provisions of this agreement to the attention of any third

1561:

party who may at any time before or after the termination of the

1562:

employment offer to engage the Executive in any capacity and for

1563:

whom or with whom the Executive intends to work during the relevant

1564:

period.

1565:

1566:

RETURN OF COMPANY PROPERTY

1567:

13.1

1568:

At any time during the employment (at the request of the Company) or

1569:

when the employment terminates, the Executive will immediately

1570:

return to the Company:

1571:

13.1.1

1572:

all documents and other materials (whether originals or copies)

1573:

made or compiled by or delivered to the Executive during the

1574:

employment and concerning the Company and all other

1575:

companies, including joint ventures. The Executive will not

1576:

retain any copies of any materials or other information; and

1577:

13.1.2

1578:

all other property belonging or relating to the Company or any

1579:

other company, including joint ventures, which is in the

1580:

possession or under the control of the Executive.

1581:

1582:

DIRECTORSHIPS

1583:

14.1

1584:

The Executive’s office as a director of the Company or any other

1585:

company, including joint ventures, is subject to the Articles of

1586:

Association of the relevant company (as amended from time to time).

1587:

If the provisions of this agreement conflict with the provisions of the

1588:

1589:

1590:

1591:

1592:

1593:

Articles of Association of the relevant company, the Articles of

1594:

Association will prevail.

1595:

14.2

1596:

The Executive must resign from any office held in any company,

1597:

including a joint venture, if he is asked to do so by the Company.

1598:

14.3

1599:

If the Executive does not resign as an officer, having been requested

1600:

to do so in accordance with clause 14.2, the Company will be

1601:

appointed as his attorney to effect his resignation. By entering into

1602:

this agreement the Executive irrevocably appoints the Company as his

1603:

attorney to act on his behalf to execute any document or do anything

1604:

in his name necessary to effect his resignation in accordance with

1605:

clause 14.2. If there is any doubt as to whether such a document (or

1606:

other thing) has been carried out within the authority conferred by this

1607:

clause 14.3, a certificate in writing (signed by any director or the

1608:

secretary of the Company) will be sufficient to prove that the act or

1609:

thing falls within that authority.

1610:

14.4

1611:

The termination of any directorship or other office held by the

1612:

Executive will not terminate the Executive's employment or amount to

1613:

a breach of terms of this agreement by the Company.

1614:

14.5

1615:

During the employment the Executive will not do anything which could

1616:

cause him to be disqualified from continuing to act as a director of any

1617:

company.

1618:

14.6

1619:

The Executive must not resign his office as a director of any company

1620:

without the agreement of the Board, whose agreement shall not be

1621:

unreasonably withheld.

1622:

1623:

1624:

1625:

1626:

1627:

1628:

OFFERS ON LIQUIDATION

1629:

15.1

1630:

The Executive will have no claim against the Company if the

1631:

employment is terminated by reason of liquidation in order to

1632:

reconstruct or amalgamate the Company or by reason of any

1633:

reorganisation of the Company; and

1634:

15.1.1

1635:

the Executive is offered employment with the company

1636:

succeeding to the Company upon such liquidation or

1637:

reorganisation; and

1638:

15.1.2

1639:

the new terms of employment offered to the Executive are no

1640:

less favourable to him than the terms of this agreement.

1641:

1642:

NOTICES

1643:

16.1

1644:

Any notices given under this agreement must be given by letter or fax.

1645:

Notice to the Company must be addressed to its registered office at

1646:

the time the notice is given. Notice to the Executive must be given to

1647:

him personally or sent to his last known address.

1648:

16.2

1649:

Except for notices given by hand, notices will be deemed to have been

1650:

given at the time at which the letter or fax would be delivered in the

1651:

ordinary course of post or transmission.

1652:

1653:

STATUTORY PARTICULARS

1654:

This agreement and the attached schedule contain the written particulars of

1655:

employment which the Executive is entitled to receive under the provisions of

1656:

section 29 of the Basic Conditions of Employment Act, 75 of 1997.

1657:

1658:

1659:

1660:

1661:

1662:

1663:

MISCELLANEOUS

1664:

18.1

1665:

This agreement may only be modified by the written agreement of the

1666:

parties.

1667:

18.2

1668:

The Executive cannot assign this agreement to anyone else.

1669:

18.3

1670:

References in this agreement to rules, regulations, policies,

1671:

handbooks or other similar documents which supplement it, are

1672:

referred to in it or describe any pensions or other benefits

1673:

arrangement, are references to the versions or forms of the relevant

1674:

documents as amended or updated from time to time.

1675:

18.4

1676:

This agreement supersedes any previous written or oral agreement

1677:

between the parties in relation to the matters dealt within it. It contains

1678:

the whole agreement between the parties relating to the employment

1679:

at the date the agreement was entered into (except for those terms

1680:

implied by law which cannot be excluded by the agreement of the

1681:

parties). The Executive acknowledges that he has not been induced

1682:

to enter into this agreement by any representation, warranty or

1683:

undertaking not expressly incorporated into it.

1684:

18.5

1685:

Neither party's rights or powers under this agreement will be affected

1686:

if:

1687:

18.5.1

1688:

one party delays in enforcing any provisions of this agreement;

1689:

1690:

18.5.2

1691:

one party grants time to the other party.

1692:

1693:

1694:

1695:

1696:

1697:

18.6

1698:

If either party agrees to waive his rights under a provision of this

1699:

agreement, that waiver will only be effective if it is in writing and it is

1700:

signed by him. A party's agreement to waive any breach of any term

1701:

or condition of this agreement will not be regarded as a waiver of any

1702:

subsequent breach of the same term or condition or a different term or

1703:

condition.

1704:

18.7

1705:

The various provisions and sub-provisions of this agreement are

1706:

severable and if any provision or sub-provision is held to be

1707:

unenforceable by any court or competent jurisdiction then such

1708:

unenforceability shall not affect the enforceability of the remaining

1709:

provisions or sub-provisions in this agreement.

1710:

18.8

1711:

This agreement is governed by and will be interpreted in accordance

1712:

with the laws of South Africa. Each of the parties submit to the

1713:

exclusive jurisdiction of the South African Courts as regards any claim

1714:

or matter arising under this agreement.

1715:

1716:

1717:

1718:

1719:

1720:

1721:

SIGNED at London on this the 5th day of April 2004

1722:

in the presence of the undersigned witnesses :

1723:

AS WITNESSES:

1724:

/s/ 1725: R

1726:

P Edey

1727:

For

1728:

and 1729: on behalf of the COMPANY

1730:

1731:

/s/ N F Unwin

1732:

1733:

/s/ A CLARKE

1734:

SIGNED at Johannesburg on this the 24th day of May 2004

1735:

in the presence of the undersigned witnesses :

1736:

AS WITNESSES:

1737:

/s/ 1738: J G BEST

1739:

[EXECUTIVE]

1740:

1741:

/s/ N W UNWIN

1742:

1743:

1744:

1745:

/s/ I HEYNS

1746:

1747: 1748: 1749: 1750:

1751:

1752:

1753:

1754:

1755:

CONTRACT OF EMPLOYMENT

1756:

1757:

1758:

entered into between :

1759:

1760:

1761:

ANGLOGOLD LIMITED

1762:

1763:

1764:

and

1765:

1766:

1767:

DAVID LANCASTER HODGSON

1768:

1769:

1770:

1771:

1772:

1773:

Exhibit 19.4.4

1774: 1775:

1776:

1777:

1778:

1779:

1780:

This agreement is made on 12 MAY 2004 between

1781:

(1)

1782:

AngloGold Limited, a company registered in South Africa according to the

1783:

company laws of South Africa, and whose registered office is at 11

1784:

DIAGONAL STREET, JOHANNESBURG 2001 (“hereinafter referred to as

1785:

“the Company”); and

1786:

(2)

1787:

DAVID LANCASTER HODGSON of 11 VINCENT AVENUE, DUXBERRY

1788:

2149 (hereinafter referred to as “the Executive”)

1789:

This agreement records the terms on which the Executive is employed by the

1790:

Company.

1791:

1792:

INTERPRETATION

1793:

1.1

1794:

In this agreement (and any schedules to it):

1795:

1.1.1 1796: “Board” means the board of directors of the Company from

1797:

time to time or any person or committee nominated by the

1798:

board of directors as its representative for the purposes of this

1799:

agreement;

1800:

1.1.2 1801: "Change of Control" shall have occurred if:

1802:

1.1.2.1

1803:

the Company becomes a subsidiary of another

1804:

company; or

1805:

1.1.2.2

1806:

all or substantially all of the business, assets and

1807:

undertakings of the Company become owned by any

1808:

person, firm or company.

1809:

1810:

1811:

1812:

1813:

1814:

1.1.3 1815: “Employment” means the employment governed by this

1816:

agreement;

1817:

1.1.4

1818:

“Termination Date” means the date on which the Employment

1819:

is terminated.

1820:

1.2

1821:

References to any statutory provisions include any modifications or re-

1822:

enactment of those provisions.

1823:

1824:

TERMS OF EMPLOYMENT

1825:

2.1

1826:

Notwithstanding the date of signature hereof, employment under this

1827:

agreement commenced on 1 JANUARY 2004.

1828:

2.2

1829:

Subject to clause 10 (Termination and Suspension) the employment

1830:

will continue until terminated by either party giving not less than 6

1831:

calendar months’ notice, in writing, to the other.

1832:

2.3

1833:

Notwithstanding the other provisions of this agreement, the

1834:

employment will automatically terminate on the last day of the

1835:

calendar year in which the Executive reaches the age of sixty (60).

1836:

1837:

DUTIES OF THE EXECUTIVE

1838:

3.1

1839:

The Executive will serve as Chief Operating Officer and in any other

1840:

executive capacity as the Board and the Executive may agree from

1841:

time to time.

1842:

3.2

1843:

The Executive will work such hours as are reasonably necessary to

1844:

perform his duties under this contract to the satisfaction of the Board.

1845:

1846:

1847:

1848:

1849:

1850:

3.3

1851:

The Executive will –

1852:

3.3.1

1853:

devote sufficient time, attention and skill to the employment to

1854:

perform his duties;

1855:

3.3.2

1856:

properly perform his duties and exercise his powers;

1857:

3.3.3

1858:

accept any offices or directorships as reasonably required by

1859:

the Board after consultation with the Executive;

1860:

3.3.4

1861:

comply with all rules and regulations issued by the Company;

1862:

3.3.5

1863:

obey the directions of the Board; and

1864:

3.3.6

1865:

use his best endeavors to promote the interests and reputation

1866:

of the Company.

1867:

3.4

1868:

The Executive accepts that –

1869:

3.4.1

1870:

he will be required to perform duties for AngloGold Limited.

1871:

The Company will remain responsible for the payments and

1872:

benefits he is entitled to receive under this agreement;

1873:

3.4.2

1874:

the Company may appoint any other person to act jointly with

1875:

him.

1876:

3.5

1877:

The Executive will keep the Board fully informed of his conduct of the

1878:

business, finances or affairs of the Company or business for which he

1879:

is responsible, in a prompt and timely manner. He will provide

1880:

information to the Board in writing if requested.

1881:

1882:

1883:

1884:

1885:

1886:

3.6

1887:

During the employment, the Executive will be required annually at the

1888:

Company’s expense to undergo medical examinations.

1889:

3.6.1

1890:

The timing of such examinations will be determined by

1891:

notification from the Company's senior medical executive, as

1892:

there are specific requirements to be met by both the

1893:

Executive and the specialists who undertake the medical

1894:

examination.

1895:

3.6.2

1896:

The Executive will receive due notice of when his medical

1897:

should be undertaken and is asked to read the instructions

1898:

carefully at that time, as the Company will not bear the costs of

1899:

any examination not covered by the instruction that will be set

1900:

out in the notification.

1901:

3.6.3

1902:

The results of the examination will only be disclosed to the

1903:

Company's senior medical executive, with the Executive's

1904:

express permission, and the Executive will make his wishes in

1905:

this regard very clear to the physician.

1906:

1907:

INTERESTS OF THE EXECUTIVE

1908:

4.1

1909:

The Executive will disclose promptly in writing to the Board, in

1910:

accordance with Company policy, all his material interests (for

1911:

example, shareholdings of 1% or more of the issued share capital of

1912:

any company listed on a stock exchange or directorships) and those

1913:

of a commercial or business nature where any conflict could arise in

1914:

relation to the Company, except his interests in any Company which

1915:

he takes on or holds at the request of the Board. The Executive will

1916:

1917:

1918:

1919:

1920:

1921:

not accept any directorships or offices without the prior written consent

1922:

of the Board.

1923:

4.2

1924:

During the employment, the Executive will not be directly or indirectly

1925:

engaged or concerned in the conduct of any activity which is similar to

1926:

or competes with any activity carried on by any Company (except as a

1927:

representative of the Company or with the written consent of the

1928:

Board).

1929:

4.3

1930:

The Executive will (and will procure that his wife and dependent

1931:

children) comply with any applicable legislation and regulations issued

1932:

by the Johannesburg Securities Exchange relating to securities

1933:

transactions by directors of listed companies, and any rules or policies

1934:

issued by the Company from time to time in relation to the holding or

1935:

trading of securities.

1936:

4.4

1937:

The Executive acknowledges that because of the services to be

1938:

provided under this Agreement, he is likely to come into possession of

1939:

unpublished price-sensitive information in relation to a listed company.

1940:

The Executive agrees, for the duration of this Agreement, not to deal

1941:

in the shares of the Company (including dealings in warrants and

1942:

exercising options over shares) during closed periods. These periods

1943:

are published by the Company Secretary's office in writing and

1944:

coincide with the imminent publication of the quarterly and year end

1945:

financial results of the Company, representing a thirty day period

1946:

immediately preceding the date of publication of the financial results.

1947:

1948:

1949:

1950:

1951:

1952:

1953:

4.5

1954:

The Executive also agrees to comply with the provisions of the Insider

1955:

Trading Act, 135 of 1998, and to refrain from dealing in shares of the

1956:

Company at any time that he might be in possession (whether directly

1957:

or indirectly) of any information pertinent to the affairs of the Company

1958:

or any company within AngloGold Limited, that is likely to have a

1959:

material effect on the price or value of AngloGold’s shares.

1960:

5 1961: MOBILITY

1962:

The Company has operations in various parts of South Africa and

1963:

abroad. The Executive may be required and the Company reserves

1964:

the right, after consultation with the Executive, to relocate the

1965:

Executive from his current place of employment to these operations.

1966:

During the employment the Executive will be required to relocate if

1967:

requested to do so, unless he has reasonable grounds for refusing the

1968:

request.

1969:

1970:

BASIC EMPLOYMENT COST ("BEC")

1971:

6.1

1972:

The Executive's BEC is TWO MILLION, FIVE HUNDRED AND

1973:

FORTY FOUR THOUSAND RAND (R2 544 000) per annum. The

1974:

Executive's BEC is inclusive of director's fees and any remuneration

1975:

or benefits received from any AngloGold Company. The Executive's

1976:

salary will be paid monthly in arrears by bank transfer during the last

1977:

working week of each month. A review will usually take place at the

1978:

year end and any revised BEC will take effect from 1 January of the

1979:

next year.

1980:

1981:

1982:

1983:

1984:

1985:

1986:

6.2

1987:

Pension

1988:

The Executive will continue to be a member of the AngloGold Pension

1989:

Fund, subject to the Fund's rules from time to time.

1990:

6.3

1991:

Medical Aid

1992:

6.3.1

1993:

The Executive will remain a member of the AngloGold Medical

1994:

Scheme, and receive benefits subject to the rules of the

1995:

scheme and the contribution levels applicable from time to

1996:

time.

1997:

6.3.2

1998:

The onus is on the Executive to notify the Company of any

1999:

change in status relevant to the Executive's medical aid

2000:

membership.

2001:

6.4

2002:

Leave

2003:

6.4.1

2004:

The Executive will be entitled to vacation leave and his

2005:

entitlement will be thirty (30) working days per annum.

2006:

6.4.2

2007:

Vacation and sick leave are governed by the Company's leave

2008:

regulations, as amended from time to time.

2009:

6.4.3

2010:

Without prejudice to the Company's right to terminate the

2011:

employment at any time in accordance with clause 2 or

2012:

clause

2013:

10, salary payable and benefits provided to the

2014:

Executive under this agreement may cease if the Board so

2015:

decides after twenty-six (26) consecutive weeks of absence

2016:

2017:

2018:

2019:

2020:

2021:

from work by the Executive in any period of twelve (12) months

2022:

due to illness or injury.

2023:

6.4.4

2024:

If the Executive is absent from work due to sickness or injury

2025:

which is caused by the fault of another person and, as a

2026:

consequence, recovers from that person or another person

2027:

any sum representing compensation for loss of salary under

2028:

this agreement, the Executive will repay to the Company any

2029:

money it has paid to him as salary in respect of the same

2030:

period of absence, but such repayment shall not exceed the

2031:

amount he has recovered. The provision of any other benefits

2032:

will be in accordance with Company policy as amended from

2033:

time to time.

2034:

6.5

2035:

Deductions

2036:

The Company will deduct from any payment due to the Executive

2037:

those statutory deductions required by law, such as PAYE. In

2038:

addition, employee specific deductions will be made for Pension Fund

2039:

and other conditions of service such as Medical Aid and the like, as

2040:

these apply.

2041:

6.6

2042:

Death and Accident Insurance

2043:

The Executive will have the benefit of the Company's insurance

2044:

policies providing employees (but not their dependants) with twenty-

2045:

four (24) hour cover against permanent disability and death arising

2046:

from accidents, whether or not these are sustained in the course of

2047:

2048:

2049:

2050:

2051:

2052:

employment. Benefits payable upon death by natural causes will be

2053:

governed by the rules of AngloGold Pension Fund.

2054:

6.7

2055:

Security Card

2056:

The Executive has been issued with a security card that, in the

2057:

interests of effective security control, should be produced on request

2058:

and may not be loaned to any other individual. Upon termination of

2059:

the employment, the security card must be returned to the Payroll

2060:

Section.

2061:

6.8

2062:

Rules and Regulations

2063:

6.8.1

2064:

The Executive will be subject to the Company’s rules and

2065:

procedures now in existence, and those that may be

2066:

introduced in the future and to all common law and any

2067:

statutory provisions that may be applicable.

2068:

6.8.2

2069:

The Company's rules, policies and procedures on employment

2070:

related matters, will change from time to time to address new

2071:

circumstances. The Executive will be expected to comply with

2072:

all rules, policies and procedures and to all common law and

2073:

any statutory provisions that are in force.

2074:

2075:

EXPENSES

2076:

The Company will procure the refund to the Executive of all reasonable

2077:

expenses properly incurred by him in performing his duties under this

2078:

agreement. This will include expenses relating to entertainment, subsistence

2079:

and travelling. The Company will require the Executive to produce official

2080:

2081:

2082:

2083:

2084:

2085:

receipts or other available documents as proof that he has incurred any

2086:

expenses he claims.

2087:

2088:

CONFIDENTIALITY

2089:

8.1

2090:

Without prejudice to the common law duties which he owes to the

2091:

Company, the Executive agrees that he will not, except in the proper

2092:

performance of his duties, use or disclose to any person any of the

2093:

Company’s trade secrets or confidential information. This restriction

2094:

will continue to apply after the termination of the employment without

2095:

limit in time.

2096:

8.2

2097:

In the course of the employment, the Executive may obtain trade

2098:

secrets and confidential information belonging or relating to other

2099:

companies and other persons, including joint ventures in which the

2100:

Company has an interest. He will treat such information as if it falls

2101:

within the terms of clause 8.1, and clause 8.1 will apply with any

2102:

necessary amendments to such information. If requested to do so by

2103:

the Company, the Executive will enter into an agreement with other

2104:

companies and any other persons, including joint ventures, in the

2105:

same terms as clause 8.1 with any amendments necessary to give

2106:

effect to this provision.

2107:

8.3

2108:

The Executive shall not at any time during the continuance of his

2109:

employment with the Company make any copy, record, notes or

2110:

memoranda (whether or not recorded in writing or on computer disk or

2111:

tape) relating to any matter within the scope of the Company's

2112:

business, dealings or affairs otherwise than for the benefit of the

2113:

Company.

2114:

2115:

2116:

2117:

2118:

2119:

8.4

2120:

The obligations contained in clause 8.1 shall cease to apply to any

2121:

information or knowledge which:

2122:

8.4.1

2123:

may subsequently come into the public domain after the

2124:

termination of the employment other than by way of

2125:

unauthorised disclosure; or

2126:

8.4.2

2127:

the Executive is entitled to disclose under the Protected

2128:

Disclosures Act, 26 of 2000, provided the Executive has first

2129:

fully complied with the Company's applicable procedures

2130:

relating to such external disclosures.

2131:

8.5

2132:

The Executive shall not make or communicate any statement (whether

2133:

written or oral) to any representative of the press, television, radio, or

2134:

other media and shall not write any article for the press or otherwise

2135:

for publication on any matter connected with or relating to the

2136:

business of the Company other than in the proper performance of his

2137:

duties.

2138:

8.6

2139:

The Company may at any time during the employment require the

2140:

Executive to deliver to it immediately all documents (including all

2141:

records, notes, original documents, extracts and summaries thereof),

2142:

disks and other information storing medium relating to the business or

2143:

affairs of the Company which he obtained or made whilst an employee

2144:

of the Company. This obligation shall include all copies and

2145:

reproductions of the same, however made.

2146:

2147:

2148:

2149:

2150:

2151:

2152:

2153:

COMPUTER SAFETY, COPYRIGHT, INVENTIONS AND PATENTS

2154:

9.1

2155:

The Executive will not make copies of any computer files belonging to

2156:

the Company or their service providers and will not introduce any of

2157:

his own computer files into any computer used by the Company in

2158:

breach of any Company policy, unless he has obtained the consent of

2159:

the Board.

2160:

9.2

2161:

The Executive acknowledges that the Company will become the

2162:

owner of the intellectual property rights in any work which is eligible for

2163:

intellectual property rights and which is created by him in the course

2164:

and scope of providing services in terms of his employment.

2165:

9.3

2166:

Insofar as it may be necessary, the Executive will cede and assign to

2167:

the Company concerned all intellectual property rights in any work

2168:

created or executed by him in the course and scope of his

2169:

employment.

2170:

9.4

2171:

The Executive undertakes not to exercise any residuary rights in

2172:

respect of any work created or executed by him in the course and

2173:

scope of his employment.

2174:

9.5

2175:

All work created or executed by the Executive in any fields in which he

2176:

performs services will, unless he establishes to the contrary, be

2177:

deemed to have been created or executed by him in the course and

2178:

scope of his employment.

2179:

9.6

2180:

The Executive undertakes to assist to the best of his ability with any

2181:

application which the Company may see fit to make for any form of

2182:

2183:

2184:

2185:

2186:

2187:

intellectual property protection, whether in the form of a foreign or

2188:

South African patent or design right or otherwise, in respect of any

2189:

concept, idea, process, method or technique which may be discovered

2190:

by the Executive in the course of performing services in terms of his

2191:

employment.

2192:

9.7

2193:

For the purposes of this agreement, the term "intellectual property

2194:

rights" shall include, but shall not be limited to, copyright and patent

2195:

and design rights.

2196:

2197:

TERMINATION AND SUSPENSION

2198:

10.1

2199:

Written notice given by either party, for any reason, to terminate the

2200:

Executive’s employment under this agreement will also be deemed to

2201:

be notice given to terminate the Executive’s employment under any

2202:

other contract of service or contract of employment concluded with

2203:

any company at the Company’s request.

2204:

10.2

2205:

The Company may terminate the employment immediately by written

2206:

notice if the Executive does not perform the duties of the employment

2207:

for a period of twenty-six (26) weeks (whether or not consecutive) in

2208:

any period of twelve (12) months because of sickness, injury or other

2209:

incapacity. This notice can be given whilst the Executive continues

2210:

not to perform his duties or on expiry of the twenty-six (26) week

2211:

period.

2212:

10.3

2213:

The Company may terminate the employment immediately by written

2214:

notice if the Executive commits any serious or persistent breach of his

2215:

obligations under this agreement; or is guilty of any gross misconduct

2216:

2217:

2218:

2219:

2220:

2221:

or conducts himself (whether in connection with the employment or

2222:

not) in a way which is harmful to the Company or any other company

2223:

in which it has an interest, including any joint venture; or is guilty of

2224:

dishonesty or is convicted of an offence (other than a motoring offence

2225:

which does not result in imprisonment) whether in connection with the

2226:

employment or not; or becomes of unsound mind, is bankrupted or

2227:

has a receiving order made against him or makes any general

2228:

composition with his creditors or takes advantage of any statute

2229:

affording relief for insolvent debtors; or becomes disqualified from

2230:

being a director of a company.

2231:

10.4

2232:

The Company may suspend the Executive from the employment on

2233:

full salary at any time, for a reasonable period, to investigate any

2234:

matter in which the Executive is implicated or involved, whether

2235:

directly or indirectly.

2236:

10.5

2237:

During all or any part of a period of notice whether given by the

2238:

Company or the Executive or during any period of suspension, the

2239:

Company may, in its absolute discretion, require the Executive either

2240:

not to attend his place of work, and/or not undertake any work. During

2241:

such period, the following conditions shall apply:

2242:

(a)

2243:

the Executive shall continue to be entitled to receive his

2244:

contractual remuneration and other benefits;

2245:

(b)

2246:

the Executive's duties of fidelity, mutual trust and

2247:

confidence, confidentiality and obligations under this

2248:

agreement shall continue to apply;

2249:

2250:

2251:

2252:

2253:

2254:

(c)

2255:

the Executive shall not undertake any other work or

2256:

other business activities, except with the prior consent

2257:

of the Company;

2258:

(d)

2259:

the Executive shall remain available or be contactable

2260:

during normal business hours to provide such

2261:

assistance to the Company as it shall reasonably

2262:

require from time to time.

2263:

10.6

2264:

When the employment terminates, the Company may deduct from any

2265:

monies due to the Executive (including remuneration) any amount that

2266:

he owes to the Company.

2267:

2268:

CHANGE OF CONTROL

2269:

11.1

2270:

Subject to clause 11.4 below, if there is a Change of Control and the

2271:

Executive's employment is terminated by the Company within twelve

2272:

(12) months of that Change of Control (other than pursuant to clause

2273:

10.3) or the Executive resigns in circumstances contemplated by

2274:

section 186(1)(e) or (f) of the Labour Relations Act, 66 of 1995, the

2275:

Company shall within one (1) month of the termination or resignation,

2276:

pay the Executive a sum equal to –

2277:

2278:

(i) payment of salary and benefits in lieu of his notice period;

2279:

(ii)

2280:

12 months' gross salary (less such tax and national insurance

2281:

contributions as the Company is obliged to deduct from such

2282:

sum); and

2283:

2284:

2285:

2286:

2287:

2288:

(iii)

2289:

the value of any pension contributions that would have been

2290:

made to the Executive by the Company in the six (6) months

2291:

following the Termination Date.

2292:

2293:

11.2

2294:

Upon a Change of Control the Executive's entitlements under the

2295:

Executive Share Option Scheme, Deferred Bonus Plan or any similar

2296:

plan or scheme shall be as detailed in the Rules of the relevant plan or

2297:

scheme.

2298:

2299:

11.3

2300:

The expressions "the Executive's employment is terminated by the

2301:

Company" and "the Executive resigns in circumstances contemplated

2302:

by section 186(1)(e) or (f) of the Labour Relations Act, 66 of 1995" do

2303:

not include termination by operation of law (including frustration) or by

2304:

mutual consent.

2305:

2306:

11.4

2307:

The Executive's entitlement to any benefit or payment under this

2308:

clause 11 is conditional upon the Executive entering into such

2309:

agreement or agreements under seal as the Company may

2310:

reasonably require (including a compromise agreement) whereby the

2311:

Executive -

2312:

2313:

11.4.1

2314:

accepts such benefit and/or payment in full and final settlement

2315:

of all claims the Executive would have against the Company

2316:

arising out of the termination of this Agreement including unfair

2317:

dismissal, statutory redundancy payment and non-payment of

2318:

bonus and validly waives all such claims against the Company;

2319:

and

2320:

2321:

2322:

2323:

2324:

2325:

2326:

11.4.2

2327:

undertakes to remain bound by the provisions contained in

2328:

clauses 11 and 13 notwithstanding the termination of this

2329:

agreement; and

2330:

2331:

11.4.3

2332:

resigns with immediate effect and without claim for

2333:

compensation from all employments, secretaryships,

2334:

trusteeships, directorships or other offices held by him at the

2335:

instance of the Company.

2336:

2337:

12 2338: RESTRICTIONS AFTER TERMINATION OF EMPLOYMENT

2339:

2340:

12.1

2341:

The Executive agrees with the Company that during the period of six

2342:

(6) months commencing on the Termination Date he will not (either on

2343:

his own behalf or for or with any other person, whether directly or

2344:

indirectly) entice or try to entice away from the Company any person

2345:

who was a senior employee, director or officer of such a company at

2346:

any time during his last twelve (12) months of service with the

2347:

Company and with whom he had worked closely at any time during

2348:

that period.

2349:

12.2

2350:

Following the Termination Date, the Executive will not represent

2351:

himself as being in any way connected with the businesses of the

2352:

Company (except to the extent agreed).

2353:

12.3

2354:

Any benefit given or deemed to be given by the Executive to any

2355:

company under the terms of clause 12.1 is received and held in trust

2356:

by the Company. The Executive will enter into similar restrictive

2357:

covenants directly if asked to do so by the Company.

2358:

2359:

2360:

2361:

2362:

2363:

12.4

2364:

The Executive acknowledges and agrees that he shall be obliged to

2365:

draw the provisions of this agreement to the attention of any third

2366:

party who may at any time before or after the termination of the

2367:

employment offer to engage the Executive in any capacity and for

2368:

whom or with whom the Executive intends to work during the relevant

2369:

period.

2370:

2371:

RETURN OF COMPANY PROPERTY

2372:

13.1

2373:

At any time during the employment (at the request of the Company) or

2374:

when the employment terminates, the Executive will immediately

2375:

return to the Company:

2376:

13.1.1

2377:

all documents and other materials (whether originals or copies)

2378:

made or compiled by or delivered to the Executive during the

2379:

employment and concerning the Company and all other

2380:

companies, including joint ventures. The Executive will not

2381:

retain any copies of any materials or other information; and

2382:

13.1.2

2383:

all other property belonging or relating to the Company or any

2384:

other company, including joint ventures, which is in the

2385:

possession or under the control of the Executive.

2386:

2387:

DIRECTORSHIPS

2388:

14.1

2389:

The Executive’s office as a director of the Company or any other

2390:

company, including joint ventures, is subject to the Articles of

2391:

Association of the relevant company (as amended from time to time).

2392:

If the provisions of this agreement conflict with the provisions of the

2393:

2394:

2395:

2396:

2397:

2398:

Articles of Association of the relevant company, the Articles of

2399:

Association will prevail.

2400:

14.2

2401:

The Executive must resign from any office held in any company,

2402:

including a joint venture, if he is asked to do so by the Company.

2403:

14.3

2404:

If the Executive does not resign as an officer, having been requested

2405:

to do so in accordance with clause 14.2, the Company will be

2406:

appointed as his attorney to effect his resignation. By entering into

2407:

this agreement the Executive irrevocably appoints the Company as his

2408:

attorney to act on his behalf to execute any document or do anything

2409:

in his name necessary to effect his resignation in accordance with

2410:

clause 14.2. If there is any doubt as to whether such a document (or

2411:

other thing) has been carried out within the authority conferred by this

2412:

clause 14.3, a certificate in writing (signed by any director or the

2413:

secretary of the Company) will be sufficient to prove that the act or

2414:

thing falls within that authority.

2415:

14.4

2416:

The termination of any directorship or other office held by the

2417:

Executive will not terminate the Executive's employment or amount to

2418:

a breach of terms of this agreement by the Company.

2419:

14.5

2420:

During the employment the Executive will not do anything which could

2421:

cause him to be disqualified from continuing to act as a director of any

2422:

company.

2423:

14.6

2424:

The Executive must not resign his office as a director of any company

2425:

without the agreement of the Board, whose agreement shall not be

2426:

unreasonably withheld.

2427:

2428:

2429:

2430:

2431:

2432:

2433:

OFFERS ON LIQUIDATION

2434:

15.1

2435:

The Executive will have no claim against the Company if the

2436:

employment is terminated by reason of liquidation in order to

2437:

reconstruct or amalgamate the Company or by reason of any

2438:

reorganisation of the Company; and

2439:

15.1.1

2440:

the Executive is offered employment with the company

2441:

succeeding to the Company upon such liquidation or

2442:

reorganisation; and

2443:

15.1.2

2444:

the new terms of employment offered to the Executive are no

2445:

less favourable to him than the terms of this agreement.

2446:

2447:

NOTICES

2448:

16.1

2449:

Any notices given under this agreement must be given by letter or fax.

2450:

Notice to the Company must be addressed to its registered office at

2451:

the time the notice is given. Notice to the Executive must be given to

2452:

him personally or sent to his last known address.

2453:

16.2

2454:

Except for notices given by hand, notices will be deemed to have been

2455:

given at the time at which the letter or fax would be delivered in the

2456:

ordinary course of post or transmission.

2457:

2458:

STATUTORY PARTICULARS

2459:

This agreement and the attached schedule contain the written particulars of

2460:

employment which the Executive is entitled to receive under the provisions of

2461:

section 29 of the Basic Conditions of Employment Act, 75 of 1997.

2462:

2463:

2464:

2465:

2466:

2467:

2468:

MISCELLANEOUS

2469:

18.1

2470:

This agreement may only be modified by the written agreement of the

2471:

parties.

2472:

18.2

2473:

The Executive cannot assign this agreement to anyone else.

2474:

18.3

2475:

References in this agreement to rules, regulations, policies,

2476:

handbooks or other similar documents which supplement it, are

2477:

referred to in it or describe any pensions or other benefits

2478:

arrangement, are references to the versions or forms of the relevant

2479:

documents as amended or updated from time to time.

2480:

18.4

2481:

This agreement supersedes any previous written or oral agreement

2482:

between the parties in relation to the matters dealt within it. It contains

2483:

the whole agreement between the parties relating to the employment

2484:

at the date the agreement was entered into (except for those terms

2485:

implied by law which cannot be excluded by the agreement of the

2486:

parties). The Executive acknowledges that he has not been induced

2487:

to enter into this agreement by any representation, warranty or

2488:

undertaking not expressly incorporated into it.

2489:

18.5

2490:

Neither party's rights or powers under this agreement will be affected

2491:

if:

2492:

18.5.1

2493:

one party delays in enforcing any provisions of this agreement;

2494:

2495:

18.5.2

2496:

one party grants time to the other party.

2497:

2498:

2499:

2500:

2501:

2502:

18.6

2503:

If either party agrees to waive his rights under a provision of this

2504:

agreement, that waiver will only be effective if it is in writing and it is

2505:

signed by him. A party's agreement to waive any breach of any term

2506:

or condition of this agreement will not be regarded as a waiver of any

2507:

subsequent breach of the same term or condition or a different term or

2508:

condition.

2509:

18.7

2510:

The various provisions and sub-provisions of this agreement are

2511:

severable and if any provision or sub-provision is held to be

2512:

unenforceable by any court or competent jurisdiction then such

2513:

unenforceability shall not affect the enforceability of the remaining

2514:

provisions or sub-provisions in this agreement.

2515:

18.8

2516:

This agreement is governed by and will be interpreted in accordance

2517:

with the laws of South Africa. Each of the parties submit to the

2518:

exclusive jurisdiction of the South African Courts as regards any claim

2519:

or matter arising under this agreement.

2520:

2521:

2522:

2523:

2524:

2525:

2526:

SIGNED at LONDON on this the 5TH day of APRIL 2004

2527:

in the presence of the undersigned witnesses :

2528:

AS WITNESSES:

2529:

s/s 2530: R P EDEY

2531:

For 2532: and on behalf of the COMPANY

2533:

2534:

/s/ N W UNWIN

2535:

2536:

/s/ A CLARKE

2537:

SIGNED at JOHANNESBURG on this the 12TH day of MAY 2004

2538:

in the presence of the undersigned witnesses :

2539:

AS WITNESSES:

2540:

/s/

2541:

2542:

2543:

HODGSON

2544:

[EXECUTIVE]

2545:

2546:

/s/ T COTTERELL

2547:

2548:

/s/ K H WILLIAMS

2549:

2550: 2551: 2552: 2553: 2554: 2555:

2556:

2557:

2558:

2559:

2560:

CONTRACT OF EMPLOYMENT

2561:

2562:

2563:

entered into between :

2564:

2565:

2566:

ANGLOGOLD LIMITED

2567:

2568:

2569:

and

2570:

2571:

2572:

KELVIN HUGH WILLIAMS

2573:

2574:

2575:

2576:

2577:

2578:

Exhibit 19.4.5

2579: 2580:

2581:

2582:

2583:

2584:

2585:

This agreement is made on 24 May 2004 between

2586:

(1)

2587:

AngloGold Limited, a company registered in South Africa according to the

2588:

company laws of South Africa, and whose registered office is at 11

2589:

DIAGONAL STREET, JOHANNESBURG 2001 (“hereinafter referred to as

2590:

“the Company”); and

2591:

(2)

2592:

KELVIN HUGH WILLIAMS of 34 JAMESON AVENUE, MELROSE 2196

2593:

(hereinafter referred to as “the Executive”)

2594:

This agreement records the terms on which the Executive is employed by the

2595:

Company.

2596:

2597:

INTERPRETATION

2598:

1.1

2599:

In this agreement (and any schedules to it):

2600:

1.1.1 2601: “Board” means the board of directors of the Company from

2602:

time to time or any person or committee nominated by the

2603:

board of directors as its representative for the purposes of this

2604:

agreement;

2605:

1.1.2 2606: "Change of Control" shall have occurred if:

2607:

1.1.2.1

2608:

the Company becomes a subsidiary of another

2609:

company; or

2610:

1.1.2.2

2611:

all or substantially all of the business, assets and

2612:

undertakings of the Company become owned by any

2613:

person, firm or company.

2614:

2615:

2616:

2617:

2618:

2619:

1.1.3 2620: “Employment” means the employment governed by this

2621:

agreement;

2622:

1.1.4

2623:

“Termination Date” means the date on which the Employment

2624:

is terminated.

2625:

1.2

2626:

References to any statutory provisions include any modifications or re-

2627:

enactment of those provisions.

2628:

2629:

TERMS OF EMPLOYMENT

2630:

2.1

2631:

Notwithstanding the date of signature hereof, employment under this

2632:

agreement commenced on 1 JANUARY 2004.

2633:

2.2

2634:

Subject to clause 10 (Termination and Suspension) the employment

2635:

will continue until terminated by either party giving not less than 6

2636:

calendar months’ notice, in writing, to the other.

2637:

2.3

2638:

Notwithstanding the other provisions of this agreement, the

2639:

employment will automatically terminate on the last day of the

2640:

calendar year in which the Executive reaches the age of sixty (60).

2641:

2642:

DUTIES OF THE EXECUTIVE

2643:

3.1

2644:

The Executive will serve as Executive Director: Marketing and in any

2645:

other executive capacity as the Board and the Executive may agree

2646:

from time to time.

2647:

3.2

2648:

The Executive will work such hours as are reasonably necessary to

2649:

perform his duties under this contract to the satisfaction of the Board.

2650:

2651:

2652:

2653:

2654:

2655:

3.3

2656:

The Executive will –

2657:

3.3.1

2658:

devote sufficient time, attention and skill to the employment to

2659:

perform his duties;

2660:

3.3.2

2661:

properly perform his duties and exercise his powers;

2662:

3.3.3

2663:

accept any offices or directorships as reasonably required by

2664:

the Board after consultation with the Executive;

2665:

3.3.4

2666:

comply with all rules and regulations issued by the Company;

2667:

3.3.5

2668:

obey the directions of the Board; and

2669:

3.3.6

2670:

use his best endeavors to promote the interests and reputation

2671:

of the Company.

2672:

3.4

2673:

The Executive accepts that –

2674:

3.4.1

2675:

he will be required to perform duties for AngloGold Limited.

2676:

The Company will remain responsible for the payments and

2677:

benefits he is entitled to receive under this agreement;

2678:

3.4.2

2679:

the Company may appoint any other person to act jointly with

2680:

him.

2681:

3.5

2682:

The Executive will keep the Board fully informed of his conduct of the

2683:

business, finances or affairs of the Company or business for which he

2684:

is responsible, in a prompt and timely manner. He will provide

2685:

information to the Board in writing if requested.

2686:

2687:

2688:

2689:

2690:

2691:

3.6

2692:

During the employment, the Executive will be required annually at the

2693:

Company’s expense to undergo medical examinations.

2694:

3.6.1

2695:

The timing of such examinations will be determined by

2696:

notification from the Company's senior medical executive, as

2697:

there are specific requirements to be met by both the

2698:

Executive and the specialists who undertake the medical

2699:

examination.

2700:

3.6.2

2701:

The Executive will receive due notice of when his medical

2702:

should be undertaken and is asked to read the instructions

2703:

carefully at that time, as the Company will not bear the costs of

2704:

any examination not covered by the instruction that will be set

2705:

out in the notification.

2706:

3.6.3

2707:

The results of the examination will only be disclosed to the

2708:

Company's senior medical executive, with the Executive's

2709:

express permission, and the Executive will make his wishes in

2710:

this regard very clear to the physician.

2711:

2712:

INTERESTS OF THE EXECUTIVE

2713:

4.1

2714:

The Executive will disclose promptly in writing to the Board, in

2715:

accordance with Company policy, all his material interests (for

2716:

example, shareholdings of 1% or more of the issued share capital of

2717:

any company listed on a stock exchange or directorships) and those

2718:

of a commercial or business nature where any conflict could arise in

2719:

relation to the Company, except his interests in any Company which

2720:

he takes on or holds at the request of the Board. The Executive will

2721:

2722:

2723:

2724:

2725:

2726:

not accept any directorships or offices without the prior written consent

2727:

of the Board.

2728:

4.2

2729:

During the employment, the Executive will not be directly or indirectly

2730:

engaged or concerned in the conduct of any activity which is similar to

2731:

or competes with any activity carried on by any Company (except as a

2732:

representative of the Company or with the written consent of the

2733:

Board).

2734:

4.3

2735:

The Executive will (and will procure that his wife and dependent

2736:

children) comply with any applicable legislation and regulations issued

2737:

by the Johannesburg Securities Exchange relating to securities

2738:

transactions by directors of listed companies, and any rules or policies

2739:

issued by the Company from time to time in relation to the holding or

2740:

trading of securities.

2741:

4.4

2742:

The Executive acknowledges that because of the services to be

2743:

provided under this Agreement, he is likely to come into possession of

2744:

unpublished price-sensitive information in relation to a listed company.

2745:

The Executive agrees, for the duration of this Agreement, not to deal

2746:

in the shares of the Company (including dealings in warrants and

2747:

exercising options over shares) during closed periods. These periods

2748:

are published by the Company Secretary's office in writing and

2749:

coincide with the imminent publication of the quarterly and year end

2750:

financial results of the Company, representing a thirty day period

2751:

immediately preceding the date of publication of the financial results.

2752:

2753:

2754:

2755:

2756:

2757:

2758:

4.5

2759:

The Executive also agrees to comply with the provisions of the Insider

2760:

Trading Act, 135 of 1998, and to refrain from dealing in shares of the

2761:

Company at any time that he might be in possession (whether directly

2762:

or indirectly) of any information pertinent to the affairs of the Company

2763:

or any company within AngloGold Limited, that is likely to have a

2764:

material effect on the price or value of AngloGold’s shares.

2765:

5 2766: MOBILITY

2767:

The Company has operations in various parts of South Africa and

2768:

abroad. The Executive may be required and the Company reserves

2769:

the right, after consultation with the Executive, to relocate the

2770:

Executive from his current place of employment to these operations.

2771:

During the employment the Executive will be required to relocate if

2772:

requested to do so, unless he has reasonable grounds for refusing the

2773:

request.

2774:

2775:

BASIC EMPLOYMENT COST ("BEC")

2776:

6.1

2777:

The Executive's BEC is TWO MILLION, SIX HUNDRED AND FIFTY

2778:

THOUSAND RAND (R2 650 000) per annum. The Executive's BEC is

2779:

inclusive of director's fees and any remuneration or benefits received

2780:

from any AngloGold Company. The Executive's salary will be paid

2781:

monthly in arrears by bank transfer during the last working week of

2782:

each month. A review will usually take place at the year end and any

2783:

revised BEC will take effect from 1 January of the next year.

2784:

2785:

2786:

2787:

2788:

2789:

2790:

6.2

2791:

Pension

2792:

The Executive will continue to be a member of the AngloGold Pension

2793:

Fund, subject to the Fund's rules from time to time.

2794:

6.3

2795:

Medical Aid

2796:

6.3.1

2797:

The Executive will remain a member of the AngloGold Medical

2798:

Scheme, and receive benefits subject to the rules of the

2799:

scheme and the contribution levels applicable from time to

2800:

time.

2801:

6.3.2

2802:

The onus is on the Executive to notify the Company of any

2803:

change in status relevant to the Executive's medical aid

2804:

membership.

2805:

6.4

2806:

Leave

2807:

6.4.1

2808:

The Executive will be entitled to vacation leave and his

2809:

entitlement will be thirty (30) working days per annum.

2810:

6.4.2

2811:

Vacation and sick leave are governed by the Company's leave

2812:

regulations, as amended from time to time.

2813:

6.4.3

2814:

Without prejudice to the Company's right to terminate the

2815:

employment at any time in accordance with clause 2 or

2816:

clause

2817:

10, salary payable and benefits provided to the

2818:

Executive under this agreement may cease if the Board so

2819:

decides after twenty-six (26) consecutive weeks of absence

2820:

2821:

2822:

2823:

2824:

2825:

from work by the Executive in any period of twelve (12) months

2826:

due to illness or injury.

2827:

6.4.4

2828:

If the Executive is absent from work due to sickness or injury

2829:

which is caused by the fault of another person and, as a

2830:

consequence, recovers from that person or another person

2831:

any sum representing compensation for loss of salary under

2832:

this agreement, the Executive will repay to the Company any

2833:

money it has paid to him as salary in respect of the same

2834:

period of absence, but such repayment shall not exceed the

2835:

amount he has recovered. The provision of any other benefits

2836:

will be in accordance with Company policy as amended from

2837:

time to time.

2838:

6.5

2839:

Deductions

2840:

The Company will deduct from any payment due to the Executive

2841:

those statutory deductions required by law, such as PAYE. In

2842:

addition, employee specific deductions will be made for Pension Fund

2843:

and other conditions of service such as Medical Aid and the like, as

2844:

these apply.

2845:

6.6

2846:

Death and Accident Insurance

2847:

The Executive will have the benefit of the Company's insurance

2848:

policies providing employees (but not their dependants) with twenty-

2849:

four (24) hour cover against permanent disability and death arising

2850:

from accidents, whether or not these are sustained in the course of

2851:

2852:

2853:

2854:

2855:

2856:

employment. Benefits payable upon death by natural causes will be

2857:

governed by the rules of AngloGold Pension Fund.

2858:

6.7

2859:

Security Card

2860:

The Executive has been issued with a security card that, in the

2861:

interests of effective security control, should be produced on request

2862:

and may not be loaned to any other individual. Upon termination of

2863:

the employment, the security card must be returned to the Payroll

2864:

Section.

2865:

6.8

2866:

Rules and Regulations

2867:

6.8.1

2868:

The Executive will be subject to the Company’s rules and

2869:

procedures now in existence, and those that may be

2870:

introduced in the future and to all common law and any

2871:

statutory provisions that may be applicable.

2872:

6.8.2

2873:

The Company's rules, policies and procedures on employment

2874:

related matters, will change from time to time to address new

2875:

circumstances. The Executive will be expected to comply with

2876:

all rules, policies and procedures and to all common law and

2877:

any statutory provisions that are in force.

2878:

2879:

EXPENSES

2880:

The Company will procure the refund to the Executive of all reasonable

2881:

expenses properly incurred by him in performing his duties under this

2882:

agreement. This will include expenses relating to entertainment, subsistence

2883:

and travelling. The Company will require the Executive to produce official

2884:

2885:

2886:

2887:

2888:

2889:

receipts or other available documents as proof that he has incurred any

2890:

expenses he claims.

2891:

2892:

CONFIDENTIALITY

2893:

8.1

2894:

Without prejudice to the common law duties which he owes to the

2895:

Company, the Executive agrees that he will not, except in the proper

2896:

performance of his duties, use or disclose to any person any of the

2897:

Company’s trade secrets or confidential information. This restriction

2898:

will continue to apply after the termination of the employment without

2899:

limit in time.

2900:

8.2

2901:

In the course of the employment, the Executive may obtain trade

2902:

secrets and confidential information belonging or relating to other

2903:

companies and other persons, including joint ventures in which the

2904:

Company has an interest. He will treat such information as if it falls

2905:

within the terms of clause 8.1, and clause 8.1 will apply with any

2906:

necessary amendments to such information. If requested to do so by

2907:

the Company, the Executive will enter into an agreement with other

2908:

companies and any other persons, including joint ventures, in the

2909:

same terms as clause 8.1 with any amendments necessary to give

2910:

effect to this provision.

2911:

8.3

2912:

The Executive shall not at any time during the continuance of his

2913:

employment with the Company make any copy, record, notes or

2914:

memoranda (whether or not recorded in writing or on computer disk or

2915:

tape) relating to any matter within the scope of the Company's

2916:

business, dealings or affairs otherwise than for the benefit of the

2917:

Company.

2918:

2919:

2920:

2921:

2922:

2923:

8.4

2924:

The obligations contained in clause 8.1 shall cease to apply to any

2925:

information or knowledge which:

2926:

8.4.1

2927:

may subsequently come into the public domain after the

2928:

termination of the employment other than by way of

2929:

unauthorised disclosure; or

2930:

8.4.2

2931:

the Executive is entitled to disclose under the Protected

2932:

Disclosures Act, 26 of 2000, provided the Executive has first

2933:

fully complied with the Company's applicable procedures

2934:

relating to such external disclosures.

2935:

8.5

2936:

The Executive shall not make or communicate any statement (whether

2937:

written or oral) to any representative of the press, television, radio, or

2938:

other media and shall not write any article for the press or otherwise

2939:

for publication on any matter connected with or relating to the

2940:

business of the Company other than in the proper performance of his

2941:

duties.

2942:

8.6

2943:

The Company may at any time during the employment require the

2944:

Executive to deliver to it immediately all documents (including all

2945:

records, notes, original documents, extracts and summaries thereof),

2946:

disks and other information storing medium relating to the business or

2947:

affairs of the Company which he obtained or made whilst an employee

2948:

of the Company. This obligation shall include all copies and

2949:

reproductions of the same, however made.

2950:

2951:

2952:

2953:

2954:

2955:

2956:

2957:

COMPUTER SAFETY, COPYRIGHT, INVENTIONS AND PATENTS

2958:

9.1

2959:

The Executive will not make copies of any computer files belonging to

2960:

the Company or their service providers and will not introduce any of

2961:

his own computer files into any computer used by the Company in

2962:

breach of any Company policy, unless he has obtained the consent of

2963:

the Board.

2964:

9.2

2965:

The Executive acknowledges that the Company will become the

2966:

owner of the intellectual property rights in any work which is eligible for

2967:

intellectual property rights and which is created by him in the course

2968:

and scope of providing services in terms of his employment.

2969:

9.3

2970:

Insofar as it may be necessary, the Executive will cede and assign to

2971:

the Company concerned all intellectual property rights in any work

2972:

created or executed by him in the course and scope of his

2973:

employment.

2974:

9.4

2975:

The Executive undertakes not to exercise any residuary rights in

2976:

respect of any work created or executed by him in the course and

2977:

scope of his employment.

2978:

9.5

2979:

All work created or executed by the Executive in any fields in which he

2980:

performs services will, unless he establishes to the contrary, be

2981:

deemed to have been created or executed by him in the course and

2982:

scope of his employment.

2983:

9.6

2984:

The Executive undertakes to assist to the best of his ability with any

2985:

application which the Company may see fit to make for any form of

2986:

2987:

2988:

2989:

2990:

2991:

intellectual property protection, whether in the form of a foreign or

2992:

South African patent or design right or otherwise, in respect of any

2993:

concept, idea, process, method or technique which may be discovered

2994:

by the Executive in the course of performing services in terms of his

2995:

employment.

2996:

9.7

2997:

For the purposes of this agreement, the term "intellectual property

2998:

rights" shall include, but shall not be limited to, copyright and patent

2999:

and design rights.

3000:

3001:

TERMINATION AND SUSPENSION

3002:

10.1

3003:

Written notice given by either party, for any reason, to terminate the

3004:

Executive’s employment under this agreement will also be deemed to

3005:

be notice given to terminate the Executive’s employment under any

3006:

other contract of service or contract of employment concluded with

3007:

any company at the Company’s request.

3008:

10.2

3009:

The Company may terminate the employment immediately by written

3010:

notice if the Executive does not perform the duties of the employment

3011:

for a period of twenty-six (26) weeks (whether or not consecutive) in

3012:

any period of twelve (12) months because of sickness, injury or other

3013:

incapacity. This notice can be given whilst the Executive continues

3014:

not to perform his duties or on expiry of the twenty-six (26) week

3015:

period.

3016:

10.3

3017:

The Company may terminate the employment immediately by written

3018:

notice if the Executive commits any serious or persistent breach of his

3019:

obligations under this agreement; or is guilty of any gross misconduct

3020:

3021:

3022:

3023:

3024:

3025:

or conducts himself (whether in connection with the employment or

3026:

not) in a way which is harmful to the Company or any other company

3027:

in which it has an interest, including any joint venture; or is guilty of

3028:

dishonesty or is convicted of an offence (other than a motoring offence

3029:

which does not result in imprisonment) whether in connection with the

3030:

employment or not; or becomes of unsound mind, is bankrupted or

3031:

has a receiving order made against him or makes any general

3032:

composition with his creditors or takes advantage of any statute

3033:

affording relief for insolvent debtors; or becomes disqualified from

3034:

being a director of a company.

3035:

10.4

3036:

The Company may suspend the Executive from the employment on

3037:

full salary at any time, for a reasonable period, to investigate any

3038:

matter in which the Executive is implicated or involved, whether

3039:

directly or indirectly.

3040:

10.5

3041:

During all or any part of a period of notice whether given by the

3042:

Company or the Executive or during any period of suspension, the

3043:

Company may, in its absolute discretion, require the Executive either

3044:

not to attend his place of work, and/or not undertake any work. During

3045:

such period, the following conditions shall apply:

3046:

(a)

3047:

the Executive shall continue to be entitled to receive his

3048:

contractual remuneration and other benefits;

3049:

(b)

3050:

the Executive's duties of fidelity, mutual trust and

3051:

confidence, confidentiality and obligations under this

3052:

agreement shall continue to apply;

3053:

3054:

3055:

3056:

3057:

3058:

(c)

3059:

the Executive shall not undertake any other work or

3060:

other business activities, except with the prior consent

3061:

of the Company;

3062:

(d)

3063:

the Executive shall remain available or be contactable

3064:

during normal business hours to provide such

3065:

assistance to the Company as it shall reasonably

3066:

require from time to time.

3067:

10.6

3068:

When the employment terminates, the Company may deduct from any

3069:

monies due to the Executive (including remuneration) any amount that

3070:

he owes to the Company.

3071:

3072:

CHANGE OF CONTROL

3073:

11.1

3074:

Subject to clause 11.4 below, if there is a Change of Control and the

3075:

Executive's employment is terminated by the Company within twelve

3076:

(12) months of that Change of Control (other than pursuant to clause

3077:

10.3) or the Executive resigns in circumstances contemplated by

3078:

section 186(1)(e) or (f) of the Labour Relations Act, 66 of 1995, the

3079:

Company shall within one (1) month of the termination or resignation,

3080:

pay the Executive a sum equal to –

3081:

3082:

(i) 3083: payment of salary and benefits in lieu of his notice period;

3084:

(ii)

3085:

12 months' gross salary (less such tax and national insurance

3086:

contributions as the Company is obliged to deduct from such

3087:

sum); and

3088:

3089:

3090:

3091:

3092:

3093:

(iii)

3094:

the value of any pension contributions that would have been

3095:

made to the Executive by the Company in the six (6) months

3096:

following the Termination Date.

3097:

3098:

11.2

3099:

Upon a Change of Control the Executive's entitlements under the

3100:

Executive Share Option Scheme, Deferred Bonus Plan or any similar

3101:

plan or scheme shall be as detailed in the Rules of the relevant plan or

3102:

scheme.

3103:

3104:

11.3

3105:

The expressions "the Executive's employment is terminated by the

3106:

Company" and "the Executive resigns in circumstances contemplated

3107:

by section 186(1)(e) or (f) of the Labour Relations Act, 66 of 1995" do

3108:

not include termination by operation of law (including frustration) or by

3109:

mutual consent.

3110:

3111:

11.4

3112:

The Executive's entitlement to any benefit or payment under this

3113:

clause 11 is conditional upon the Executive entering into such

3114:

agreement or agreements under seal as the Company may

3115:

reasonably require (including a compromise agreement) whereby the

3116:

Executive -

3117:

3118:

11.4.1

3119:

accepts such benefit and/or payment in full and final settlement

3120:

of all claims the Executive would have against the Company

3121:

arising out of the termination of this Agreement including unfair

3122:

dismissal, statutory redundancy payment and non-payment of

3123:

bonus and validly waives all such claims against the Company;

3124:

and

3125:

3126:

3127:

3128:

3129:

3130:

3131:

11.4.2

3132:

undertakes to remain bound by the provisions contained in

3133:

clauses 11 and 13 notwithstanding the termination of this

3134:

agreement; and

3135:

3136:

11.4.3

3137:

resigns with immediate effect and without claim for

3138:

compensation from all employments, secretaryships,

3139:

trusteeships, directorships or other offices held by him at the

3140:

instance of the Company.

3141:

3142:

12 3143: RESTRICTIONS AFTER TERMINATION OF EMPLOYMENT

3144:

3145:

12.1

3146:

The Executive agrees with the Company that during the period of six

3147:

(6) months commencing on the Termination Date he will not (either on

3148:

his own behalf or for or with any other person, whether directly or

3149:

indirectly) entice or try to entice away from the Company any person

3150:

who was a senior employee, director or officer of such a company at

3151:

any time during his last twelve (12) months of service with the

3152:

Company and with whom he had worked closely at any time during

3153:

that period.

3154:

12.2

3155:

Following the Termination Date, the Executive will not represent

3156:

himself as being in any way connected with the businesses of the

3157:

Company (except to the extent agreed).

3158:

12.3

3159:

Any benefit given or deemed to be given by the Executive to any

3160:

company under the terms of clause 12.1 is received and held in trust

3161:

by the Company. The Executive will enter into similar restrictive

3162:

covenants directly if asked to do so by the Company.

3163:

3164:

3165:

3166:

3167:

3168:

12.4

3169:

The Executive acknowledges and agrees that he shall be obliged to

3170:

draw the provisions of this agreement to the attention of any third

3171:

party who may at any time before or after the termination of the

3172:

employment offer to engage the Executive in any capacity and for

3173:

whom or with whom the Executive intends to work during the relevant

3174:

period.

3175:

3176:

RETURN OF COMPANY PROPERTY

3177:

13.1

3178:

At any time during the employment (at the request of the Company) or

3179:

when the employment terminates, the Executive will immediately

3180:

return to the Company:

3181:

13.1.1

3182:

all documents and other materials (whether originals or copies)

3183:

made or compiled by or delivered to the Executive during the

3184:

employment and concerning the Company and all other

3185:

companies, including joint ventures. The Executive will not

3186:

retain any copies of any materials or other information; and

3187:

13.1.2

3188:

all other property belonging or relating to the Company or any

3189:

other company, including joint ventures, which is in the

3190:

possession or under the control of the Executive.

3191:

3192:

DIRECTORSHIPS

3193:

14.1

3194:

The Executive’s office as a director of the Company or any other

3195:

company, including joint ventures, is subject to the Articles of

3196:

Association of the relevant company (as amended from time to time).

3197:

If the provisions of this agreement conflict with the provisions of the

3198:

3199:

3200:

3201:

3202:

3203:

Articles of Association of the relevant company, the Articles of

3204:

Association will prevail.

3205:

14.2

3206:

The Executive must resign from any office held in any company,

3207:

including a joint venture, if he is asked to do so by the Company.

3208:

14.3

3209:

If the Executive does not resign as an officer, having been requested

3210:

to do so in accordance with clause 14.2, the Company will be

3211:

appointed as his attorney to effect his resignation. By entering into

3212:

this agreement the Executive irrevocably appoints the Company as his

3213:

attorney to act on his behalf to execute any document or do anything

3214:

in his name necessary to effect his resignation in accordance with

3215:

clause 14.2. If there is any doubt as to whether such a document (or

3216:

other thing) has been carried out within the authority conferred by this

3217:

clause 14.3, a certificate in writing (signed by any director or the

3218:

secretary of the Company) will be sufficient to prove that the act or

3219:

thing falls within that authority.

3220:

14.4

3221:

The termination of any directorship or other office held by the

3222:

Executive will not terminate the Executive's employment or amount to

3223:

a breach of terms of this agreement by the Company.

3224:

14.5

3225:

During the employment the Executive will not do anything which could

3226:

cause him to be disqualified from continuing to act as a director of any

3227:

company.

3228:

14.6

3229:

The Executive must not resign his office as a director of any company

3230:

without the agreement of the Board, whose agreement shall not be

3231:

unreasonably withheld.

3232:

3233:

3234:

3235:

3236:

3237:

3238:

OFFERS ON LIQUIDATION

3239:

15.1

3240:

The Executive will have no claim against the Company if the

3241:

employment is terminated by reason of liquidation in order to

3242:

reconstruct or amalgamate the Company or by reason of any

3243:

reorganisation of the Company; and

3244:

15.1.1

3245:

the Executive is offered employment with the company

3246:

succeeding to the Company upon such liquidation or

3247:

reorganisation; and

3248:

15.1.2

3249:

the new terms of employment offered to the Executive are no

3250:

less favourable to him than the terms of this agreement.

3251:

3252:

NOTICES

3253:

16.1

3254:

Any notices given under this agreement must be given by letter or fax.

3255:

Notice to the Company must be addressed to its registered office at

3256:

the time the notice is given. Notice to the Executive must be given to

3257:

him personally or sent to his last known address.

3258:

16.2

3259:

Except for notices given by hand, notices will be deemed to have been

3260:

given at the time at which the letter or fax would be delivered in the

3261:

ordinary course of post or transmission.

3262:

3263:

STATUTORY PARTICULARS

3264:

This agreement and the attached schedule contain the written particulars of

3265:

employment which the Executive is entitled to receive under the provisions of

3266:

section 29 of the Basic Conditions of Employment Act, 75 of 1997.

3267:

3268:

3269:

3270:

3271:

3272:

3273:

MISCELLANEOUS

3274:

18.1

3275:

This agreement may only be modified by the written agreement of the

3276:

parties.

3277:

18.2

3278:

The Executive cannot assign this agreement to anyone else.

3279:

18.3

3280:

References in this agreement to rules, regulations, policies,

3281:

handbooks or other similar documents which supplement it, are

3282:

referred to in it or describe any pensions or other benefits

3283:

arrangement, are references to the versions or forms of the relevant

3284:

documents as amended or updated from time to time.

3285:

18.4

3286:

This agreement supersedes any previous written or oral agreement

3287:

between the parties in relation to the matters dealt within it. It contains

3288:

the whole agreement between the parties relating to the employment

3289:

at the date the agreement was entered into (except for those terms

3290:

implied by law which cannot be excluded by the agreement of the

3291:

parties). The Executive acknowledges that he has not been induced

3292:

to enter into this agreement by any representation, warranty or

3293:

undertaking not expressly incorporated into it.

3294:

18.5

3295:

Neither party's rights or powers under this agreement will be affected

3296:

if:

3297:

18.5.1

3298:

one party delays in enforcing any provisions of this agreement;

3299:

3300:

18.5.2

3301:

one party grants time to the other party.

3302:

3303:

3304:

3305:

3306:

3307:

18.6

3308:

If either party agrees to waive his rights under a provision of this

3309:

agreement, that waiver will only be effective if it is in writing and it is

3310:

signed by him. A party's agreement to waive any breach of any term

3311:

or condition of this agreement will not be regarded as a waiver of any

3312:

subsequent breach of the same term or condition or a different term or

3313:

condition.

3314:

18.7

3315:

The various provisions and sub-provisions of this agreement are

3316:

severable and if any provision or sub-provision is held to be

3317:

unenforceable by any court or competent jurisdiction then such

3318:

unenforceability shall not affect the enforceability of the remaining

3319:

provisions or sub-provisions in this agreement.

3320:

18.8

3321:

This agreement is governed by and will be interpreted in accordance

3322:

with the laws of South Africa. Each of the parties submit to the

3323:

exclusive jurisdiction of the South African Courts as regards any claim

3324:

or matter arising under this agreement.

3325:

3326:

3327:

3328:

3329:

3330:

3331:

SIGNED at LONDON on this the 5TH day of APRIL 2004

3332:

in the presence of the undersigned witnesses :

3333:

AS WITNESSES:

3334:

/s/ 3335: R P EDEY

3336:

For 3337: and on behalf of the COMPANY

3338:

3339:

/s/ N W UNWIN

3340:

3341:

3342:

/s/ A CLARKE

3343:

SIGNED at JOHANNESBURG on this the 27TH day of MAY 2004

3344:

in the presence of the undersigned witnesses :

3345:

AS WITNESSES:

3346:

/s/ 3347: K H WILLIAMS

3348:

[EXECUTIVE]

3349:

3350:

/s/ R MOLEZZI

3351:

3352:

/s/ R HAYES

3353:

3354: 3355: 3356: 3357:

3358:

3359:

3360:

3361:

3362:

CONTRACT OF EMPLOYMENT

3363:

3364:

3365:

entered into between :

3366:

3367:

3368:

ANGLOGOLD LIMITED

3369:

3370:

3371:

and

3372:

3373:

3374:

SAM ESSON JONAH

3375:

3376:

3377:

3378:

3379:

3380:

Exhibit 19.4.6

3381:

3382:

3383:

3384:

3385:

3386:

This agreement is made on 22 APRIL 2004 between

3387:

(1)

3388:

AngloGold Limited, a company registered in South Africa according to the

3389:

company laws of South Africa, and whose registered office is at 11

3390:

DIAGONAL STREET, JOHANNESBURG 2001 (“hereinafter referred to as

3391:

“the Company”); and

3392:

(2)

3393:

SAM ESSON JONAH of ASHANTI GOLD CORPO (hereinafter referred to as

3394:

“The Executive”)

3395:

This agreement records the terms on which the Executive is employed by the

3396:

Company.

3397:

3398:

INTERPRETATION

3399:

1.1

3400:

In this agreement (and any schedules to it):

3401:

1.1.1 3402: “Board” means the board of directors of the Company from

3403:

time to time or any person or committee nominated by the

3404:

board of directors as its representative for the purposes of this

3405:

agreement;

3406:

1.1.2 3407: "Change of Control" shall have occurred if:

3408:

1.1.2.1

3409:

the Company becomes a subsidiary of another

3410:

company; or

3411:

1.1.2.2

3412:

all or substantially all of the business, assets and

3413:

undertakings of the Company become owned by any

3414:

person, firm or company.

3415:

3416:

3417:

3418:

3419:

3420:

1.1.3 3421: “Employment” means the employment governed by this

3422:

agreement;

3423:

1.1.4

3424:

“Termination Date” means the date on which the Employment

3425:

is terminated.

3426:

1.2

3427:

References to any statutory provisions include any modifications or re-

3428:

enactment of those provisions.

3429:

3430:

TERMS OF EMPLOYMENT

3431:

2.1

3432:

Notwithstanding the date of signature hereof, employment under this

3433:

agreement will commence on 1 May 2004.

3434:

2.2

3435:

Subject to clause 10 (Termination and Suspension) the employment

3436:

will continue until terminated by either party giving not less than

3437:

Six calendar months’ notice, in writing, to the other.

3438:

2.3

3439:

Notwithstanding the other provisions of this agreement, the

3440:

employment will automatically terminate on the last day of the

3441:

calendar year in which the Executive reaches the age of sixty (60).

3442:

3443:

DUTIES OF THE EXECUTIVE

3444:

3.1

3445:

The Executive will serve as President and in any other executive

3446:

capacity as the Board and the Executive may agree from time to time.

3447:

3.2

3448:

The Executive will work such hours as are reasonably necessary to

3449:

perform his duties under this contract to the satisfaction of the Board.

3450:

3451:

3452:

3453:

3454:

3455:

3.3

3456:

The Executive will –

3457:

3.3.1

3458:

devote sufficient time, attention and skill to the employment to

3459:

perform his duties;

3460:

3.3.2

3461:

properly perform his duties and exercise his powers;

3462:

3.3.3

3463:

accept any offices or directorships as reasonably required by

3464:

the Board after consultation with the Executive;

3465:

3.3.4

3466:

comply with all rules and regulations issued by the Company;

3467:

3.3.5

3468:

obey the directions of the Board; and

3469:

3.3.6

3470:

use his best endeavors to promote the interests and reputation

3471:

of the Company.

3472:

3.4

3473:

The Executive accepts that –

3474:

3.4.1

3475:

he will be required to perform duties for AngloGold Limited.

3476:

The Company will remain responsible for the payments and

3477:

benefits he is entitled to receive under this agreement;

3478:

3.4.2

3479:

the Company may appoint any other person to act jointly with

3480:

him.

3481:

3.5

3482:

The Executive will keep the Board fully informed of his conduct of the

3483:

business, finances or affairs of the Company or business for which he

3484:

is responsible, in a prompt and timely manner. He will provide

3485:

information to the Board in writing if requested.

3486:

3487:

3488:

3489:

3490:

3491:

3.6

3492:

During the employment, the Executive will be required annually at the

3493:

Company’s expense to undergo medical examinations.

3494:

3.6.1

3495:

The timing of such examinations will be determined by

3496:

notification from the Company's senior medical executive, as

3497:

there are specific requirements to be met by both the

3498:

Executive and the specialists who undertake the medical

3499:

examination.

3500:

3.6.2

3501:

The Executive will receive due notice of when his medical

3502:

should be undertaken and is asked to read the instructions

3503:

carefully at that time, as the Company will not bear the costs of

3504:

any examination not covered by the instruction that will be set

3505:

out in the notification.

3506:

3.6.3

3507:

The results of the examination will only be disclosed to the

3508:

Company's senior medical executive, with the Executive's

3509:

express permission, and the Executive will make his wishes in

3510:

this regard very clear to the physician.

3511:

3512:

INTERESTS OF THE EXECUTIVE

3513:

4.1

3514:

The Executive will disclose promptly in writing to the Board, in

3515:

accordance with Company policy, all his material interests (for

3516:

example, shareholdings of 1% or more of the issued share capital of

3517:

any company listed on a stock exchange or directorships) and those

3518:

of a commercial or business nature where any conflict could arise in

3519:

relation to the Company, except his interests in any Company which

3520:

he takes on or holds at the request of the Board. The Executive will

3521:

3522:

3523:

3524:

3525:

3526:

not accept any directorships or offices without the prior written consent

3527:

of the Board.

3528:

4.2

3529:

During the employment, the Executive will not be directly or indirectly

3530:

engaged or concerned in the conduct of any activity which is similar to

3531:

or competes with any activity carried on by any Company (except as a

3532:

representative of the Company or with the written consent of the

3533:

Board).

3534:

4.3

3535:

The Executive will (and will procure that his wife and dependent

3536:

children) comply with any applicable legislation and regulations issued

3537:

by the Johannesburg Securities Exchange relating to securities

3538:

transactions by directors of listed companies, and any rules or policies

3539:

issued by the Company from time to time in relation to the holding or

3540:

trading of securities.

3541:

4.4

3542:

The Executive acknowledges that because of the services to be

3543:

provided under this Agreement, he is likely to come into possession of

3544:

unpublished price-sensitive information in relation to a listed company.

3545:

The Executive agrees, for the duration of this Agreement, not to deal

3546:

in the shares of the Company (including dealings in warrants and

3547:

exercising options over shares) during closed periods. These periods

3548:

are published by the Company Secretary's office in writing and

3549:

coincide with the imminent publication of the quarterly and year end

3550:

financial results of the Company, representing a thirty period

3551:

immediately preceding the date of publication of the financial results.

3552:

3553:

3554:

3555:

3556:

3557:

3558:

4.5

3559:

The Executive also agrees to comply with the provisions of the Insider

3560:

Trading Act, 135 of 1998, and to refrain from dealing in shares of the

3561:

Company at any time that he might be in possession (whether directly

3562:

or indirectly) of any information pertinent to the affairs of the Company

3563:

or any company within AngloGold Limited, that is likely to have a

3564:

material effect on the price or value of AngloGold’s shares.

3565:

5 3566: MOBILITY

3567:

The Company has operations in various parts of South Africa and

3568:

abroad. The Executive may be required and the Company reserves

3569:

the right, after consultation with the Executive, to relocate the

3570:

Executive from his current place of employment to these operations.

3571:

During the employment the Executive will be required to relocate if

3572:

requested to do so, unless he has reasonable grounds for refusing the

3573:

request.

3574:

3575:

BASIC EMPLOYMENT COST ("BEC")

3576:

6.1

3577:

The Executive's BEC is Three Million, Eight Hundred and Sixteen

3578:

Thousand Rand (R3, 816,000) per annum. The Executive's BEC is

3579:

inclusive of director's fees and any remuneration or benefits received

3580:

from any AngloGold Company. The Executive's salary will be paid

3581:

monthly in arrears by bank transfer during the last working week of

3582:

each month. A review will usually take place at the year end and any

3583:

revised BEC will take effect from 1 January of the next year.

3584:

3585:

3586:

3587:

3588:

3589:

3590:

6.2

3591:

Pension

3592:

The Executive will continue to be a member of the AngloGold Pension

3593:

Fund, subject to the Fund's rules from time to time.

3594:

6.3

3595:

Medical Aid

3596:

6.3.1

3597:

The Executive will remain a member of the AngloGold Medical

3598:

Scheme, and receive benefits subject to the rules of the

3599:

scheme and the contribution levels applicable from time to

3600:

time.

3601:

6.3.2

3602:

The onus is on the Executive to notify the Company of any

3603:

change in status relevant to the Executive's medical aid

3604:

membership.

3605:

6.4

3606:

Leave

3607:

6.4.1

3608:

The Executive will be entitled to vacation leave and his

3609:

entitlement will be thirty (30) working days per annum.

3610:

6.4.2

3611:

Vacation and sick leave are governed by the Company's leave

3612:

regulations, as amended from time to time.

3613:

6.4.3

3614:

Without prejudice to the Company's right to terminate the

3615:

employment at any time in accordance with clause 2 or

3616:

clause

3617:

10, salary payable and benefits provided to the

3618:

Executive under this agreement may cease if the Board so

3619:

decides after twenty-six (26) consecutive weeks of absence

3620:

3621:

3622:

3623:

3624:

3625:

from work by the Executive in any period of twelve (12) months

3626:

due to illness or injury.

3627:

6.4.4

3628:

If the Executive is absent from work due to sickness or injury

3629:

which is caused by the fault of another person and, as a

3630:

consequence, recovers from that person or another person

3631:

any sum representing compensation for loss of salary under

3632:

this agreement, the Executive will repay to the Company any

3633:

money it has paid to him as salary in respect of the same

3634:

period of absence, but such repayment shall not exceed the

3635:

amount he has recovered. The provision of any other benefits

3636:

will be in accordance with Company policy as amended from

3637:

time to time.

3638:

6.5

3639:

Deductions

3640:

The Company will deduct from any payment due to the Executive

3641:

those statutory deductions required by law, such as PAYE. In

3642:

addition, employee specific deductions will be made for Pension Fund

3643:

and other conditions of service such as Medical Aid and the like, as

3644:

these apply.

3645:

6.6

3646:

Death and Accident Insurance

3647:

The Executive will have the benefit of the Company's insurance

3648:

policies providing employees (but not their dependants) with twenty-

3649:

four (24) hour cover against permanent disability and death arising

3650:

from accidents, whether or not these are sustained in the course of

3651:

3652:

3653:

3654:

3655:

3656:

employment. Benefits payable upon death by natural causes will be

3657:

governed by the rules of AngloGold Pension Fund.

3658:

6.7

3659:

Security Card

3660:

The Executive has been issued with a security card that, in the

3661:

interests of effective security control, should be produced on request

3662:

and may not be loaned to any other individual. Upon termination of

3663:

the employment, the security card must be returned to the Payroll

3664:

Section.

3665:

6.8

3666:

Rules and Regulations

3667:

6.8.1

3668:

The Executive will be subject to the Company’s rules and

3669:

procedures now in existence, and those that may be

3670:

introduced in the future and to all common law and any

3671:

statutory provisions that may be applicable.

3672:

6.8.2

3673:

The Company's rules, policies and procedures on employment

3674:

related matters, will change from time to time to address new

3675:

circumstances. The Executive will be expected to comply with

3676:

all rules, policies and procedures and to all common law and

3677:

any statutory provisions that are in force.

3678:

3679:

EXPENSES

3680:

The Company will procure the refund to the Executive of all reasonable

3681:

expenses properly incurred by him in performing his duties under this

3682:

agreement. This will include expenses relating to entertainment, subsistence

3683:

and travelling. The Company will require the Executive to produce official

3684:

3685:

3686:

3687:

3688:

3689:

receipts or other available documents as proof that he has incurred any

3690:

expenses he claims.

3691:

3692:

CONFIDENTIALITY

3693:

8.1

3694:

Without prejudice to the common law duties which he owes to the

3695:

Company, the Executive agrees that he will not, except in the proper

3696:

performance of his duties, use or disclose to any person any of the

3697:

Company’s trade secrets or confidential information. This restriction

3698:

will continue to apply after the termination of the employment without

3699:

limit in time.

3700:

8.2

3701:

In the course of the employment, the Executive may obtain trade

3702:

secrets and confidential information belonging or relating to other

3703:

companies and other persons, including joint ventures in which the

3704:

Company has an interest. He will treat such information as if it falls

3705:

within the terms of clause 8.1, and clause 8.1 will apply with any

3706:

necessary amendments to such information. If requested to do so by

3707:

the Company, the Executive will enter into an agreement with other

3708:

companies and any other persons, including joint ventures, in the

3709:

same terms as clause 8.1 with any amendments necessary to give

3710:

effect to this provision.

3711:

8.3

3712:

The Executive shall not at any time during the continuance of his

3713:

employment with the Company make any copy, record, notes or

3714:

memoranda (whether or not recorded in writing or on computer disk or

3715:

tape) relating to any matter within the scope of the Company's

3716:

business, dealings or affairs otherwise than for the benefit of the

3717:

Company.

3718:

3719:

3720:

3721:

3722:

3723:

8.4

3724:

The obligations contained in clause 8.1 shall cease to apply to any

3725:

information or knowledge which:

3726:

8.4.1

3727:

may subsequently come into the public domain after the

3728:

termination of the employment other than by way of

3729:

unauthorised disclosure; or

3730:

8.4.2

3731:

the Executive is entitled to disclose under the Protected

3732:

Disclosures Act, 26 of 2000, provided the Executive has first

3733:

fully complied with the Company's applicable procedures

3734:

relating to such external disclosures.

3735:

8.5

3736:

The Executive shall not make or communicate any statement (whether

3737:

written or oral) to any representative of the press, television, radio, or

3738:

other media and shall not write any article for the press or otherwise

3739:

for publication on any matter connected with or relating to the

3740:

business of the Company other than in the proper performance of his

3741:

duties.

3742:

8.6

3743:

The Company may at any time during the employment require the

3744:

Executive to deliver to it immediately all documents (including all

3745:

records, notes, original documents, extracts and summaries thereof),

3746:

disks and other information storing medium relating to the business or

3747:

affairs of the Company which he obtained or made whilst an employee

3748:

of the Company. This obligation shall include all copies and

3749:

reproductions of the same, however made.

3750:

3751:

3752:

3753:

3754:

3755:

3756:

3757:

COMPUTER SAFETY, COPYRIGHT, INVENTIONS AND PATENTS

3758:

9.1

3759:

The Executive will not make copies of any computer files belonging to

3760:

the Company or their service providers and will not introduce any of

3761:

his own computer files into any computer used by the Company in

3762:

breach of any Company policy, unless he has obtained the consent of

3763:

the Board.

3764:

9.2

3765:

The Executive acknowledges that the Company will become the

3766:

owner of the intellectual property rights in any work which is eligible for

3767:

intellectual property rights and which is created by him in the course

3768:

and scope of providing services in terms of his employment.

3769:

9.3

3770:

Insofar as it may be necessary, the Executive will cede and assign to

3771:

the Company concerned all intellectual property rights in any work

3772:

created or executed by him in the course and scope of his

3773:

employment.

3774:

9.4

3775:

The Executive undertakes not to exercise any residuary rights in

3776:

respect of any work created or executed by him in the course and

3777:

scope of his employment.

3778:

9.5

3779:

All work created or executed by the Executive in any fields in which he

3780:

performs services will, unless he establishes to the contrary, be

3781:

deemed to have been created or executed by him in the course and

3782:

scope of his employment.

3783:

9.6

3784:

The Executive undertakes to assist to the best of his ability with any

3785:

application which the Company may see fit to make for any form of

3786:

3787:

3788:

3789:

3790:

3791:

intellectual property protection, whether in the form of a foreign or

3792:

South African patent or design right or otherwise, in respect of any

3793:

concept, idea, process, method or technique which may be discovered

3794:

by the Executive in the course of performing services in terms of his

3795:

employment.

3796:

9.7

3797:

For the purposes of this agreement, the term "intellectual property

3798:

rights" shall include, but shall not be limited to, copyright and patent

3799:

and design rights.

3800:

3801:

TERMINATION AND SUSPENSION

3802:

10.1

3803:

Written notice given by either party, for any reason, to terminate the

3804:

Executive’s employment under this agreement will also be deemed to

3805:

be notice given to terminate the Executive’s employment under any

3806:

other contract of service or contract of employment concluded with

3807:

any company at the Company’s request.

3808:

10.2

3809:

The Company may terminate the employment immediately by written

3810:

notice if the Executive does not perform the duties of the employment

3811:

for a period of twenty-six (26) weeks (whether or not consecutive) in

3812:

any period of twelve (12) months because of sickness, injury or other

3813:

incapacity. This notice can be given whilst the Executive continues

3814:

not to perform his duties or on expiry of the twenty-six (26) week

3815:

period.

3816:

10.3

3817:

The Company may terminate the employment immediately by written

3818:

notice if the Executive commits any serious or persistent breach of his

3819:

obligations under this agreement; or is guilty of any gross misconduct

3820:

3821:

3822:

3823:

3824:

3825:

or conducts himself (whether in connection with the employment or

3826:

not) in a way which is harmful to the Company or any other company

3827:

in which it has an interest, including any joint venture; or is guilty of

3828:

dishonesty or is convicted of an offence (other than a motoring offence

3829:

which does not result in imprisonment) whether in connection with the

3830:

employment or not; or becomes of unsound mind, is bankrupted or

3831:

has a receiving order made against him or makes any general

3832:

composition with his creditors or takes advantage of any statute

3833:

affording relief for insolvent debtors; or becomes disqualified from

3834:

being a director of a company.

3835:

10.4

3836:

The Company may suspend the Executive from the employment on

3837:

full salary at any time, for a reasonable period, to investigate any

3838:

matter in which the Executive is implicated or involved, whether

3839:

directly or indirectly.

3840:

10.5

3841:

During all or any part of a period of notice whether given by the

3842:

Company or the Executive or during any period of suspension, the

3843:

Company may, in its absolute discretion, require the Executive either

3844:

not to attend his place of work, and/or not undertake any work. During

3845:

such period, the following conditions shall apply:

3846:

(a)

3847:

the Executive shall continue to be entitled to receive his

3848:

contractual remuneration and other benefits;

3849:

(b)

3850:

the Executive's duties of fidelity, mutual trust and

3851:

confidence, confidentiality and obligations under this

3852:

agreement shall continue to apply;

3853:

3854:

3855:

3856:

3857:

3858:

(c)

3859:

the Executive shall not undertake any other work or

3860:

other business activities, except with the prior consent

3861:

of the Company;

3862:

(d)

3863:

the Executive shall remain available or be contactable

3864:

during normal business hours to provide such

3865:

assistance to the Company as it shall reasonably

3866:

require from time to time.

3867:

10.6

3868:

When the employment terminates, the Company may deduct from any

3869:

monies due to the Executive (including remuneration) any amount that

3870:

he owes to the Company.

3871:

3872:

CHANGE OF CONTROL

3873:

11.1

3874:

Subject to clause 11.4 below, if there is a Change of Control and the

3875:

Executive's employment is terminated by the Company within twelve

3876:

(12) months of that Change of Control (other than pursuant to clause

3877:

10.3) or the Executive resigns in circumstances contemplated by

3878:

section 186(1)(e) or (f) of the Labour Relations Act, 66 of 1995, the

3879:

Company shall within one (1) month of the termination or resignation,

3880:

pay the Executive a sum equal to –

3881:

3882:

(i) payment of salary and benefits in lieu of his notice period;

3883:

(ii)

3884:

……………..months' gross salary (less such tax and national

3885:

insurance contributions as the Company is obliged to deduct

3886:

from such sum); and

3887:

3888:

3889:

3890:

3891:

3892:

(iii)

3893:

the value of any pension contributions that would have been

3894:

made to the Executive by the Company in the six (6) months

3895:

following the Termination Date.

3896:

3897:

11.2

3898:

Upon a Change of Control the Executive's entitlements under the

3899:

Executive Share Option Scheme, Deferred Bonus Plan or any similar

3900:

plan or scheme shall be as detailed in the Rules of the relevant plan or

3901:

scheme.

3902:

3903:

11.3

3904:

The expressions "the Executive's employment is terminated by the

3905:

Company" and "the Executive resigns in circumstances contemplated

3906:

by section 186(1)(e) or (f) of the Labour Relations Act, 66 of 1995" do

3907:

not include termination by operation of law (including frustration) or by

3908:

mutual consent.

3909:

3910:

11.4

3911:

The Executive's entitlement to any benefit or payment under this

3912:

clause 11 is conditional upon the Executive entering into such

3913:

agreement or agreements under seal as the Company may

3914:

reasonably require (including a compromise agreement) whereby the

3915:

Executive -

3916:

3917:

11.4.1

3918:

accepts such benefit and/or payment in full and final settlement

3919:

of all claims the Executive would have against the Company

3920:

arising out of the termination of this Agreement including unfair

3921:

dismissal, statutory redundancy payment and non-payment of

3922:

bonus and validly waives all such claims against the Company;

3923:

and

3924:

3925:

3926:

3927:

3928:

3929:

3930:

11.4.2

3931:

undertakes to remain bound by the provisions contained in

3932:

clauses 11 and 13 notwithstanding the termination of this

3933:

agreement; and

3934:

3935:

11.4.3

3936:

resigns with immediate effect and without claim for

3937:

compensation from all employments, secretaryships,

3938:

trusteeships, directorships or other offices held by him at the

3939:

instance of the Company.

3940:

3941:

12 3942: RESTRICTIONS AFTER TERMINATION OF EMPLOYMENT

3943:

3944:

12.1

3945:

The Executive agrees with the Company that during the period of six

3946:

(6) months commencing on the Termination Date he will not (either on

3947:

his own behalf or for or with any other person, whether directly or

3948:

indirectly) entice or try to entice away from the Company any person

3949:

who was a senior employee, director or officer of such a company at

3950:

any time during his last twelve (12) months of service with the

3951:

Company and with whom he had worked closely at any time during

3952:

that period.

3953:

12.2

3954:

Following the Termination Date, the Executive will not represent

3955:

himself as being in any way connected with the businesses of the

3956:

Company (except to the extent agreed).

3957:

12.3

3958:

Any benefit given or deemed to be given by the Executive to any

3959:

company under the terms of clause 12.1 is received and held in trust

3960:

by the Company. The Executive will enter into similar restrictive

3961:

covenants directly if asked to do so by the Company.

3962:

3963:

3964:

3965:

3966:

3967:

12.4

3968:

The Executive acknowledges and agrees that he shall be obliged to

3969:

draw the provisions of this agreement to the attention of any third

3970:

party who may at any time before or after the termination of the

3971:

employment offer to engage the Executive in any capacity and for

3972:

whom or with whom the Executive intends to work during the relevant

3973:

period.

3974:

3975:

RETURN OF COMPANY PROPERTY

3976:

13.1

3977:

At any time during the employment (at the request of the Company) or

3978:

when the employment terminates, the Executive will immediately

3979:

return to the Company:

3980:

13.1.1

3981:

all documents and other materials (whether originals or copies)

3982:

made or compiled by or delivered to the Executive during the

3983:

employment and concerning the Company and all other

3984:

companies, including joint ventures. The Executive will not

3985:

retain any copies of any materials or other information; and

3986:

13.1.2

3987:

all other property belonging or relating to the Company or any

3988:

other company, including joint ventures, which is in the

3989:

possession or under the control of the Executive.

3990:

3991:

DIRECTORSHIPS

3992:

14.1

3993:

The Executive’s office as a director of the Company or any other

3994:

company, including joint ventures, is subject to the Articles of

3995:

Association of the relevant company (as amended from time to time).

3996:

If the provisions of this agreement conflict with the provisions of the

3997:

3998:

3999:

4000:

4001:

4002:

Articles of Association of the relevant company, the Articles of

4003:

Association will prevail.

4004:

14.2

4005:

The Executive must resign from any office held in any company,

4006:

including a joint venture, if he is asked to do so by the Company.

4007:

14.3

4008:

If the Executive does not resign as an officer, having been requested

4009:

to do so in accordance with clause 14.2, the Company will be

4010:

appointed as his attorney to effect his resignation. By entering into

4011:

this agreement the Executive irrevocably appoints the Company as his

4012:

attorney to act on his behalf to execute any document or do anything

4013:

in his name necessary to effect his resignation in accordance with

4014:

clause 14.2. If there is any doubt as to whether such a document (or

4015:

other thing) has been carried out within the authority conferred by this

4016:

clause 14.3, a certificate in writing (signed by any director or the

4017:

secretary of the Company) will be sufficient to prove that the act or

4018:

thing falls within that authority.

4019:

14.4

4020:

The termination of any directorship or other office held by the

4021:

Executive will not terminate the Executive's employment or amount to

4022:

a breach of terms of this agreement by the Company.

4023:

14.5

4024:

During the employment the Executive will not do anything which could

4025:

cause him to be disqualified from continuing to act as a director of any

4026:

company.

4027:

14.6

4028:

The Executive must not resign his office as a director of any company

4029:

without the agreement of the Board, whose agreement shall not be

4030:

unreasonably withheld.

4031:

4032:

4033:

4034:

4035:

4036:

4037:

OFFERS ON LIQUIDATION

4038:

15.1

4039:

The Executive will have no claim against the Company if the

4040:

employment is terminated by reason of liquidation in order to

4041:

reconstruct or amalgamate the Company or by reason of any

4042:

reorganisation of the Company; and

4043:

15.1.1

4044:

the Executive is offered employment with the company

4045:

succeeding to the Company upon such liquidation or

4046:

reorganisation; and

4047:

15.1.2

4048:

the new terms of employment offered to the Executive are no

4049:

less favourable to him than the terms of this agreement.

4050:

4051:

NOTICES

4052:

16.1

4053:

Any notices given under this agreement must be given by letter or fax.

4054:

Notice to the Company must be addressed to its registered office at

4055:

the time the notice is given. Notice to the Executive must be given to

4056:

him personally or sent to his last known address.

4057:

16.2

4058:

Except for notices given by hand, notices will be deemed to have been

4059:

given at the time at which the letter or fax would be delivered in the

4060:

ordinary course of post or transmission.

4061:

4062:

STATUTORY PARTICULARS

4063:

This agreement and the attached schedule contain the written particulars of

4064:

employment which the Executive is entitled to receive under the provisions of

4065:

section 29 of the Basic Conditions of Employment Act, 75 of 1997.

4066:

4067:

4068:

4069:

4070:

4071:

4072:

MISCELLANEOUS

4073:

18.1

4074:

This agreement may only be modified by the written agreement of the

4075:

parties.

4076:

18.2

4077:

The Executive cannot assign this agreement to anyone else.

4078:

18.3

4079:

References in this agreement to rules, regulations, policies,

4080:

handbooks or other similar documents which supplement it, are

4081:

referred to in it or describe any pensions or other benefits

4082:

arrangement, are references to the versions or forms of the relevant

4083:

documents as amended or updated from time to time.

4084:

18.4

4085:

This agreement supersedes any previous written or oral agreement

4086:

between the parties in relation to the matters dealt within it. It contains

4087:

the whole agreement between the parties relating to the employment

4088:

at the date the agreement was entered into (except for those terms

4089:

implied by law which cannot be excluded by the agreement of the

4090:

parties). The Executive acknowledges that he has not been induced

4091:

to enter into this agreement by any representation, warranty or

4092:

undertaking not expressly incorporated into it.

4093:

18.5

4094:

Neither party's rights or powers under this agreement will be affected

4095:

if:

4096:

18.5.1

4097:

one party delays in enforcing any provisions of this agreement;

4098:

4099:

18.5.2

4100:

one party grants time to the other party.

4101:

4102:

4103:

4104:

4105:

4106:

18.6

4107:

If either party agrees to waive his rights under a provision of this

4108:

agreement, that waiver will only be effective if it is in writing and it is

4109:

signed by him. A party's agreement to waive any breach of any term

4110:

or condition of this agreement will not be regarded as a waiver of any

4111:

subsequent breach of the same term or condition or a different term or

4112:

condition.

4113:

18.7

4114:

The various provisions and sub-provisions of this agreement are

4115:

severable and if any provision or sub-provision is held to be

4116:

unenforceable by any court or competent jurisdiction then such

4117:

unenforceability shall not affect the enforceability of the remaining

4118:

provisions or sub-provisions in this agreement.

4119:

18.8

4120:

This agreement is governed by and will be interpreted in accordance

4121:

with the laws of South Africa. Each of the parties submit to the

4122:

exclusive jurisdiction of the South African Courts as regards any claim

4123:

or matter arising under this agreement.

4124:

4125:

4126:

4127:

4128:

4129:

4130:

SIGNED at JOHANNESBURG on this the 22ND day of APRIL 2004

4131:

in the presence of the undersigned witnesses :

4132:

AS WITNESSES:

4133:

/s/ 4134: N W UNWIN

4135:

For 4136: and on behalf of the COMPANY

4137:

4138:

/s/ C ROSSOUW

4139:

4140:

4141:

/s/ K H WILLIAMS

4142:

SIGNED at ACCRA on this the 22ND day of APRIL 2004

4143:

in the presence of the undersigned witnesses :

4144:

AS WITNESSES:

4145:

/s/ 4146: S E JONAH

4147:

[EXECUTIVE]

4148:

1. R

4149:

NUTSAGH

4150:

2. S

4151:

VENKATIKRISHNAN

4152:

4153: 4154: 4155: 4156: 4157:

4158:

4159:

4160:

Written particulars of employment

4161:

4162:

(1) An employer must supply an employee, when the employee

4163:

commences employment, with the following particulars in writing -

4164:

4165:

(a) the full name and address of the employer;

4166:

4167:

(b) the name and occupation of the employee, or a brief description

4168:

of the work for which the employee is employed;

4169:

4170:

4171:

permitted to work at various places, an indication of this;

4172:

4173:

(d) the date on which the employment began;

4174:

4175:

(e) the employee’s ordinary hours of work and days of work;

4176:

4177:

(f)

4178:

the employee’s wage or the rate and method of calculating
wages;

4179:

4180:

(g) the rate of pay for overtime work;

4181:

4182:

(h) any other cash payments that the employee is entitled to;

4183:

4184:

(i)

4185:

any payment in kind that the employee is entitled to and the
value of the payment in kind;

4186:

4187:

(j)

4188:

how frequently remuneration will be paid;

4189:

4190:

(k) any deductions to be made from the employee’s remuneration;

4191:

4192:

(l)

4193:

the leave to which the employee is entitled;

4194:

4195:

(m) the period of notice required to terminate employment, or if

4196:

employment is for a specified period, the date when employment
is to terminate;

4197:

4198:

(n) a description of any council or sectoral determination which

4199:

covers the employer’s business;

4200:

4201:

(o) any period of employment with a previous employer that counts

4202:

towards the employee’s period of employment;

4203:

4204:

(p) a list of any other documents that form part of the contract of

4205:

employment, indicating a place that is reasonably accessible to
the employee where a copy of each may be obtained.

4206:

Addendum to Service Contracts
Exhibits 19.4.2 - 19.4.6

4207: 4208: 4209:

4210:

4211:

4212:

4213:

(2) When any matter listed in subsection (1) changes -

4214:

4215:

(a) the written particulars must be revised to reflect the change; and

4216:

4217:

(b) the employee must be supplied with a copy of the document

4218:

reflecting the change.

4219:

4220:

(3) If an employee is not able to understand the written particulars, the

4221:

employer must ensure that they are explained to the employee in a
language and in a manner that the employee understands.

4222:

4223:

(4) Written particulars in terms of this section must be kept by the

4224:

employer for a period of three years after the termination of
employment.

4225:

4226:

4227: 4228: 4229: 4230: 4231: 4232: 4233:

4234:

4235:

PRINCIPAL SUBSIDIARIES AND JOINT VENTURES

4236:

Below reflects a list of investments in principal subsidiaries and joint venture interests of AngloGold Ashanti as at December 31, 2004:

4237:

Country of Nature of

4238:

incorporation business

4239:

2004

4240:

2003

4241:

2004

4242:

2003

4243:

4244:

4245:

Direct investments

4246:

Advanced Mining Software Limited

4247:

4248:

4249:

40,000

4250:

4251:

40,000

4252:

4253:

100

4254:

4255:

100

4256:

4257:

AGRe Insurance Company Limited

4258:

4259:

4260:

4261:

4262:

4263:

4264:

100

4265:

4266:

100

4267:

4268:

AngloGold American Investments Limited

4269:

4270:

4271:

1,001

4272:

4273:

4274:

4275:

100

4276:

4277:

100

4278:

4279:

AngloGold Ashanti USA Incorporated

4280:

4281:

4282:

100

4283:

4284:

4285:

4286:

100

4287:

4288:

4289:

4290:

500*

4291:

4292:

4293:

100

4294:

4295:

4296:

4297:

AngloGold Geita Holdings Limited

4298:

4299:

4300:

4301:

4302:

2,513

4303:

4304:

4305:

4306:

71.53

4307:

4308:

AngloGold Health Service (Pty) Limited

4309:

4310:

4311:

4312:

4313:

4314:

4315:

100

4316:

4317:

100

4318:

4319:

AngloGold Holdings plc

4320:

4321:

4322:

2,077,313,678

4323:

4324:

4325:

4326:

100

4327:

4328:

4329:

4330:

AngloGold Offshore Investments Limited

4331:

4332:

4333:

5,000,000

4334:

4335:

5,001,000

4336:

4337:

100

4338:

4339:

100

4340:

4341:

4342:

4343:

43,251*

4344:

4345:

4346:

100

4347:

4348:

Eastvaal Gold Holdings Limited

4349:

4350:

4351:

454,464,000

4352:

4353:

454,464,000

4354:

4355:

100

4356:

4357:

100

4358:

4359:

Masakhisane Investment Limited

4360:

4361:

4362:

100

4363:

4364:

100

4365:

4366:

100

4367:

4368:

100

4369:

4370:

Nuclear Fuels Corporation of SA (Pty) Limited

4371:

4372:

4373:

1,450,000

4374:

4375:

1,450,000

4376:

4377:

100

4378:

4379:

100

4380:

4381:

Nufcor International Limited

4382:

4383:

4384:

4385:

4386:

3,000,000

4387:

4388:

3,000,000

4389:

4390:

4391:

4392:

4393:

4394:

Rand Refinery Limited **

4395:

4396:

4397:

208,471

4398:

4399:

208,471

4400:

4401:

53.03

4402:

4403:

53.03

4404:

4405:

Southvaal Holdings Limited

4406:

4407:

4408:

26,000,000

4409:

4410:

26,000,000

4411:

4412:

100

4413:

4414:

100

4415:

4416:

Indirect investments

4417:

AG Mali Holdings 1 Limited

4418:

4419:

4420:

10,002

4421:

4422:

4423:

4424:

100

4425:

4426:

4427:

4428:

AG Mali Holdings 2 Limited

4429:

4430:

4431:

10,002

4432:

4433:

4434:

4435:

100

4436:

4437:

4438:

4439:

AngloGold Argentina Limited

4440:

4441:

4442:

4443:

4444:

4445:

4446:

100

4447:

4448:

100

4449:

4450:

AngloGold Argentina S.A.

4451:

4452:

4453:

1,331,093

4454:

4455:

1,331,093

4456:

4457:

100

4458:

4459:

100

4460:

4461:

AngloGold Ashanti Australia Limited

4462:

4463:

4464:

257,462,077

4465:

4466:

257,462,077

4467:

4468:

100

4469:

4470:

100

4471:

4472:

AngloGold Ashanti (Colorado) Corp.

4473:

4474:

4475:

1,250

4476:

4477:

1,250

4478:

4479:

100

4480:

4481:

100

4482:

4483:

AngloGold Ashanti (Ghana) Limited

4484:

4485:

4486:

132,419,585

4487:

4488:

4489:

4490:

100

4491:

4492:

4493:

4494:

AngloGold Ashanti (Iduapriem) Limited

4495:

4496:

4497:

53,010

4498:

4499:

4500:

4501:

4502:

4503:

4504:

4505:

AngloGold Ashanti Mineracao Ltda

4506:

4507:

4508:

22,194,302,378

4509:

4510:

6,250,151,071

4511:

4512:

100

4513:

4514:

100

4515:

4516:

AngloGold Ashanti (Nevada) Corp.

4517:

4518:

4519:

100

4520:

4521:

100

4522:

4523:

100

4524:

4525:

100

4526:

4527:

AngloGold Ashanti North America Inc.

4528:

4529:

4530:

7,902

4531:

4532:

7,902

4533:

4534:

100

4535:

4536:

100

4537:

4538:

AngloGold Ashanti USA Incorporated

4539:

4540:

4541:

4542:

4543:

100

4544:

4545:

4546:

4547:

100

4548:

4549:

AngloGold Australia Investment Holdings Limited

4550:

4551:

4552:

1,000

4553:

4554:

2,000

4555:

4556:

100

4557:

4558:

100

4559:

4560:

4561:

4562:

43,251*

4563:

4564:

4565:

100

4566:

4567:

AngloGold Australia (Sunrise Dam) Pty Limited

4568:

4569:

4570:

4571:

4572:

4573:

4574:

100

4575:

4576:

100

4577:

4578:

AngloGold Brasil Ltda

4579:

4580:

4581:

8,827,437,875

4582:

4583:

8,827,437,875

4584:

4585:

100

4586:

4587:

100

4588:

4589:

AngloGold Brazil Limited

4590:

4591:

4592:

4593:

4594:

4595:

4596:

100

4597:

4598:

100

4599:

4600:

AngloGold CV 1 Limited

4601:

4602:

4603:

11,002

4604:

4605:

4606:

4607:

100

4608:

4609:

4610:

4611:

AngloGold CV 2 Limited

4612:

4613:

4614:

1,002

4615:

4616:

4617:

4618:

100

4619:

4620:

4621:

4622:

AngloGold CV 3 Limited

4623:

4624:

4625:

1,002

4626:

4627:

4628:

4629:

100

4630:

4631:

4632:

4633:

AngloGold Finance Australia Holdings Limited

4634:

4635:

4636:

4637:

4638:

1,002

4639:

4640:

100

4641:

4642:

100

4643:

4644:

4645:

4646:

43,251*

4647:

4648:

4649:

100

4650:

4651:

AngloGold Finance Australia Limited

4652:

4653:

4654:

4655:

4656:

1,002

4657:

4658:

100

4659:

4660:

100

4661:

4662:

4663:

4664:

43,251*

4665:

4666:

4667:

100

4668:

4669:

AngloGold Geita Holdings Limited

4670:

4671:

4672:

3,513

4673:

4674:

1,000

4675:

4676:

100

4677:

4678:

28.47

4679:

4680:

AngloGold Holdings plc

4681:

4682:

4683:

4684:

4685:

5,000

4686:

4687:

4688:

4689:

100

4690:

4691:

1,024,840,886* 4692: 201,600*

4693:

100

4694:

4695:

100

4696:

4697:

AngloGold Investments Australasia Limited

4698:

4699:

4700:

1,000

4701:

4702:

2,000

4703:

4704:

100

4705:

4706:

100

4707:

4708:

4709:

4710:

43,251*

4711:

4712:

4713:

100

4714:

4715:

AngloGold Investments Australia Pty Ltd

4716:

4717:

4718:

4719:

4720:

4721:

4722:

100

4723:

4724:

100

4725:

4726:

AngloGold Investments (Sadex) Limited

4727:

4728:

4729:

1,000'A'

4730:

1,000'A'

4731:

100

4732:

4733:

100

4734:

4735:

AngloGold Morila Holdings Limited

4736:

4737:

4738:

1,000

4739:

4740:

1,000

4741:

4742:

100

4743:

4744:

100

4745:

4746:

AngloGold Namibia (Pty) Ltd

4747:

4748:

4749:

10,000

4750:

4751:

10,000

4752:

4753:

100

4754:

4755:

100

4756:

4757:

AngloGold North American Holdings Limited

4758:

4759:

4760:

4761:

4762:

4763:

4764:

100

4765:

4766:

100

4767:

4768:

AngloGold Offshore Investments Limited

4769:

4770:

4771:

422,510,000*

4772:

4773:

4774:

100

4775:

4776:

4777:

4778:

AngloGold South America Limited

4779:

4780:

4781:

488,000

4782:

4783:

488,000

4784:

4785:

100

4786:

4787:

100

4788:

4789:

AngloGold South American Holdings Limited

4790:

4791:

4792:

4793:

4794:

4795:

4796:

100

4797:

4798:

100

4799:

4800:

Ashanti Goldfields Belgium S.A.

4801:

4802:

4803:

2,500

4804:

4805:

4806:

4807:

100

4808:

4809:

4810:

4811:

Ashanti Goldfields (Cayman) Limited

4812:

4813:

4814:

4815:

4816:

4817:

4818:

100

4819:

4820:

4821:

4822:

Ashanti Goldfields Holding (Luxembourg) S.A.

4823:

4824:

4825:

3,000,000

4826:

4827:

4828:

4829:

100

4830:

4831:

4832:

4833:

Ashanti Goldfields Services Limited

4834:

4835:

4836:

588,409

4837:

4838:

4839:

4840:

100

4841:

4842:

4843:

4844:

Ashanti Goldfields Teberebie Limited

4845:

4846:

4847:

4848:

4849:

4850:

4851:

100

4852:

4853:

4854:

4855:

Ashanti Goldfields Zimbabwe Limited

4856:

4857:

4858:

265,570,717

4859:

4860:

4861:

4862:

100

4863:

4864:

4865:

4866:

Australian Mining & Finance Pty Limited

4867:

4868:

4869:

4870:

4871:

4872:

4873:

100

4874:

4875:

4876:

4877:

Cerro Vanguardia S.A.

4878:

4879:

4880:

13,875,000

4881:

4882:

13,875,000

4883:

4884:

92.50

4885:

4886:

92.50

4887:

4888:

Chevaning Mining Company Limited

4889:

4890:

4891:

1,000

4892:

4893:

4894:

4895:

100

4896:

4897:

4898:

4899:

Cluff Holdings Pvt Limited

4900:

4901:

4902:

100

4903:

4904:

4905:

4906:

100

4907:

4908:

4909:

4910:

Cluff Mineral Exploration Limited

4911:

4912:

4913:

500,000

4914:

4915:

4916:

4917:

100

4918:

4919:

4920:

4921:

Cluff Oil Limited

4922:

4923:

4924:

19,646,377

4925:

4926:

9,823,188

4927:

4928:

100

4929:

4930:

4931:

4932:

Cluff Resources Limited

4933:

4934:

4935:

93,638,562

4936:

4937:

46,819,281

4938:

4939:

100

4940:

4941:

4942:

4943:

Cripple Creek & Victor Gold Mining Company(USA joint venture)

4944:

4945:

4946:

4947:

4948:

4949:

4950:

4951:

4952:

4953:

Erongo Holdings Limited

4954:

4955:

4956:

13,334'A'

4957:

13,334'A'

4958:

100

4959:

4960:

100

4961:

4962:

Geita Gold Mining Limited

4963:

4964:

4965:

4966:

4967:

4968:

4969:

100

4970:

4971:

4972:

4973:

Golden Shamrock Mines Limited

4974:

4975:

4976:

2,000,000

4977:

4978:

4979:

4980:

100

4981:

4982:

4983:

4984:

GSM Gold S.A.

4985:

4986:

4987:

325,000

4988:

4989:

4990:

4991:

100

4992:

4993:

4994:

4995:

Mineracao Serra Grande S.A.

4996:

4997:

4998:

499,999,997

4999:

5000:

499,999,997

5001:

5002:

5003:

5004:

5005:

5006:

Morila Limited

5007:

5008:

5009:

5010:

5011:

5012:

5013:

5014:

5015:

5016:

5017:

Pioneer Goldfields Limited

5018:

5019:

5020:

75,000,000

5021:

5022:

5023:

5024:

100

5025:

5026:

5027:

5028:

Sadiola Exploration Limited

5029:

5030:

5031:

5,000 'A'

5032:

5,000 'A'

5033:

5034:

5035:

5036:

5037:

Societe Ashanti Goldfields de Guinee S.A.

5038:

5039:

5040:

3,486,134

5041:

5042:

5043:

5044:

5045:

5046:

5047:

5048:

Teberebie Goldfields Limited

5049:

5050:

5051:

1,860,000

5052:

5053:

5054:

5055:

5056:

5057:

5058:

5059:

EXHIBIT 19.8

5060:

Shares held

5061:

Percentage held

5062:

5063:

5064:

5065:

Country of 5066: Nature of

5067:

incorporation 5068: business

5069:

2004

5070:

2003

5071:

2004

5072:

2003

5073:

5074:

5075:

Joint ventures
Societe des Mines de Morila S.A.

5076:

5077:

5078:

400

5079:

5080:

400

5081:

5082:

5083:

5084:

5085:

5086:

Societe d'Exploitation des Mines d'Or de Sadiola S.A.

5087:

5088:

5089:

38,000

5090:

5091:

38,000

5092:

5093:

5094:

5095:

5096:

5097:

Societe d'Exploitation des Mines d'Or de Yatela S.A.

5098:

5099:

5100:

400

5101:

5102:

400

5103:

5104:

5105:

5106:

5107:

5108:

BGM Management Company Pty Ltd

5109:

5110:

5111:

3'B'

5112:

3'B'

5113:

33.33

5114:

5115:

33.33

5116:

5117:

Nature of business

5118:

Countries of incorporation

5119:

A - Mining

5120:

x Republic of South Africa

5121:

B - Investment holding

5122:

1 British Virgin Islands

5123:

C - Software development

5124:

2 Isle of Man

5125:

D - Market agent

5126:

3 Namibia

5127:

E - Health care

5128:

4 Mali

5129:

F - Short-term insurance and re-assurance

5130:

5 United States of America

5131:

G - Precious metal refining

5132:

6 Argentina
7 Brazil

5133:

5134:

8 Australia
9 United Kingdom

5135:

10 Malta
11 Tanzania
12 Guinea

5136:

are 30 September and 30 June respectively. AngloGold Ashanti does not

5137:

13 Ghana

5138:

consider these companies significantly material subsidiaries requiring an

5139:

14 Zimbabwe

5140:

alignment of year-end

5141:

15 Luxembourg
16 Belgium

5142:

There are no material losses in subsidiaries

5143:

17 Cayman Islands
18 Guernsey
19 Jersey

5144:

Shares held

5145:

Percentage held

5146:

* 5147: Indicates preference shares
** 5148: The year ends of Rand Refinery Limited and Nufcor International Limited

5149:

5150: 5151: 5152: 5153: 5154: 5155: 5156: 5157:

5158:

5159:

5160:

5161:

Exhibit 19.12.1

5162:

5163:

CERTIFICATION

5164:

5165:

I, Robert Michael Godsell, certify that:

5166:

1. I have reviewed this annual report on Form 20-F of AngloGold Ashanti Limited;

5167:

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

5168:

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the company as of,
and for, the periods presented in this report;

5169:

4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and
have:

5170:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and

5171:

procedures to be designed under our supervision, to ensure that material information relating to the
company, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

5172:

b) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in

5173:

this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation; and

5174:

c) Disclosed in this report any change in the company’s internal control over financial reporting that

5175:

occurred during the period covered by the annual report that has materially affected, or is reasonably
likely to materially affect, the company’s internal control over financial reporting; and

5176:

5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the company’s auditors and the audit committee of the company’s board of
directors (or persons performing the equivalent functions):

5177:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over

5178:

financial reporting which are reasonably likely to adversely affect the company’s ability to record,
process, summarize and report financial information; and

5179:

b) Any fraud, whether or not material, that involves management or other employees who have a

5180:

significant role in the company’s internal control over financial reporting.

5181:

Date: July 14, 2005

5182:

/s/ Robert M Godsell

5183:

Robert Michael Godsell

5184:

Chief Executive Officer

5185:

5186:

5187:

5188:

5189:

EXHIBIT 19.12.2

5190:

5191:

CERTIFICATION

5192:

5193:

I, Jonathan Gourlay Best, certify that:

5194:

1. I have reviewed this annual report on Form 20-F of AngloGold Ashanti Limited;

5195:

5196:

5197:

5198:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and

5199:

5200:

b) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in

5201:

this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation; and

5202:

c) Disclosed in this report any change in the company’s internal control over financial reporting that

5203:

occurred during the period covered by the annual report that has materially affected, or is reasonably
likely to materially affect, the company’s internal control over financial reporting; and

5204:

5205:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over

5206:

financial reporting which are reasonably likely to adversely affect the company’s ability to record,
process, summarize and report financial information; and

5207:

b) Any fraud, whether or not material, that involves management or other employees who have a

5208:

significant role in the company’s internal control over financial reporting.

5209:

Date: July 14, 2005

5210:

/s/ Jonathan G Best

5211:

Jonathan Gourlay Best

5212:

Chief Financial Officer

5213:

5214:

5215:

5216:

5217:

5218:

EXHIBIT 19.13.3

5219:

5220:

CERTIFICATION PURSUANT TO

5221:

18 U.S.C. SECTION 1350,

5222:

AS ADOPTED PURSUANT TO

5223:

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

5224:

5225:

In connection with the Annual Report of AngloGold Ashanti Limited (the “Company”) on Form 20-F for the period

5226:

ending December 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned hereby certify that to the best of our knowledge:

5227:

5228:

The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934;

5229:

and

5230:

5231:

The information contained in the Report fairly presents, in all material respects, the financial condition and

5232:

results of operations of the Company.

Date: July 14, 2005

5233:

5234:

5235:

5236:

/s/ Robert M Godsell

5237:

Name:

5238:

Robert

5239:

Michael

5240:

Godsell

5241:

Title:

5242:

Chief

5243:

Executive

5244:

Officer

5245:

Date: July 14, 2005

5246:

5247:

5248:

5249:

/s/ Jonathan G Best

5250:

Name:

5251:

Jonathan

5252:

Gourlay

5253:

Best

5254:

Title:

5255:

Chief

5256:

Financial

5257:

Officer

5258:

5259:

5260:

5261:

5262:

5263:

5264:

EXHIBIT 19.14.1

5265:

Consent of Independent Registered Public Accounting Firm

5266:

5267:

5268:

5269:

5270:

We consent to the incorporation by reference in the Registration Statements on Form F-3 (File No. 333-101891;
333-101891-01 and 333-114857) of AngloGold Ashanti Limited and the Registration Statements on Form S-8
(File No. 333-10990 and 333-113789) of AngloGold Ashanti Limited of our report dated June 30, 2005, with
respect to the consolidated financial statements of AngloGold Ashanti Limited included in this Annual Report
(Form 20-F) for the year ended December 31, 2004.

&nb sp; 5271: /s/

5272:

Ernst

5273:

5274:

Young

5275:

Registered

5276:

Accountants

5277:

and

5278:

Auditors

5279:

Chartered

5280:

Accountants

5281:

(S.A.)

5282:

Johannesburg
Republic of South Africa
July 14, 2005

5283:

5284:

5285:

5286:

5287:

EXHIBIT 19.14.2

5288:

Consent of Independent Registered Public Accounting Firm

5289:

5290:

The Board of Directors
Société d’Exploitation des Mines d’Or de Sadiola S.A.

5291:

5292:

5293:

We consent to the incorporation by reference in the Registration Statements on Form F-3 (File No. 333-101891;
333-101891-01 and 333-114857) and the Registration Statements on Form S-8 (File No. 333-10990 and
333-113789) of AngloGold Ashanti Limited (formerly AngloGold Limited) of our report dated March 29, 2005,
with respect to the balance sheets of Société d’Exploitation des Mines d’Or de Sadiola S.A. as of December 31,
2004 and 2003, and the related statements of income, cash flows, and changes in stockholders’ equity for the
years then ended included in the December 31, 2004 Annual Report on Form 20-F of AngloGold Ashanti
Limited (formerly AngloGold Limited).

5294:

5295:

5296:

5297:

5298:

5299:

5300:

/s/ KPMG

5301:

Registered

5302:

Accountants

5303:

and

5304:

Auditors

5305:

5306:

Chartered

5307:

Accountants

5308:

(S.A.)

5309:

Johannesburg
Republic of South Africa
July 14, 2005

5310:

5311:

5312:

5313:

5314:

EXHIBIT 19.14.3

5315:

Consent of Independent Registered Public Accounting Firm

5316:

5317:

The Board of Directors
Société des Mines de Morila S.A.

5318:

5319:

5320:

We consent to the incorporation by reference in the Registration Statements on Form F-3 (File No. 333-101891;
333-101891-01 and 333-114857) and the Registration Statements on Form S-8 (File No. 333-10990 and
333-113789) of AngloGold Ashanti Limited (formerly AngloGold Limited) of our report dated May 3, 2005, with
respect to the balance sheets of Société des Mines de Morila S.A. as of December 31, 2004 and 2003, and the
related statements of income, cash flows, and changes in 5321: shareholders’ equity for each of the three years in the
5322: period ended December 31, 2004, included in the December 31, 2004 Annual Report on Form 20-F of AngloGold
5323: Ashanti Limited (formerly AngloGold Limited).

5324:

PricewaterhouseCoopers

5325:

/s/

5326: 5327:

Registered

5328:

Accountants

5329:

and

5330:

Auditors

5331:

5332:

Chartered

5333:

Accountants

5334:

(S.A.)

5335:

Johannesburg
Republic of South Africa
July 14, 2005

5336:

5337:

5338:

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Negative
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Constraining
Legalese
Litigous
Readability	6th grade Avg

AngloGold Ashanti Limited (AU) 20-F2005 FY Annual report (foreign)

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