1

A:   You are receiving this document and the related forms of proxy or Voting Instruction Forms because you are

on the register of members of Ashanti or you hold Ashanti Depositary Securities.

A:   It is intended that AngloGold will change its name to AngloGold Ashanti Limited on completion of the Merger.

A:   The Merger is to be implemented by means of a scheme of arrangement, a legal procedure carried out under

A:   If the Merger becomes effective, each holder of an Ashanti Share (and each holder of an Ashanti Depositary

A:   No fractional interests in New AngloGold Ashanti Shares or New AngloGold Ashanti ADSs will be issued and

Ashanti Securityholders who would otherwise receive fractional interests will instead receive a cash payment

2

A:   You should complete the relevant Form of Election in accordance with the procedures set out in paragraphs 5

A:   The Ashanti Board considers the terms of the Merger to be in the best interests of the Ashanti Securityholders

A:   The Scheme Meeting of Ashanti Shareholders to approve the Scheme and the Extraordinary General Meeting

A:

As an Ashanti Shareholder you will have received two voting forms: a BLUE form of proxy for voting at the Scheme Meeting and a YELLOW form of proxy for voting at the Extraordinary General Meeting. You can vote on the Merger by completing and returning your forms of proxy to the Ghanaian Registrar, the UK Transfer Agent of the International Registrar or the Zimbabwean Registrar as soon as possible (to be received by the relevant registrar by not later than 3 p.m. (GMT) on 6 April 2004). If you are unable to lodge your form of proxy in connection with the Scheme Meeting by that time, you may hand such form to the Chairman at the Scheme Meeting. However, any forms of proxy for the Extraordinary General Meeting will be invalid if not received by the stipulated time.

A:   

If you are a holder of Ashanti Depositary Securities, you will not be able to attend and participate in either the Scheme Meeting or the Extraordinary General Meeting in person. However, you may direct the relevant depositary

3

A:   

Holders of Ashanti Depositary Securities are not entitled to attend and vote at the Scheme Meeting and Extraordinary General Meeting. If you hold Ashanti Depositary Securities and wish to attend and vote at the Scheme Meeting and the Extraordinary General Meeting in person, you may present your Ashanti Depositary Securities for conversion and arrange for delivery of the underlying Ashanti Shares, which, if registered in your name in a timely manner, will enable you to participate in and vote at the Scheme Meeting and the Extraordinary General Meeting.

A:   Two votes are required to implement the Merger.

Firstly, the Scheme must be approved by not less than three-quarters of the votes cast at the Scheme Meeting.

A:   The Scheme Meeting and the Extraordinary General Meeting are being convened for different purposes.

-   provide for, once the Merger becomes effective, the immediate transfer of Ashanti Shares issued after the

-   convert Ashanti from a public company to a private company under the Companies Code; and

-   de-list Ashanti from the GSE on the Effective Date.

A:   

The Merger is conditional upon, among other things, the receipt of the requisite approval of Ashanti Shareholders for the Scheme at the Scheme Meeting and for the special resolution proposed at the Extraordinary General Meeting.

4

A:

Ashanti and AngloGold anticipate that the Merger will be completed during April 2004. The Merger is conditional on, amongst other things, regulatory approvals in various jurisdictions, certain third party consents, the absence of any material adverse change to the business, financial condition, results of operations, assets or liabilities of Ashanti and the confirmation of the Scheme by the High Court, and accordingly, neither Ashanti nor AngloGold can predict the exact timing of completion.

A:   Assuming that the requisite number of votes in favour of the Merger are obtained at the Scheme Meeting and

A:   

All Ashanti Securityholders are entitled to attend in person or to be represented by counsel at the Court Hearing to support or object to the Scheme.

A:   The Court Hearing is scheduled to begin at 11 a.m. (GMT) on 23 April 2004, and will be held at the High Court

For more information on the Court Hearing, see paragraph 4 of Part IV of this document.

A:   The role of the Fairness Reporter is to investigate the fairness of the Scheme and to report thereon to the High

A:   Unless you hold Ashanti GDSs, there is no need to send in your certificates representing Ashanti Securities

5

A:   

Once the Scheme becomes effective, your existing Ashanti share certificates or certificates representing Ashanti Depositary Securities will cease to have effect. Ashanti Securityholders will instead receive New AngloGold Ashanti Securities in accordance with the Share Exchange Ratio and AngloGold will deliver certificates representing New AngloGold Ashanti Securities (where applicable) as promptly as reasonably practicable after the Effective Date and in any event within 10 business days after the Effective Date.

A:   

If the Merger does not become effective, Ashanti may be subject to material adverse consequences, including the following: the price of Ashanti Shares and/or Ashanti GDSs may decline; costs related to the Merger, such as legal, accounting and financial advisory fees, must be paid, even if the Merger is not completed; and, under certain circumstances, Ashanti may be required to pay a termination fee pursuant to the Transaction Agreement (the circumstances in which a termination fee may become payable are summarised in paragraph 10 of Part VII of this document).

A:   

For additional information, you should refer to the AngloGold Ashanti Information Memorandum, a copy of which is being sent to you with this document. In addition, you can find information about AngloGold and Ashanti from various sources described under paragraph 16 of Part VII of this document.

A:   

If you have more questions about the Merger, if you would like additional copies of this document or the AngloGold Ashanti Information Memorandum, or should you wish to obtain a copy of the Listing Particulars, you should contact: Bondholder Communications Group on + 44 20 7236 0788 (in the UK), Merban Stockbrokers Limited on +233 21 251134 (in Ghana), Bondholder Communications Group on + 1 888 385 2663 (toll free for US) or Imara Edwards Securities at +263 4 790090 (in Zimbabwe). For legal reasons, these help lines will not be able to provide advice on the merits of the Merger itself or give financial advice.

6

8

17

19

RISK FACTORS

28

JOINT LETTER FROM THE CHAIRMEN OF ASHANTI AND ANGLOGOLD

42

LETTER FROM THE CHAIRMAN OF ASHANTI

43

EXPLANATORY STATEMENT

52

CONDITIONS TO THE IMPLEMENTATION OF THE SCHEME AND THE MERGER

78

THE SCHEME OF ARRANGEMENT

85

PART VII ADDITIONAL INFORMATION

95

PART VIII NOTICE OF SCHEME MEETING

125

NOTICE OF EXTRAORDINARY GENERAL MEETING

126

INVITATION FOR THE PURPOSE OF RECEIVING A GHANAIAN VISA

128

7

8

AngloGold may declare dividends at the discretion of its board of directors or shareholders at a general meeting.

9

-   an enhanced production profile is expected from existing brownfields opportunities;

-   AngloGold's proven ability in the development of deep-level projects should maximise the opportunity for the

-   a dedicated project team will undertake a feasibility study regarding Obuasi Deeps with anticipated expenditure

-   AngloGold Ashanti intends to invest US$110 million in real terms over the next five years on underground

-   AngloGold Ashanti intends to accelerate its exploration programmes, particularly at Obuasi and at Siguiri;

-   AngloGold Ashanti will have land positions in some of the most prospective regions in the world; and

-   AngloGold's stronger balance sheet, combined with its proven capital raising capability, will ensure the funding

of the above development projects at Obuasi and, in 2004, the carbon-in-pulp installation at Siguiri.

-   reduced financing costs;

-   reduced administrative and procurement costs;

-   consolidation of ownership of the Geita mine in Tanzania; and

-   breadth of technical capabilities to ensure the optimal development of organic growth opportunities.

-   Ore Reserves - 83.8 million ounces of attributable Proved and Probable Ore Reserves based on AngloGold's and

-   Production - reinforces AngloGold's position as one of the world's largest gold producers with 2003 combined

-   US$980 million cash operating profit on a 2003 pro forma basis (as extracted without material adjustment from

10

11

12

For more information on the Lonmin Support Deed, see paragraph 11 of Part VII of this document.

(i)   by mutual written consent of AngloGold and Ashanti;

(ii)  by either AngloGold or Ashanti if any Governmental Authority has enacted, issued, promulgated, or entered

(iii) by either AngloGold or Ashanti if the Scheme has failed to receive the requisite vote of Ashanti Shareholders

at the Scheme Meeting;

(iv) by either AngloGold or Ashanti if the High Court determines not to issue the Court Order and issues an order

to this effect; or

(v) by AngloGold for any other reason.

For more information on the Government Support Deed, see paragraph 11 of Part VII of this document.

13

Under the Stability Agreement, the Government has agreed to:

-   extend the term of the mining lease relating to the Obuasi mine until 2054 on its existing terms;

-   maintain the royalties payable by Ashanti with respect to its mining operations in Ghana at a rate of 3 per cent

-   maintain the corporate tax rate for Ashanti and to fix it for each of its subsidiaries in Ghana at a rate of 30 per

cent for a period of 15 years;

-   confirm that the rights of the Government with respect to the Golden Share apply solely to Ashanti's assets and

operations in Ghana; and

-   

authorise Ashanti and any or all of its subsidiaries in Ghana to retain up to 80 per cent of their exportation proceeds in foreign currencies offshore, or if such foreign currency is held in Ghana to guarantee the availability of such foreign currency.

In consideration of the agreements and undertakings contained in the Stability Agreement, AngloGold will also:

-   

commit to the recapitalisation of the Existing Obuasi Mine as well as to undertake further exploration with regard to Obuasi Deeps. AngloGold Ashanti proposes to spend US$220 million on the Existing Obuasi Mine over the period 1 January 2004 to 31 December 2008. This amount of US$220 million includes the amount of US$110 million in real terms which AngloGold intends to spend over the next five years on underground equipment, infrastructure and environmental and planning systems for the Existing Obuasi Mine as referred to elsewhere in this document. With regard to Obuasi Deeps, by 31 December 2008, AngloGold Ashanti will conclude the required exploration programme and feasibility studies, at an estimated cost of US$44 million. Thereafter, if viable, development of Obuasi Deeps may proceed. Preliminary scoping studies indicate total capital expenditure for Obuasi Deeps in the amount of US$570 million in real terms over the expected life of mine;

-  

 for a period of two years, not implement any new retrenchment programme in Ghana (excluding individual dismissals made from time to time) and continue to apply Ashanti's existing and approved retrenchment programmes;

-   establish and/or maintain a community trust in Ghana to which AngloGold Ashanti will contribute a total amount

of 1 per cent of its profits generated in Ghana; and

-   implement programmes pertaining to training, malaria control and improvement of health, safety and working

conditions.

For more information on the Stability Agreement, see paragraph 11 of Part VII of this document.

14

15

16

4.30 p.m.

31 March 2004

4.30 p.m.

2 April 2004

3 p.m.

6 April 2004

3 p.m.

6 April 2004

Voting Record Time for Scheme Meeting

4.30 p.m.

6 April 2004

11 a.m.

7 April 2004

11.30 a.m.

7 April 2004

AngloGold General Meeting

8 April 2004

Election Return Time

4.30 p.m.

21 April 2004

Court Hearing to confirm the Scheme

11 a.m.

23 April 2004

Last day of dealings in Ashanti Shares

23 April 2004

Record Time

4.30 p.m.

23 April 2004

Effective Date of the Scheme and Merger

26 April 2004

Commencement of dealings in New AngloGold Ashanti Securities

27 April 2004

On or before

10 May 2004

17

18

"AA plc"

"Advance Meeting"

"ACSL"

Ashanti Capital (Second) Limited, a company incorporated in the Cayman Islands and a wholly-owned subsidiary of Ashanti with registered number 115822;

"ADI Form of Election"

"AngloGold"

"AngloGold ADSs"

"AngloGold ADS Depositary"

"AngloGold Ashanti"

AngloGold following the Merger;

"AngloGold Ashanti ADSs"

"AngloGold Ashanti CDIs"

"AngloGold Ashanti 

the AngloGold Ashanti information memorandum comprising summary listing

Information Memorandum"

"AngloGold Ashanti Securities"

"AngloGold Ashanti Shares"

"AngloGold Ashanti Zimbabwe

the trust pursuant to which New AngloGold Ashanti Shares and New

"AngloGold Ashanti Zimbabwe

the trust deed to be entered into, if approved by the Reserve Bank of

Share Trust Deed"

19

"AngloGold CDIs"

"AngloGold Depositary Interests" AngloGold ADSs, AngloGold CDIs, AngloGold international depositary

"AngloGold Group"

"AngloGold Model"

Project

Discount Rate (per cent)

Obuasi (cash flows from 2003 to 2009 inclusive)

5.75

Obuasi (cash flows from 2010 to 2018 inclusive)

7.75

Obuasi (cash flows from 2019 onwards)

9.75

Geita

5.50

Iduapriem/Teberebie

5.75

Bibiani

5.75

Siguiri

5.75

Freda-Rebecca

5.75

Other corporate cash flows

5.75

"AngloGold Securities"

"AngloGold Shares"

"Ashanti"

"Ashanti ADI Deed Poll"

"Ashanti ADI Depositary"

"Ashanti ADIs"

"AngloGold Ashanti GhDSs"

"AngloGold Ashanti

NTHC Limited (or such other person as may from time to time be appointed),

GhDS Depositary"

acting in its capacity as depositary for the AngloGold Ashanti GhDSs;

"Ashanti Board"

the board of directors of Ashanti;

20

"Ashanti Capital"

"Ashanti Depositary Securities"

"Ashanti Disclosure Schedule"

"Ashanti Employee Share

the 1994 AGC Employee Share Scheme, as amended from time to time;

Scheme"

"Ashanti GDSs"

"Ashanti GDS Deposit

the deposit agreement dated 14 March 1994 as amended and restated as of

Agreement"

"Ashanti GDS Depositary"

"Ashanti GDS Nominee"

"Ashanti Group"

"Ashanti Incentive Schemes"

"Ashanti Material Adverse Effect" 

any event, circumstance, change or effect (not already reflected in the AngloGold Model) that, individually or together with any other event, circumstance, change or effect, is or would reasonably likely be materially adverse to the business, financial condition, results of operations, assets or liabilities of Ashanti, the Ashanti Subsidiaries and Geita, taken as a whole, that results (after offsetting any positive event, circumstance, change or effect not already reflected in the AngloGold Model) in a decrease in the Net Present Value of US$75 million or more; provided, however, that, in determining whether or not an Ashanti Material Adverse Effect has occurred, changes in general world economic conditions, the price of gold, gold lease rates, US interest rates and currency exchange rates shall not be taken into account. For purposes of determining whether an Ashanti Material Adverse Effect has occurred, the decrease in the Net Present Value shall be calculated as the difference between: (i) the Net Present Value determined by using the AngloGold Model without making any changes in the data or assumptions contained therein, and (ii) the Net Present Value determined by using the AngloGold Model with no changes in the assumptions contained therein and with such adjustments to the cashflow and other data contained therein as may be necessary to reflect (a) the adverse events, circumstances, changes or effects that gave rise to the asserted Ashanti Material Adverse Effect (not already reflected in the AngloGold Model) and (b) the positive events, circumstances, changes or effects (not already reflected in the AngloGold Model) that shall have occurred after the date hereof identified by Ashanti and taken into account by AngloGold, acting reasonably, as contemplated by the Transaction Agreement;

21

"Ashanti Option Plan"

"Ashanti Options"

the employee stock options issued under the Ashanti Option Plan;

"Ashanti Principal Register"

"Ashanti Register"

"Ashanti's Registrars"

"Ashanti RCF"

"Ashanti Securities"

"Ashanti Securityholders"

"Ashanti Shareholders"

"Ashanti Shares"

the ordinary shares of no par value in the capital of Ashanti;

"Ashanti Subsidiary"

a subsidiary of Ashanti;

"Ashanti Warrant Deed Poll"

"Ashanti Warrantholders"

holders of Ashanti Warrants;

"Ashanti Warrants"

"Ashanti Warrants Limited"

"Ashanti ZDRs"

"Ashanti ZDR Depositary"

"ASX"

the Australian Stock Exchange Limited;

"Branch Register"

the AngloGold Ashanti register maintained in Ghana by NTHC Limited;

"business day"

"cedis"

the lawful currency of the Republic of Ghana;

"CIBC World Markets"

"Combined Group"

"Companies Code"

the Ghana Companies Code, 1963 (Act 179), as amended;

"Confirmation Date"

the date on which the Court Order is issued by the High Court;

22

"Court Hearing"

the hearing by the High Court of the application to confirm the Scheme;

"Court Hearing Date"

"Court Order"

"CREST"

"CRESTCo"

"CSDP"

Central Securities Depositary Participants;

"dollars", "cents", "US dollars"

the lawful currency of the United States of America;

and the signs "$" and "US$"

"Effective Date"

"Election Return Date"

"Election Return Time"

4.30 p.m. (GMT) on the Election Return Date;

"Euronext Brussels"

the Brussels Stock Exchange;

"Euronext Paris"

the Paris Stock Exchange;

"Exchange Act"

"Existing Obuasi Mine"

the existing mine at Obuasi above 50 level;

"Extraordinary General Meeting" 

the extraordinary general meeting of Ashanti convened for 11.30 a.m. on 7 April 2004 (or as soon thereafter as the Scheme Meeting shall have concluded or been adjourned) at Len Clay Stadium, Obuasi, Ghana, including any adjournment thereof;

"Fairness Reporter"

"Form of Election"

"Gazette"

the Government Gazette of the Republic of Ghana;

"GDS Form of Election"

"Geita"

"Ghana"

the Republic of Ghana;

"Ghanaian Registrar"

23

"GhDS Depositary Agreement"

Greenwich Mean Time;

"Golden Share"

the "Government"

the Government of the Republic of Ghana;

"Government Support Deed"

"Governmental Authority"

"GSE"

the Ghana Stock Exchange;

"High Court"

the High Court of the Republic of Ghana;

"International Register"

"International Registrar"

"JSE"

the JSE Securities Exchange South Africa;

"Listing Particulars"

"Lonmin"

"Lonmin Support Deed"

"LSE"

the London Stock Exchange plc;

"Meetings"

together, the Scheme Meeting and the Extraordinary General Meeting;

"MENs"

"MENs Deed Poll"

"MENs Subscription Agreement" either:

(a)  the Lonmin subscription agreement for MENs dated 28 June 2002, made

between Ashanti, ACSL and Lonmin; or

(b)  the Government subscription agreement for MENs dated 28 June 2002,

made between Ashanti, ACSL, Lonmin and the Government,

or as the context requires, both of them;

24

"Merger"

"Mineral Resources"

"Mining Law"

the Ghanaian Minerals and Mining Law 1986, as amended;

"MPRDA"

the South African Mineral and Petroleum Resources Development Act, 2002;

"Net Present Value"

"New AngloGold Ashanti ADSs"

"New AngloGold Ashanti

the New AngloGold Ashanti Shares and/or the New AngloGold Ashanti ADSs

Securities"

"New AngloGold Ashanti Shares" the new ordinary shares with a par value of ZAR 0.25 each in the capital of

"No-Action Letter"

"NYSE"

the New York Stock Exchange, Inc.;

"Obuasi Deeps"

"Official List"

the official list maintained by the UK Listing Authority;

"Ore Reserves" or "reserves"

"Parliament"

the Parliament of Ghana;

"Probable (indicated) reserves"

"Proved (measured) reserves"

"Randgold"

"RCF Banks"

the lenders from time to time pursuant to the Ashanti RCF;

25

"Record Time"

"Registrar of Companies"

"Registration Statement"

"Regulations"

"SA Common Monetary Area"

"Scheme"

"Scheme Meeting"

"SEC"

the US Securities and Exchange Commission;

"Securities Act"

"Share Exchange Ratio"

"Shareholder Form of Election"

"South Africa"

the Republic of South Africa;

"South African Companies Act"

the South African Companies Act 1973 (Act No 61 of 1973);

"South African Register"

"Special Resolution"

"Stability Agreement"

"STRATE"

26

"Tameng"

"Transaction Agreement"

"Transfer Agent"

"UBS Limited"

"UK Companies Act"

the UK Companies Act, 1985 (as amended);

"UK Listing Authority" or "UKLA" the UK Financial Services Authority acting in its capacity as the competent

"UK Listing Rules" or

the rules and regulations made by the UK Listing Authority under Part VI

"UKLA Listing Rules"

"United Kingdom" or "UK"

the United Kingdom of Great Britain and Northern Ireland;

"United States of America" or

the United States of America, its territories and possessions, any state of the

"United States" or "US"

"Voting Instruction Forms"

"Voting Record Time"

"ZAR"

South African rand, the official currency of the Republic of South Africa;

"ZDR Form of Election"

"Zimbabwean Registrar"

"ZSE"

the Zimbabwe Stock Exchange; and

"ZWD"

Zimbabwe Dollar, the official currency of the Republic of Zimbabwe.

References to time in this document are to Accra time (GMT), unless otherwise stated.

27

28

29

30

-   speculative positions taken by investors or traders in gold;

-   changes in the demand for gold use in jewellery, for industrial uses and for investment;

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

-   financial market expectations regarding the rate of inflation;

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

currencies;

-   changes in interest rates;

-   actual or expected gold sales by central banks;

-   gold sales by gold producers in forward transactions;

-   global or regional political or economic events; and

-   costs of gold production in major gold-producing nations, such as South Africa, the US and Australia.

1994

396

370

384

1995

396

372

384

1996

415

367

388

1997

367

283

331

1998

314

273

287

1999

340

252

278

2000

317

262

279

2001

298

253

271

2002

347

278

310

2003

417

320

364

31

- establish Ore Reserves through drilling and metallurgical and other testing techniques;

- determine metal content and metallurgical recovery processes to extract metal from the ore; and

- construct, renovate or expand mining and process facilities.

32

economic returns and evaluations of existing or potential liabilities associated with the property and its

operations. Other than historical operating results, all of these parameters may differ significantly from

AngloGold's estimates and assumptions. In addition, there is intense competition for attractive properties.

- future gold and other metal prices;

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

- anticipated recovery rates of gold and other metals from the ore;

- anticipated capital expenditure and cash operating costs; and

- the anticipated return on investment.

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

- the availability and cost of skilled labour, power, water and transportation facilities;

- the availability and cost of appropriate smelting and refining arrangements;

- the need to obtain necessary environmental and other governmental permits, and the timing of those

permits; and

- the availability of funds to finance construction and development activities.

33

- environmental hazards, including discharge of metals, pollutants or hazardous chemicals;

- industrial accidents;

- underground fires;

- labour disputes;

- unexpected geological formations;

- unanticipated ground and water conditions;

- fall of ground accidents;

- failure of mining pit slopes and tailings dam walls;

- legal and regulatory restrictions and changes to such restrictions;

- seismic activity; and

- other natural phenomena such as floods or inclement weather conditions.

34

35

36

37

-   expansion of opportunities for persons disadvantaged by unfair discrimination under the previous political

dispensation;

-   expansion of the skills base of such persons;

-   promotion of employment and advancement of the social and economic welfare of mining communities;

and

-   promotion of beneficiation, or the crushing and separation of ore into valuable substances or waste within

South Africa.

38

39

40

41

3 March 2004

Dear Ashanti Securityholder

Yours sincerely,

42

M. E. Beckett* (Chairman)

T. E. Anin*

M. Botsio-Phillips (General Counsel)

The Rt. Hon. The Baroness Chalker of Wallasey PC*

Dr C. A. Crocker*

T. R. Gibian*

G. E. Haslam*

S. E. Jonah (Chief Executive Officer)

Dr M. P. Martineau*

N. J. Morrell*

S. Venkatakrishnan (Chief Financial Officer)

*Non-Executive directors

Dear Ashanti Securityholder

43

Gold House

Patrice Lumumba Road

Roman Ridge

PO Box 2665

Accra, Ghana

E. Abankroh

3 March 2004

44

-   an enhanced production profile is expected from existing brownfields opportunities;

-   AngloGold's proven ability in the development of deep-level projects should maximise the opportunity for the

-   a dedicated project team will undertake a feasibility study regarding Obuasi Deeps with anticipated

45

-   AngloGold Ashanti intends to invest US$110 million in real terms over the next five years on underground

-   AngloGold Ashanti intends to accelerate its exploration programmes, particularly at Obuasi and at Siguiri;

-   AngloGold Ashanti will have land positions in some of the most prospective regions in the world; and

-   AngloGold's stronger balance sheet, combined with its proven capital raising capability will ensure the

funding of the above development projects at Obuasi and, in 2004, the carbon-in-pulp installation at Siguiri.

-   reduced financing costs - Ashanti's cost of funds is generally higher than that of AngloGold. Refinancing

-   reduced administrative and procurement costs - these savings are expected to result in savings of

-   consolidation of ownership of the Geita mine in Tanzania; and

-   breadth of technical capabilities to ensure the optimal development of organic growth opportunities -

-   Ore Reserves - 83.8 million ounces of attributable Proved and Probable Ore Reserves based on AngloGold's

-   Production - reinforces AngloGold's position as one of the world's largest gold producers with 2003

-   US$980 million cash operating profit on a 2003 pro forma basis (as extracted without material adjustment

-   Cash operating costs - total cash costs of US$230 per ounce on a 2003 pro forma basis (as extracted

46

-   Long-life assets - six operations in five countries with combined Ore Reserves of 41.2 million ounces have

current life of mine plans of 15 years or longer; and

-   Diversification - well diversified asset portfolio comprising a balance of open-pit and underground

-   Increased size - combined market capitalisation of approximately US$11.3 billion (based on the closing

-   Share trading liquidity - increased liquidity, particularly in North America, which represents some two-thirds

of AngloGold and Ashanti's combined share turnover.

47

-   the Mponeng deepening project (at a projected capital cost of ZAR1.3 billion, which is anticipated to yield

4.0 million ounces between 2004 and 2016);

-   the development of the Moab Khotsong mine (at a projected capital cost of ZAR4.2 billion) where initial

-   four projects at TauTona mine (at an aggregate projected capital cost of ZAR1.6 billion and which are

-   the Vaal River surface project, which at a projected capital cost of ZAR182 million is anticipated to yield

1.1 million ounces from 2004.

48

Liquidity and Going Concern. Your attention is drawn to paragraph 11 of this Part III.

49

"Liquidity and Going Concern

50

Yours sincerely,

51

in relation to a

between

and

Gold House, Patrice Lumumba Road, Roman Ridge

PO Box 2665, Accra, Ghana

3 March 2004

52

Each Ashanti Shareholder resident in Ghana will be entitled to receive, for each Ashanti Share held, either:

-   0.29 New AngloGold Ashanti Shares;

-   0.29 New AngloGold Ashanti ADSs; or

-   29 AngloGold Ashanti GhDSs, 100 of which will represent an ownership interest in one AngloGold Ashanti

Share.

-   0.29 New AngloGold Ashanti Shares; or

-   0.29 New AngloGold Ashanti ADSs.

-   0.29 New AngloGold Ashanti Shares; or

-   0.29 New AngloGold Ashanti ADSs.

Each holder of Ashanti GDSs will be entitled to receive, for each Ashanti GDS held, either:

-   0.29 New AngloGold Ashanti Shares; or

-   0.29 New AngloGold Ashanti ADSs.

-   0.29 New AngloGold Ashanti Shares; or

-   0.29 New AngloGold Ashanti ADSs.

Each holder of Ashanti ZDRs will be entitled to receive, for every 100 Ashanti ZDRs held, either:

-   0.29 New AngloGold Ashanti Shares; or

-   0.29 New AngloGold Ashanti ADSs.

53

54

55

56

57

58

59

60

61

62

Ashanti did not pay any dividends for the year ended 31 December 2003.

63

64

For more information on the Lonmin Support Deed, see paragraph 11 of Part VII of this document.

-   by mutual written consent of AngloGold and Ashanti;

-   by either AngloGold or Ashanti if any action by any Governmental Authority has the effect of making

consummation of the Scheme illegal or otherwise prevents or prohibits consummation of the Scheme;

-   by either AngloGold or Ashanti if the Scheme has failed to receive the requisite vote of the members

of Ashanti at the Scheme Meeting;

-   by either AngloGold or Ashanti if the High Court determines not to issue the Court Order and issues

an order to this effect; or

-   by AngloGold for any other reason.

For more information on the Government Support Deed, see paragraph 11 of Part VII of this document.

65

Under the Stability Agreement, the Government has agreed to:

-   extend the term of the mining lease relating to the Obuasi mine until 2054 on its existing terms;

-   maintain the royalties payable by Ashanti with respect to its mining operations in Ghana at a rate

-   maintain the corporate tax rate for Ashanti and to fix it for each of its subsidiaries in Ghana at a rate

of 30 per cent for a period of 15 years;

-   confirm that the rights of the Government with respect to the Golden Share apply solely to Ashanti's assets

and operations in Ghana; and

-   authorise Ashanti and any or all of its subsidiaries in Ghana to retain up to 80 per cent of their exportation

In consideration of the agreement and undertakings contained in the Stability Agreement, AngloGold will also:

-   commit to the recapitalisation of the Existing Obuasi Mine as well as to undertake further exploration with

-   for a period of two years, not implement any new retrenchment programme in Ghana (excluding individual

-   establish and/or maintain a community trust in Ghana to which AngloGold Ashanti will contribute a total

amount of 1 per cent of its profits generated in Ghana; and

-   implement programmes pertaining to training, malaria control and improvement of health, safety and

working conditions.

For more information on the terms of the Stability Agreement, see paragraph 11 of Part VII of this document.

66

Information on the board of directors of AngloGold Ashanti is set out in paragraph 7 of Part III of this document.

Under the terms of the Transaction Agreement:

(i)    if any executive director of Ashanti is given notice of termination of contract (other than for termination

(ii)   if, within three months after the Effective Date, any executive director of Ashanti is not offered a position as an

(iii)  the executive directors have no obligation to mitigate their losses; and

(iv) bonuses payable to the executive directors on completion of the Merger will be determined by the

67

68

- an individual who is a citizen or resident of the United States for US federal income tax purposes;

- a corporation (or certain other entities treated as corporations for US federal income tax purposes) created

in or organised under the laws of the United States or any state thereof;

US persons are authorised to control all substantial decisions of the trust.

69

70

71

- the market value of the Ashanti Shares or the Ashanti GDSs on the last business day preceding

1 October 2001;

- 20 per cent of the proceeds realised from the disposal of the Ashanti Shares or the Ashanti GDSs; or

- the time-apportionment base cost of the Ashanti Shares or the Ashanti GDSs.

72

73

74

75

76

77

The conditions that must be satisfied (or waived) for the Scheme to be implemented are set out below:

The Scheme is conditional upon:

78

Ashanti not having commenced a rights offering for Ashanti Shares or other securities of Ashanti;

the European Commission having either:

2.6.1 indicated that the Scheme and its implementation does not give rise to a concentration falling

2.6.2 taken a decision, without imposing any conditions or obligations that are not reasonably

2.6.3 referred the whole or part of the Scheme or its implementation to the competent authorities of one

(a) each such authority having granted a clearance without imposing any conditions or obligations

(b) the requirements of paragraph 2.6.2 above being satisfied with respect to any part not referred

to the competent authority of any member state of the European Union;

receipt of the following approvals of Governmental Authorities and third party consents:

2.8.1 receipt of all authorisations, orders, grants, consents, clearances, certificates, licences,

2.8.2 receipt of all authorisations, orders, grants, consents, clearances, certificates, licences,

79

(a) consent of the Minister of Natural Resources, Energy and the Environment, The Republic of

(b) consent of the Minister for Energy and Minerals, Tanzania, in respect of the implementation of

2.8.3  receipt of any required consents under AngloGold's US$600 million unsecured syndicated loan

2.8.4  receipt of comfort acceptable to AngloGold (acting reasonably) that an event of default will not

2.8.5  waiver by the Majority Lenders (as defined under the terms of Ashanti's US$200 million revolving

2.8.6  receipt of any approval of the South African Reserve Bank required to implement the Merger and

the funding requirements for purposes of the Transaction Agreement; and

2.8.7  subject to paragraph 2.2 above, any condition to the Scheme imposed by the High Court.

2.10  no Governmental Authority having taken, instituted, implemented or threatened any action, proceeding,

suit, investigation, enquiry, decision or order that could or might:

2.10.1  require the divestiture by any member of the AngloGold Group or any member of the Ashanti

2.10.2   require, prevent or delay the transfer of any Ashanti Shares to AngloGold in accordance with the

Transaction Agreement;

80

2.11 

except as set forth in the corresponding section of the Ashanti Disclosure Schedule (or other section
of the Ashanti Disclosure Schedule referring to Annex A of the Transaction Agreement) or as would not have an Ashanti Material Adverse Effect, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Ashanti Group is a party or by or under which any of its assets may be bound, entitled or subject, that as a result of the Merger could or might result in:

any monies borrowed by, or any other indebtedness or liability (actual or contingent) of, any member of the Ashanti Group, being repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date;

any such agreement, arrangement, licence, permit or other instrument being breached, terminated or adversely modified or affected, or any obligation or liability arising thereunder;

2.11.3 any assets or interests of any member of the Ashanti Group being or falling to be disposed

2.11.4 the creation or enforcement of any mortgage, charge or other security interest over the whole

2.11.5 the rights, liabilities, obligations or interest of any member of the Ashanti Group in, or the

2.11.6 the value of any member of the Ashanti Group or its financial or trading position or prospects

being prejudiced or adversely affected;

2.11.7 any member of the Ashanti Group ceasing to be able to carry on business under any name under

which it currently does so; or

2.11.8 the creation of any liability, actual or contingent, by any member of the Ashanti Group;

2.12 AngloGold not having discovered on or after the date of the Transaction Agreement (and, for purposes

2.12.1 any adverse financial, business or other information in relation to circumstances existing prior

2.12.2 that any member of the Ashanti Group is subject to any liability (contingent or otherwise) that has

2.12.3 that any financial, business or other information that has been disclosed in any document filed

81

that any member of the Ashanti Group has failed to comply with any and/or all applicable legislation or regulation, of any jurisdiction with regard to the disposal, spillage, release, discharge, leak or emission of any waste of hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters, or that there has otherwise been any such disposal, spillage, release, discharge, leak or emission by any such member (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, wherever the same may have taken place) any of which disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent) on the part of such member of the Ashanti Group and that would have an Ashanti Material Adverse Effect; or

that there is any liability (actual or contingent) of any member of the Ashanti Group to make good, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by such member of the Ashanti Group, under any environmental legislation, regulation, notice, circular or order of any government, governmental, quasi-governmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or any other person or body in any jurisdiction and that would have an Ashanti Material Adverse Effect;

since 31 December 2002 (and other than as disclosed in the accounts for the year then ended or in any document filed with the SEC to which access is publicly available or publicly announced through the Regulatory News Service of the LSE by Ashanti prior to the date of the Transaction Agreement) there not having been:

2.13.1  any Ashanti Material Adverse Effect;

any litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Ashanti Group is a party (whether as a plaintiff, defendant or otherwise) that, if adversely determined, would have an Ashanti Material Adverse Effect; or

any steps taken that are likely to result in the withdrawal, cancellation, termination or modification of any licence, lease, permit or other approval held by any member of the Ashanti Group that is necessary for the proper conduct of its businesses where such withdrawal, cancellation, termination or modification would have an Ashanti Material Adverse Effect;

2.14 

other than as disclosed in any document filed with the SEC to which access is publicly available or publicly announced through the Regulatory News Service of the LSE by Ashanti prior to the date of the Transaction Agreement, no member of the Ashanti Group having, since 31 December 2002:

issued, authorised or proposed the issue of additional shares of any class of its share capital, or securities convertible into shares of any class of its share capital, or rights, warrants or options to subscribe for, or acquire, any such shares of its share capital or securities convertible into any shares of its share capital (other than pursuant to the exercise of outstanding Ashanti Options or Ashanti Warrants) or purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any shares of any class of its share capital or other securities or reduced any part of its share capital;

recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise (other than between Ashanti and an Ashanti Subsidiary in the ordinary course of business consistent with past practice);

2.14.3  

authorised or proposed or announced its intention to propose any acquisition or disposition of assets or shares for consideration in excess of US$50 million in the aggregate;

issued, authorised or proposed the issue of any debentures or, other than in the ordinary course of business or pursuant to a transaction between Ashanti and a wholly-owned Ashanti Subsidiary, incurred or increased any indebtedness (excluding any increase in indebtedness following a drawdown under the existing US$200 million revolving credit facility for working capital purposes) or contingent liability other than contingent liabilities that would not have an Ashanti Material Adverse Effect;

82

2.14.10 entered into any contract, transaction or arrangement that would be restrictive on the business

2.14.11 waived or compromised any claim or settled any litigation if such waiver, compromise or

settlement would have an Ashanti Material Adverse Effect; or

2.14.12 except as permitted by the other subparagraphs of this paragraph 2.14 or in the ordinary course

2.15 the execution and delivery by the Government to AngloGold of the Government Support Deed; and

2.16 (i) the receipt of the approval of Parliament to the form of the Stability Agreement as it relates to

83

AngloGold reserves the right to waive all or any of the conditions in paragraph 2.

Ashanti reserves the right to waive all or any of the conditions in paragraph 3.

84

and

and

85

1.1 In this Scheme (as hereinafter defined), unless the context otherwise requires or otherwise expressly provided

hereafter, the following expressions shall bear the following meanings:

"AngloGold"

AngloGold Limited, a company incorporated with limited liability under the laws of the Republic of South Africa with registration number 1944/017354/06;

"AngloGold ADSs"

"AngloGold ADS Depositary"

"AngloGold GhDSs"

"AngloGold GhDS Depositary"

"AngloGold Shares"

"AngloGold Zimbabwe

the trust pursuant to which New AngloGold Shares and New AngloGold ADSs

Share Trust"

"AngloGold Ashanti Zimbabwe

the trust deed to be entered into, if approved by the Reserve Bank of

Share Trust Deed"

"Ashanti"

"Ashanti GDSs"

"Ashanti GDS Depositary"

"Ashanti GDS Nominee"

"Ashanti Principal Register"

"Ashanti Register"

"Ashanti's Registrars"

86

"Ashanti Shares"

the ordinary shares of no par value in the capital of Ashanti;

"Ashanti ZDRs"

"Ashanti ZDR Depositary"

"Ashanti Zimbabwe Register"

"Branch Register"

the AngloGold register to be maintained in Ghana by NTHC Limited;

"business day"

the hearing by the High Court of the application to confirm the Scheme;

"Companies Code"

the Ghana Companies Code 1963 (Act 179), as amended;

"Court Order"

"Effective Date"

"Election Return Date"

"Election Return Time"

4.30 p.m. (GMT) on the Election Return Date;

"Form of Election"

"Ghanaian Registrar"

"GMT"

Greenwich Mean Time;

the "Government"

the Government of the Republic of Ghana;

"Hearing Date"

"High Court"

the High Court of the Republic of Ghana;

"International Registrar"

"New AngloGold ADSs"

"New AngloGold Securities"

87

"New AngloGold Shares"

"NYSE"

the New York Stock Exchange, Inc.;

"Record Time"

"Scheme"

"Scheme Document"

"Scheme Meeting"

"Scheme Shares"

(a) the Ashanti Shares in issue at the date of this document (other than any

(b) any Ashanti Shares issued after the date of this document and prior to the

Voting Record Time;

(c) any Ashanti Shares issued at or after the Voting Record Time and prior to

"Share Exchange Ratio"

has the meaning given to such term in clause 2.1 of this Scheme;

"South African Register"

"STRATE"

"Transaction Agreement"

"Transfer Agent"

"Voting Record Time"

"ZAR"

South African rand, the official currency of the Republic of South Africa; and

"Zimbabwean Registrar"

88

1.2.1  references to paragraphs are to paragraphs of this Scheme;

1.2.2 references to a "person" include references to an individual, firm, partnership, company, 

corporation, unincorporated body of persons or any state or state agency;

1.2.3 references to a statute or a statutory provision include the same as subsequently modified,

amended or re-enacted from time to time;

1.2.4 the singular includes the plural and vice versa and words importing one gender shall include all

genders;

1.2.5 headings to paragraphs are for ease of reference only and shall not affect the interpretation of the

Scheme; and

1.2.6 the words "hereof", "herein" and "hereunder" and words of similar import, when used in the

Scheme, refer to the Scheme as a whole and not to any particular provision of the Scheme.

1.5.1 The Court Hearing will be held after the conditions to the implementation of the Scheme set out in

1.5.2  If any of the conditions set out in paragraphs 1.1, 1.3, 2.1, 2.6, 2.7, 2.8 and 2.16 of Part V of the

1.5.3  AngloGold has agreed that the conditions to the implementation of the Scheme set out in

1.5.4  Ashanti has agreed that the conditions to the implementation of the Scheme set out in

89

1.5.5  If any of the conditions to the implementation of the Scheme set out in Part V of the Scheme

1.5.6  AngloGold has agreed to appear by counsel at the Court Hearing and has agreed (i) to be bound

1.1.1  the Scheme Shares shall be transferred to AngloGold or its nominees and to give effect to such

1.1.2  with effect from the Effective Date and pending such registration and the name(s) of AngloGold

90

2.7.1 each holder of a Scheme Share on the Ashanti Register at the Record Time resident in Ghana

(a) the number of AngloGold GhDSs equal to the product of such fractional interest multiplied

by 100; or

(b) cash, without interest, as described in clause 2.7.2,

91

2.7.2 each holder of a Scheme Share on the Ashanti Register at the Record Time resident outside

4.2.1 for holders of Scheme Shares on the Ashanti Register at the Record Time resident in Ghana,

in the Branch Register; or

4.2.2 in any other case, in the South African Register,

as the holder of the New AngloGold Shares allotted to that holder of Scheme Shares.

Settlement of the consideration shall be effected as follows:

4.3.1  subject to clause 4.3.2, the New AngloGold Securities to which any holder of Scheme Shares

4.3.2  if a holder of Scheme Shares resident in South Africa so elects, the New AngloGold Shares

92

4.3.3  settlement of any cash consideration to which a holder of Scheme Shares is entitled shall be

4.3.4  whether a holder of Scheme Shares holds such Scheme Shares in uncertificated form

4.4.1 determine that no New AngloGold Securities shall be allotted and issued to such holder under this

4.4.2  determine that such New AngloGold Securities shall be sold, in which event the New AngloGold

93

4.4.3 in the case of holders of Scheme Shares on the Ashanti Zimbabwe Register, determine that such

3 March 2004

94

95

Michael Ernest Beckett

Chairman

Theophilus Ernest Anin

Non-executive Director

Merene Botsio-Phillips

General Counsel

The Rt Hon The Baroness Chalker of Wallasey PC

Non-executive Director

Dr Chester Arthur Crocker

Non-executive Director

Thomas Richard Gibian

Non-executive Director

Gordon Edward Haslam

Non-executive Director

Sam Esson Jonah

Chief Executive Officer

Dr Michael Peter Martineau

Non-executive Director

Nicholas Jeremy Morrell

Non-executive Director

Srinivasan Venkatakrishnan (Venkat)

Chief Financial Officer

The directors of AngloGold and their respective functions are as follows:

Russell P Edey

Non-executive Director and Chairman

Robert (Bobby) M Godsell

Director and Chief Executive Officer

Jonathan G Best

Executive Director, Finance

David (Dave) L Hodgson

Executive Director and Chief Operating Officer

Kelvin H Williams

Executive Director, Marketing

Dr Thokoana J (James) Motlatsi

Non-executive Director and Deputy Chairman

Frank B Arisman

Non-executive Director

Elisabeth le R Bradley

Non-executive Director

Colin B Brayshaw

Non-executive Director

Anthony (Tony) W Lea

Non-executive Director

William (Bill) A Nairn

Non-executive Director

96

Julian Ogilvie Thompson

Non-executive Director

Nicholas F Oppenheimer

Non-executive Director

Anthony (Tony) J Trahar

Non-executive Director

David D Barber

Alternate Director

Arthur H (Harry) Calver

Alternate Director

Peter G Whitcutt

Alternate Director

As at 27 February 2004 (the latest practicable date prior to the publication of this document):

(a) the interests of the directors of Ashanti (and interests of persons connected with them within the meaning

Michael Beckett

1,873

0

0

Theophilus Anin

53

0

0

Merene Botsio-Phillips

2,350

0

67,426

Rt Hon The Baroness Chalker of Wallasey PC

0

0

0

Chester Crocker

0

0

0

Thomas Gibian

20,000

0

0

Gordon Edward Haslam

0

0

0

Sam Jonah

64,190

0

404,404

Michael Martineau

0

0

0

Nicholas Morrell

0

0

0

S Venkatakrishnan

2,250

0

197,775

(b) the following directors of Ashanti had the following options outstanding under the Ashanti Option Plan:

Merene Botsio-Phillips

13,500

3 May 2001

US$2.29

3 May 2004

2 May 2011

18,760

3 May 2001

US$2.29

3 May 2004

2 May 2011

14,130

22 Aug 2002

US$4.88

22 Aug 2005    21 Aug 2012

Sam Esson Jonah

87,000

3 May 2001

US$2.29

3 May 2004

2 May 2011

173,664

3 May 2001

US$2.29

3 May 2004

2 May 2011

79,700

22 Aug 2002

US$4.88

22 Aug 2005    21 Aug 2012

50,000

28 Aug 2000

US$2.55

28 Aug 2003    27 Aug 2010

52,828

3 May 2001

US$2.29

3 May 2004

2 May 2011

37,300

22 Aug 2002

US$4.88

22 Aug 2005    21 Aug 2012

97

(c) the following directors of Ashanti had the following shares outstanding under the Ashanti Employee Share

Scheme:

Merene Botsio-Phillips

12,000

3 May 2001

3 May 2001

2 May 2004

9,036

22 Aug 2002

22 Aug 2002

21 Aug 2005

Sam Esson Jonah

64,040

22 Aug 2002

22 Aug 2002

21 Aug 2005

Srinivasan Venkatakrishnan

33,792

3 May 2001

3 May 2001

2 May 2004

23,855

22 Aug 2002

22 Aug 2002

21 Aug 2005

(d) Lonmin and the Government, who have agreed to vote in favour of the Scheme under the respective terms

Lonmin

36,000,000

Government

21,978,104

98

99

(Income surplus may be the result of accumulated profits of the business of present or past years or may be the result of realised capital gain). In addition, no dividend shall exceed the amount recommended by the Ashanti Board.

100

101

AngloGold Ashanti's articles of association provide that a quorum for a general meeting consists of three shareholders entitled to vote, personally present, or if the shareholder is a body corporate, represented. The South African Companies Act provides that, if a meeting convened upon requisition by a company's shareholders is not quorate, such meeting is dissolved. In any other case where a meeting is not quorate it shall stand adjourned to the same day in the next week, or to the next business day after such day or otherwise as the chairman may direct.

- 100 shareholders of the company; or

- shareholders holding not less than 5 per cent of the

company's issued share capital,

102

- sanctioning or declaring a dividend;

- considering the annual financial statements;

- the election of directors;

- the appointment of independent external auditors;

- the placing under control of the directors, as a general

authority, of the unissued securities;

- the authorising of the directors to issue the unissued

securities for cash;

- such other business which might through usual

103

Under the South African Companies Act, every shareholder of a company at the shareholder's request and on payment of the prescribed fee shall be entitled to a copy of the company's memorandum and articles of association, including any alteration to them.

Under the South African Companies Act, each shareholder is entitled to receive a copy of the company's last annual financial statements, the provisional annual financial statements and the last interim report within seven days of a request being made.

104

(a) such person may commence a proceeding in such

(b) any shareholder of the class represented may at any

(c) any judgement given shall bind and inure to the

(d) no proceedings shall be dismissed without leave of

the court.

105

(a) directing or prohibiting any act or cancelling or varying

any transaction or resolution;

(b) regulating the affairs of the company in the future; or

(c) providing for the purchase of shares of any

106

107

- The voting of the Ashanti GDS Depositary is subject to any applicable provision of Ghanaian law, of the

- Both the AngloGold ADS Depositary and the Ashanti GDS Depositary will only vote or attempt to vote as

- US securities laws may restrict the sale, deposit, cancellation and transfer of depositary shares after

108

109

110

111

112

Changes the nominal or par value of the AngloGold Ashanti Shares; or reclassifies, splits up or consolidates any of the deposited securities; or is affected by a recapitalisation, reorganisation, merger or consolidation or sale of assets.

113

- 

NTHC Limited will be subject to liability under the GhDS Depositary Agreement only where it has performed
its obligations specifically set forth in the GhDS Depositary Agreement negligently or in bad faith.

- 

NTHC Limited will not be liable to anyone for any payment made, permitted or suffered by NTHC Limited toany duly empowered fiscal authority of Ghana or elsewhere for taxes or other charges in any way arising out of or relating to any transaction under the GhDS Depositary Agreement, except if such payment is made, permitted or suffered due to negligence or bad faith on the part of NTHC Limited.

- 

NTHC Limited may act and will not be liable for anything done or omitted or suffered by it upon the adviceand statements of or information obtained from AngloGold Ashanti's lawyers, bankers, accountants, brokers or other persons believed by NTHC Limited in good faith to be experts in relation to the matters upon which they are consulted, and where such experts are consulted with the prior knowledge of, and such advice is made available (at the time it is received) to, AngloGold Ashanti.

- 

AngloGold Ashanti will be subject to liability under the GhDS Depositary Agreement only where it has performed its obligations specifically set forth in the GhDS Depositary Agreement negligently or in bad faith.

- 

Neither AngloGold Ashanti, NTHC Limited, nor the GhDS Custodian will be obligated to become involved in a lawsuit or other proceeding related to any deposited securities or in respect of the certificates of the AngloGold Ashanti GhDSs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability will be furnished as often as may be required, and the GhDS Custodian will not be under any obligation whatsoever with respect to such proceedings, the responsibility of the GhDS Custodian being solely to NTHC Limited.

- 

NTHC Limited will not be liable for any error of judgment made in good faith in accordance with any requestor advice of AngloGold Ashanti or in accordance with any validly given direction of the holders of AngloGold Ashanti GhDSs.

- 

Whenever any certificate, notice, instruction or other communication is to be given by AngloGold Ashanti toNTHC Limited, NTHC Limited may accept as sufficient evidence thereof a document signed or purporting to be signed on behalf of AngloGold Ashanti by any two persons whose signature NTHC Limited is, for the time being, authorised by AngloGold Ashanti to accept.

- 

NTHC Limited will not be responsible for any misconduct, mistake, oversight, error of judgment,forgetfulness or want of prudence on the part of AngloGold Ashanti or any legal practitioner, banker, liquidator, or trustee, lawyer, agent or other person acting under the GhDS Depositary Agreement as agent or advisor of AngloGold Ashanti or NTHC Limited.

- 

NTHC Limited will be under no obligation to exercise any of its powers vested in it in terms of the GhDSDepositary Agreement at the request or direction of a holder of AngloGold Ashanti GhDSs, unless such holder has offered to NTHC Limited an acceptable indemnity against the costs, expenses and liabilities, which may be incurred thereby.

- 

Neither NTHC Limited nor AngloGold Ashanti will incur liability in respect of any action taken or thingsuffered by them in reliance upon any notice, resolution, direction, consent, certificate, affidavit, statement, certificate of stock, plan of reorganisation or other paper or document believed to be genuine and to have been passed, sealed or signed by the proper parties, including themselves or their officers.

- 

Neither NTHC Limited nor AngloGold Ashanti will incur liability for doing, or failing to do, any act or thingwhich by reason of any provision of any present or future law or regulation, or of any decree, order or judgment of any court, or by reason of any direction, request, announcement or similar action (whether of binding legal effect or not) which may be taken or made by any person or body acting with, or purporting to exercise the authority of any government, whether legally or otherwise.

- 

If for any reason it becomes impossible to carry out the provisions of the GhDS Depositary Agreement,AngloGold Ashanti will not be under any liability therefore or thereby, and will not incur any liability by reason of any error of law or any matter or thing done or suffered or omitted to be done by it or them in good faith under the GhDS Depositary Agreement.

- 

AngloGold Ashanti will not be under any liability, except such liability as may be expressly assumed by itunder the GhDS Depositary Agreement, nor will it, save as provided in the GhDS Depositary Agreement, be liable for any act or omission of NTHC Limited.

- payment of stock transfer or other taxes or other governmental charges and transfer or registration fees

charged by third parties for the transfer of any AngloGold Ashanti Shares;

- production of satisfactory proof of the identity and genuineness of any signature or other information it

deems necessary; and

- compliance with regulations it may establish, from time to time, consistent with the agreement, including

presentation of transfer documents.

NTHC Limited may pre-release AngloGold Ashanti GhDSs only under the following conditions:

- before or at the time of the pre-release, the person to whom the pre-release is being made must represent

- the pre-release must be fully collateralised with cash or other collateral that NTHC Limited considers

appropriate.

(a) AngloGold agreed to appear by Counsel at the Court Hearing and to comply with all reasonable

114

115

(b) each of Ashanti and AngloGold agreed to co-operate and consult with each other in the preparation and

(c)  subject to their respective directors' fiduciary duties and to the provisions of the Transaction Agreement

(d)  until the Effective Date, Ashanti has agreed not to directly or indirectly without the prior written consent of

AngloGold:

(i)   issue any authorised but unissued shares of any class of its share capital other than pursuant to the

(ii)   issue or grant options in respect of any unissued shares of any class of its share capital;

(iii)  create or issue, or permit the creation or issue of, any securities carrying rights of conversion into or

subscription for shares of any class of its share capital;

(iv)  sell, dispose of or acquire or agree to sell, dispose of or acquire any assets for consideration in excess

of US$50 million in the aggregate;

(v)  enter into any contracts otherwise than in the ordinary course; or

(vi) enter into any hedging transaction or restructuring of any hedging transaction (other than for working

(e)  Ashanti has agreed not to solicit any alternate acquisition proposals but is not prevented from receiving

(f)  the entitlements of Ashanti directors and employees are as follows:

(i)  if any director or employee of Ashanti is given notice of termination of contract between the Effective

(ii)  if, within three months after the Effective Date, any executive director is not offered a position as an

(iii)  the directors and employees have no obligation to mitigate their losses; and

(iv)  prior to completion of the Merger, bonuses payable to the executive directors will be determined by the

(g) except as provided below, the Ashanti Board may not withdraw, or propose to withdraw, its

116

(h)  in addition, if the Ashanti Board determines, in its good faith judgement after having received advice of

(i)   should the Ashanti Board receive a superior proposal and withdraw its recommendation and either

(j)   if AngloGold wrongfully terminates the Transaction Agreement in breach of its obligations to complete the

(k)  the Transaction Agreement may be terminated and the Scheme and other transactions contemplated by

(i)

(ii)

(iii)

(iv)

(v)

(vi)

(vii)   by AngloGold if AngloGold determines that any condition to its obligations to consummate the

117

(viii) by AngloGold on the Confirmation Date, prior to 10:00 a.m. (GMT), or on the previous day if there

(ix)

(a) Lonmin Support Deed

118

(i) pursuant to sections 9.01(a)(i) or (iii) of the Transaction Agreement (described in Part VII,

paragraphs 10(k)(i) or (iii) of this document);

(ii) by AngloGold pursuant to sections 9.01(a)(ii), (iv) or (v) of the Transaction Agreement (described in

Part VII, paragraphs 10(k)(ii), (iv) or (v) of this document); or

(iii) pursuant to sections 9.01(a)(vi)(B), (vii) or (viii) of the Transaction Agreement (described in Part VII,

paragraphs 10(k)(vi)(B), (vii) or (viii) of this document).

119

(b) Government Support Deed

120

(i)  by mutual written consent of AngloGold and Ashanti;

(ii) by either AngloGold or Ashanti if any Governmental Authority has enacted, issued, promulgated, or

(iii) by either AngloGold or Ashanti if the Scheme has failed to receive the requisite vote of the members

of Ashanti at the Scheme Meeting;

(iv) by either AngloGold or Ashanti if the High Court determines not to issue the Court Order and issues

an order to this effect; or

(v)  by AngloGold for any other reason.

(c) The Stability Agreement

121

122

(a) On 31 December 2003, Geita Gold Mining Limited made a distribution of US$30 million in partial

(b) On 3 February 2004, SMI Holdings Limited, a subsidiary of AngloGold, agreed to provide an unsecured

123

(a) this document, the Listing Particulars and the AngloGold Ashanti Information Memorandum;

(b) the Ashanti Regulations;

(c) the proposed new Ashanti Regulations;

(d) the Memorandum and Articles of Association that will apply to AngloGold Ashanti;

(e) the Ashanti GDS Deposit Agreement;

(f) the Ashanti ZDR depositary agreement dated 16 April 1997 (as amended);

(g) the AngloGold Ashanti GhDS depositary agreement;

(h) the AngloGold ADS depositary agreement;

(i) the Transaction Agreement;

(j) the Lonmin Support Deed and the related registration rights agreement;

(k) the Government Support Deed;

(l) the Stability Agreement;

(m) the Ashanti Warrant Deed Poll;

(n) the Ashanti Option Plan and the Ashanti Incentive Schemes;

(o) the service agreements and letters of appointment of directors;

(p) the financing agreements entered into with AngloGold referred to in paragraph 12 above, being a debt

assignment agreement entered into between Ashanti Capital Limited, Ashanti Finance (Cayman) Limited

124

(q) the written opinions of CIBC World Markets as to the fairness of the Share Exchange Ratio as of 4 August

2003 and 14 October 2003;

(r)  the consents referred to in paragraph 14 above; and

(s)  the undertaking from Anglo American plc to vote its shares in favour of the special resolution to change

AngloGold's name to AngloGold Ashanti Limited.

125

The said scheme of arrangement will be subject to the subsequent confirmation of the High Court.

Dated the 3rd day of March 2004.

Solicitors for the above-named Company

126

THAT:

1(A) the Regulations of Ashanti be and are hereby amended by the adoption and inclusion of the following new

Regulation 14:

(A) For the purposes of these Regulations, references to the "Scheme" are to the scheme of arrangement

(B) Notwithstanding any other provision of these Regulations, if Ashanti issues any Ashanti Shares (other

(C) If any shares in Ashanti, other than Scheme Shares, are allotted or issued to any person (a "new

(D) To give effect to any such transfer required by this Regulation 14, Ashanti may appoint any person to

(E) If the Scheme shall not become effective by the date referred to in clause 6 of the Scheme, this

Regulation 14 shall be of no effect."

127

(B)

2.

Dated 3 March 2004

By Order of the Board

128

3 March 2004

Dear Sirs

Yours faithfully

 

I/We, (Note 1) _____________________________________ of _______________________________ being the holder(s)

(Signature)______________________________________

(Signature)______________________________________

Dated______________________________________2004

Scheme Meeting on your behalf

.

1.

Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

2.

3.

4.

5.

6.

Any alterations made to this form of proxy should be initialled by the person who signs it.

7.

8.

I/We, (Note 1)

__________________________________

of

____________________________

being the holder(s)

of Ashanti Shares, hereby appoint the Chairman of the meeting (Note 2)

______________________________

as my/our proxy

Dated___________________________________________

Signature________________________________________

(Note 4)

behalf

.

1.

Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

2.

3.

4.

5.

In order to be valid, this form of proxy and the power of attorney or other authority (if any) under which it is signed, or a copy of such authority certified notarially or in some other way approved by the directors of Ashanti must be duly executed and deposited at the offices of the Ghanaian Registrar (NTHC Limited) at Martco House, off Kwame Nkrumah Avenue, PO Box K1A 9563 Airport, Accra, Ghana, or at the UK transfer agent of the International Registrars (Capita IRG Plc) at Capita Registrars (Proxies), The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or at the offices of the Zimbabwe Registrars (Syfrets Corporate and Merchant Bank) at 5th floor, Zimbank House, 46 Speke Avenue, PO Box 2540, Harare, Zimbabwe not later than 3 p.m. (GMT) on 6 April 2004. FAILURE TO DEPOSIT THE FORM OF PROXY AS REQUIRED WILL RESULT IN YOUR PROXY APPOINTMENT BEING INVALID.

6.

Any alterations made to this form of proxy should be initialled by the person who signs it.

7.

8.

9.

and

-    Please read pages 3, 4 and 7 of this Form of Election where detailed instructions on how to complete this Form of

Election are set out, and then complete and sign this Form of Election where indicated on pages 5 and 6.

-    Please return this entire Form of Election, duly completed and signed, by post to Computershare Limited at Ground Floor,

-    in Ghana: NTHC Limited at Martco House, off Kwame Nkrumah Avenue, PO Box K1A 9563, Airport, Accra,

Telephone: +233 21 238492-3, Fax: + 233 021 229975;

-    in the U.S.: Computershare Investor Services LLC at 2 North LaSalle Street, Chicago, Illinois 60602, (PO Box A3504,

IL 60690-3504), United States, Telephone: +1 312 588 4990, Fax: +1 312 601 4332;

-    in Australia: Computershare Investor Services Pty Limited at Level 2, 45 St George's Terrace, Perth, WA 6000,

-    in the UK: Computershare Investor Services PLC at PO Box 859, The Pavilions, Bridgwater Road, Bristol BS99 1XZ,

England, Telephone: +44 870 702 0001, Fax: +44 870 703 6119; and

-    in Zimbabwe: the Zimbabwean Registrar at 5th floor, Zimbank House, 46 Speke Avenue, PO Box 2540, Harare,

Zimbabwe,

-    In making your election, you are advised to seek your own legal advice to ensure that you understand and are in

compliance with all applicable laws.

-    If you have any questions as to how to complete this Form of Election, please telephone Merban Stockbrokers Limited

-    Please ensure that the particulars inserted in Box 1 of this Form of Election are consistent with those registered for your

-    For the purposes of this Form of Election, your Relevant Registrar is:

-    if you are resident in Ghana or are entered on the principal register of Ashanti, NTHC Limited at Martco House, off

Kwame Nkrumah Avenue, PO Box K1A 9563, Airport, Accra, Telephone : +233 21 238492-3, Fax: + 233 021 229975;

-    if you are resident in Zimbabwe, Syfrets Corporate and Merchant Bank at 5th floor, Zimbank House, 46 Speke Avenue,

-    if you are resident in any other jurisdiction: Capita IRG Plc at Bourne House, 34 Beckenham Road, Beckenham,

Kent BR3 4TU, United Kingdom Telephone: 0870 162 3100 (UK) or +44 20 8639 2157 (outside UK).

-    Ashanti Shareholders on the Zimbabwe branch register are advised that consistent with Zimbabwe exchange control

-    If the Reserve Bank of Zimbabwe approves the AngloGold Ashanti Zimbabwe Share Trust prior to the Effective Date, a

You should insert (in BLOCK CAPITALS) in Box

the full name(s) of the registered holder(s), the registered address

or

(as appropriate) depending upon whether you wish to elect to receive certificated

New AngloGold Ashanti Shares or New AngloGold Ashanti ADSs in the form of physical certificates.

Box

, you will receive 0.29 certificated New AngloGold Ashanti Shares for each Ashanti Share you hold.

-

Box

, you will receive 0.29 New AngloGold Ashanti ADSs in the form of physical certificates for each Ashanti

Share you hold.

or

), you will receive AngloGold Ashanti GhDSs in respect of all of your Ashanti Shares on the basis

of 29 AngloGold Ashanti GhDSs for each Ashanti Share you hold.

or

you may be entitled to a fractional interest and you should place a tick in either

Box

or

(as appropriate) depending upon whether you wish to receive cash or AngloGold Ashanti GhDSs in lieu

of such fractional interest.

Box

, you will receive cash in respect of any fractional interests in New AngloGold Ashanti Shares or

New AngloGold Ashanti ADSs to which you may be entitled, on the basis described in the Scheme Document.

-

Box

, you will receive AngloGold Ashanti GhDSs in respect of any fractional interests in New AngloGold Ashanti

Shares or New AngloGold Ashanti ADSs to which you may be entitled.

If you have ticked either Box

or

but your Form of Election does not include a tick in either Box

or

you

Place a tick in either Box

or

(as appropriate) depending upon whether you wish to elect to receive certificated

New AngloGold Ashanti Shares or New AngloGold Ashanti ADSs in book-entry form.

Box

, you will receive 0.29 certificated New AngloGold Ashanti Shares for every Ashanti Share you hold.

-

Box

, you will receive 0.29 New AngloGold Ashanti ADSs in book-entry form for every Ashanti Share you hold.

), you will receive New AngloGold Ashanti ADSs in the form of physical certificates in respect of all of your Ashanti

Shares.

If you elect to receive New AngloGold Ashanti ADSs in book-entry form by placing a tick in Box

, you will need to

complete Box

so that we may credit the New AngloGold Ashanti ADSs to which you are entitled to your account. If

you place a tick in Box

but do not complete Box

you will receive New AngloGold Ashanti ADSs in the form of

physical certificates.

Place a tick in either Box

or

(as appropriate) depending upon whether you wish to elect to receive

New AngloGold Ashanti ADSs in the form of physical certificates or uncertificated New AngloGold Ashanti Shares.

Box

, you will receive 0.29 New AngloGold Ashanti ADSs in the form of physical certificates for every Ashanti

Share you hold.

-

Box

, you will receive 0.29 uncertificated New AngloGold Ashanti Shares for every Ashanti Share you hold.

or

), you will receive certificated New AngloGold Ashanti Shares in respect of all of your Ashanti Shares.

If you elect to receive uncertificated New AngloGold Ashanti Shares by placing a tick in Box

you will need to

complete Box

so that we may credit the uncertificated New AngloGold Ashanti Shares to which you are entitled to

your account. If you place a tick in Box

but do not complete Box

you will receive certificated New AngloGold

Ashanti Shares.

Place a tick in Box

if you wish to elect to receive New AngloGold Ashanti ADSs in the form of physical certificates.

If you place a tick in Box

, you will receive 0.29 New AngloGold Ashanti ADSs in the form of physical certificates for

every Ashanti Share you hold.

If your Form of Election is not received by 4.30 p.m. (GMT) on 21 April 2004 (or does not include a tick in Box

), you

will receive certificated New AngloGold Ashanti Shares in respect of all of your Ashanti Shares.

You must sign and date this Form of Election in Box

. In the case of joint holders, ALL joint holders must sign. In the

(e.g. your stockbroker or bank manager), you should complete

(in BLOCK CAPITALS) Box

.

1 Name(s) and address(es) of registered holder(s):

Number of Ashanti Shares held:

(Election for certificated New AngloGold Ashanti Shares)

(Election for New AngloGold Ashanti ADSs in the form of physical certificates)

(Election for cash)

(Election for AngloGold Ashanti GhDSs)

(Election for certificated New AngloGold Ashanti Shares)

(Election for New AngloGold Ashanti ADSs in book-entry form)

DTC Account Holder Name in full:

DTC Account Number:

Address:

Reference or Contact Name:

Telephone Number (if known):

(Election for New AngloGold Ashanti ADSs in the form of physical certificates)

(Election for uncertificated New AngloGold Ashanti Shares)

CSDP Stock Account Holder Name in full:

CSDP Stock Account Number:

Address:

Reference or Contact Name:

Telephone Number (if known):

(Election for New AngloGold Ashanti ADSs in the form of physical certificates)

1.

Date

2.

Date

3.

Date

4.

Date

Name:

Address:

Post Code

Please see the instructions on page 1 of this Form of Election.