Edgar Filing: ANGLOGOLD ASHANTI LTD

Page 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

Report on Form 6-K dated March 31, 2011

Commission File Number 1-14846

AngloGold Ashanti Limited

(Name of registrant)

76 Jeppe Street

Newtown, 2001

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

South Africa

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form
20-F or Form 40-F.

Form 20-F X Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):

Yes

No X

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):

Yes

No X

Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.

Yes

No X

Enclosure: Press release

ANGLOGOLD ASHANTI NOTICE OF ANNUAL GENERAL
MEETING 2010

Notice of Annual

General Meeting 2010

pure

gold

(Incorporated in the Republic of South Africa)

Registration number 1944/017354/06

ISIN: ZAE000043485 • JSE Share code: ANG

(“AngloGold Ashanti” or “the company”)

AngloGold Ashanti Notice of Meeting 2010

This document is important and requires your

immediate attention

If you are in any doubt about what action you should take,

consult your broker, Central Securities Depositary Participant

(CSDP), banker, financial adviser, accountant or other

professional adviser immediately.

If you have disposed of all your shares in AngloGold Ashanti,

please forward this document together with the enclosed form

of proxy to the purchaser of such shares or the broker, banker

or other agent through whom you disposed of such shares.

Registered and corporate office

76 Jeppe Street, Newtown, Johannesburg, 2001 (PO Box

62117 Marshalltown, 2107), South Africa.

Included in this document are the following:

•

The notice of annual general meeting setting out the

resolutions to be proposed at the meeting, together with

explanatory notes. There are also guidance notes if you wish

to attend the meeting (for which purpose an AGM location

map is included) or to vote by proxy.

•

A proxy form for completion, signature and submission to

the share registrars by shareholders holding AngloGold

Ashanti ordinary shares in certificated form or recorded in

sub-registered electronic form in “own name”.

•

A CDI voting instruction form for completion, signature and

submission by Australian holders of Chess Depositary

Interests (CDIs).

Dematerialised shareholders

Shareholders on the South African register who have

dematerialised through Strate their ordinary shares, other than

those whose shareholding is recorded in their “own name” in

the sub-register maintained by their CSDP and who wish to

attend the meeting in person, will need to request their CSDP

or broker to provide them with the necessary authority in terms

of the custody agreement entered into between such

dematerialised shareholders and their CSDP or broker.

Notice of annual general meeting

Notice is hereby given that the 67th annual general meeting of

shareholders of AngloGold Ashanti will be held in The

Auditorium, AngloGold Ashanti Limited, 76 Jeppe Street,

Newtown, Johannesburg, South Africa, on Wednesday,

11 May 2011, at 11:00 (South African time), to consider and,

if deemed fit, pass, with or without modification, the following

ordinary and special resolutions.

Ordinary business

1. Ordinary resolution number 1

Adoption of financial statements

“Resolved as an ordinary resolution that the consolidated

audited annual financial statements of the company and its

subsidiaries, together with the auditors’ and directors’ reports

for the year ended 31 December 2010, be and are hereby

received and adopted.”

The reason for proposing ordinary resolution number 1 is to

receive and adopt the consolidated annual financial

statements of the company and its subsidiaries for the financial

year ended 31 December 2010 as contained in the annual

financial statements 2010.

2. Ordinary resolution number 2

Re-appointment of Ernst & Young Inc. as auditors of
the company

“Resolved as an ordinary resolution that Ernst & Young Inc. be

and are hereby appointed as the auditors of the company from

the conclusion of the annual general meeting at which this

resolution is passed until the conclusion of the next annual

general meeting of the company.”

The reason for proposing ordinary resolution number 2 is to re-

appoint Ernst & Young Inc., which retires as independent

auditor of the company at the conclusion of this annual general

meeting, as the independent auditor of the company, until the

next annual general meeting of the company.

3. Ordinary resolution number 3

Election of Mr TT Mboweni as a director
and chairman

“Resolved as an ordinary resolution that Mr TT Mboweni, who

retires in terms of the articles of association of the company

and is eligible and available for election, be and is hereby

elected as a director and as chairman of the company.”

The reason for proposing ordinary resolution number 3 is that

Mr Mboweni, having been appointed by the board as a

director and chairman of the company since the previous

annual general meeting, holds office only until this annual

general meeting.

Tito Mboweni, BA, MA (Development Economics), was

appointed to the board and as chairman of the company on

Notice of annual general meeting

1 June 2010. Mr Mboweni has a long and outstanding record

of public service. As Labour Minister from 1994 to 1998, he

was the architect of South Africa’s post-apartheid labour

legislation which today continues to provide the basis for the

mutually respectful labour relationships central to the

company’s operational approach in South Africa. Mr Mboweni

was also the Governor of the South African Reserve Bank

until 2010 and the past ten years have cemented his

reputation as one of the world’s foremost and highly

respected central bank governors.

4. Ordinary resolution number 4

Election of Mr F Ohene-Kena as a director

“Resolved as an ordinary resolution that Mr F Ohene-Kena,

who retires in terms of the articles of association of the

company and is eligible and available for election, be and is

hereby elected as a director of the company.”

The reason for proposing ordinary resolution number 4 is that

Mr Ohene-Kena, having been appointed by the board as a

director since the previous annual general meeting, holds office

only until this annual general meeting.

Ferdinand Ohene-Kena, MSc Engineering, DIC and ACSM,

was appointed to the board on 1 June 2010. He is a former

Ghanaian Minister of Mines and Energy and is currently a

member of the Ghana Judicial Council, He is the Chairman of

the Ghana Minerals Commission and is a member of the

President’s Economic Advisory Council in Ghana.

5. Ordinary resolution number 5

Election of Mr R Gasant as a director

“Resolved as an ordinary resolution that Mr R Gasant, who

retires in terms of the articles of association of the company

and is eligible and available for election, be and is hereby

elected as a director of the company.”

The reason for proposing ordinary resolution number 5 is that

Mr R Gasant, having been appointed by the board as a

director since the previous annual general meeting, holds office

only until this annual general meeting.

Rhidwaan Gasant, CA (SA), ACIMA, was appointed to the

board on 12 August 2010 and is chairman of the Risk and

Information Integrity Committee and a member of the Audit

and Corporate Governance, Nominations and Financial

Analysis Committees. He is a former Chief Executive Officer of

Energy Africa Limited, a former Finance Director of Engen

Limited and sits on the board of South African and

international non-public companies in the MTN Group.

6. Ordinary resolution number 6

Re-election of Mr WA Nairn as a director

“Resolved as an ordinary resolution that Mr WA Nairn, who

retires by rotation in terms of the articles of association of the

company and is eligible and available for re-election, be and is

hereby re-elected as a director of the company until the

conclusion of the next annual general meeting of the company.”

The reason for proposing ordinary resolution number 6 is that

Mr WA Nairn retires by rotation as a director at the annual

general meeting and offers himself for re-election.

Bill Nairn, BSc (Mining Engineering) was appointed to the

board on 16 May 2001. Mr Nairn, a mining engineer, has

considerable technical experience (particularly, in deep-level

underground mining), having been the group technical director

of Anglo American plc until 2004 when he retired from that

company. The board, in assessing his eligibility for re-election

after taking due cognisance of the King Code on Corporate

Governance South Africa 2009 (“King III”), has concluded that

despite Mr Nairn having served as a director since 2001, the

performance, skill and knowledge which he brings to the board

are of such a high standard and that his independence of

character and judgement are not in any way affected or

impaired by the length of his service as a director. The board

is, therefore, of the opinion (and has declared) that Mr Nairn is

independent and is eligible for re-election as a director. The

board accordingly recommends that Mr Nairn be re-elected as

a director for a period of one year to ensure sufficient time for

the company to identify and appoint a non-executive director

with the requisite technical skills to replace Mr Nairn and to

facilitate a seamless transition. His re-election therefore would

be for a limited one-year period to the conclusion of the next

annual general meeting of the company. Mr Nairn has agreed

to make himself available on that basis.

7. Ordinary resolution number 7

Re-election of Mr SM Pityana as a director

“Resolved as an ordinary resolution that Mr SM Pityana, who

retires by rotation in terms of the articles of association of the

company and is eligible and available for re-election, be and is

hereby re-elected as a director of the company.”

AngloGold Ashanti Notice of Meeting 2010

The reason for proposing ordinary resolution number 7 is that
Mr Pityana retires by rotation as a director at the annual general
meeting and, being eligible, offers himself for re-election.

Sipho Pityana, BA (Hons) (Essex), MSc (London); Dtech
(Honoris) (Vaal University of Technology), who is the chairman
of the company’s BEE partner, Izingwe Holdings (Proprietary)
Limited, was appointed to the board on 13 February 2007 and
assumed the chairmanship of the Remuneration Committee
on 1 August 2008.

Mr Pityana has extensive experience in management and
finance, and has occupied strategic roles in both the public and
private sectors, including that of Director General of the national
departments of both labour and foreign affairs. He was formerly
a senior executive of Nedbank Limited and is currently the
executive chairman of Izingwe Holdings (Proprietary) Limited, a
local empowerment group and a significant investor in mining,
engineering, infrastructure and logistics, and the company’s
BEE partner. He serves as a non-executive director on the
boards of several other South African companies.

Notwithstanding the board’s assessment that the skill and
knowledge which he brings to the board are of such a high
standard and that his independence of character and
judgement are not in any way affected or impaired by his
association with the company’s BEE partner, Mr Pityana
resigned as the chairman of the Remuneration Committee on
25 March 2011 in order to remove any perception that may
exist of a potential conflict of interest, given his association with
the company’s BEE partner. A new chairman of the
Remuneration Committee will be appointed by the board in
May 2011.

8. Ordinary resolution number 8

Appointment of Prof LW Nkuhlu as a member of
the Audit and Corporate Governance Committee of
the company

“Resolved as an ordinary resolution that Prof L W Nkuhlu be and
is hereby appointed as a member of the Audit and Corporate
Governance Committee, from the conclusion of the annual
general meeting at which this resolution is passed until the
conclusion of the next annual general meeting of the company.”

Wiseman Nkuhlu, BCom, CA (SA), MBA (New York University),
was appointed to the board on 4 August 2006. He has been
the chairman of the Audit and Corporate Governance
Committee since 5 May 2007, having served as deputy
chairman of that committee from 4 August 2006. Prof Nkuhlu,
a respected South African academic, educationist, professional
and business leader, served as Economic Adviser to the former

President of South Africa, Mr Thabo Mbeki, and as Chief
Executive of the Secretariat of the New Partnership for Africa's
Development (NEPAD) from 2000 to 2005. From 1989 to 2000,
he served as a director of a number of major South African
companies, including Standard Bank, South African Breweries,
Old Mutual, Tongaat Hulett, BMW and JCI. Prof Nkuhlu was
President of the South African Institute of Chartered
Accountants from 1998 to 2000 and Principal and Vice
Chancellor of the University of Transkei from 1987 to 1991. He
is also a member of the board of Datatec Limited. He was
elected President of the Geneva-based International
Organization of Employers (IOE) in May 2008 for a period of two
years. He is a member of the Financial Crisis Advisory Group of
the International Accounting Standards Board (IASB) and the
Financial Accounting Standards Board (FASB).

9. Ordinary resolution number 9

Appointment of Mr FB Arisman as a member of the
Audit and Corporate Governance Committee of
the company

“Resolved as an ordinary resolution that Mr FB Arisman be and
is hereby appointed as a member of the Audit and Corporate
Governance Committee, from the conclusion of the annual
general meeting at which this resolution is passed until the
conclusion of the next annual general meeting of the company.”

Frank Arisman was appointed to the board on 1 April 1998. He
resides in the United States of America and has an extensive
background in management and finance through his
experiences at JP Morgan where he held various positions
prior to his retirement. The board, in assessing his eligibility for
re-election after taking due cognisance of King III, has
concluded that despite Mr Arisman having served as a director
on the board since 1998, the performance, skill and
knowledge which he brings to the board are of such a high
standard and that his independence of character and
judgement are not in any way affected or impaired by the
length of his service as a director. The board is, therefore, of
the opinion (and has declared) that Mr Arisman is independent.

10. Ordinary resolution number 10

Appointment of Mr R Gasant as a member of the
Audit and Corporate Governance Committee of the
company

“Resolved as an ordinary resolution that, subject to the approval
of ordinary resolution no. 5, Mr R Gasant be and is hereby
appointed as a member of the Audit and Corporate
Governance Committee from the conclusion of the annual
general meeting at which this resolution is passed until the
conclusion of the next annual general meeting of the company.”

Notice of annual general meeting

Mr Gasant’s brief curriculum vitae is disclosed in relation to

ordinary resolution number 5.

The reason for proposing ordinary resolutions numbers 8, 9

and 10 is to appoint members of the Audit and Corporate

Governance Committee (“Audit Committee”) in accordance

with the guidelines of King lll and the requirements of the

Companies Act 1973 as amended or the Companies Act

2008 as amended, whichever is applicable. In terms of the

aforementioned requirements, the Audit Committee should

comprise a minimum of three members, all of whom must be

independent non-executive directors of the company and

membership of the Audit Committee may not include the

chairman of the board.

In terms of the requirements of the US Sarbanes-Oxley Act,

the board is required to identify a financial expert from within its

ranks for appointment to the Audit Committee. The board has

resolved that Prof Nkuhlu is the board’s financial expert on the

Audit Committee.

11. Ordinary resolution number 11

General authority to directors to allot and issue
ordinary shares

“Resolved as an ordinary resolution that, subject to the

provisions of the Companies Act 1973 as amended or the

Companies Act 2008 as amended, whichever is applicable,

and the Listings Requirements of the JSE Limited, from time to

time, the directors of the company be and are hereby, as a

general authority and approval, authorised to allot and issue,

for such purposes and on such terms as they may, in their

discretion determine, ordinary shares of R0.25 each in the

authorised but unissued share capital of the company, up to a

maximum of 5% of the number of ordinary shares of R0.25

each in issue from time to time.”

The reason for proposing ordinary resolution number 11 is to

seek a general authority and approval for the directors to allot

and issue ordinary shares, up to a maximum of 5% of the

ordinary shares of the company in issue from time to time, in

order to enable the company to take advantage of business

opportunities which might arise in the future.

12. Ordinary resolution number 12

General authority to directors to issue for cash, those
ordinary shares placed under the control of the
directors in terms of ordinary resolution number 11

“Resolved as an ordinary resolution that, subject to ordinary

resolution number 11 being passed, the directors of the

company be and are hereby authorised, in accordance with

the Listings Requirements of the JSE Limited to allot and issue

for cash, on such terms and conditions as they may deem fit,

all or any of the ordinary shares of R0.25 each (“ordinary

shares”) in the authorised but unissued share capital of the

company which they shall have been authorised to allot and

issue in terms of ordinary resolution number 11, subject to the

following conditions:

•

this authority shall be limited to a maximum number of 5%

of the number of ordinary shares in the issued share capital

of the company from time to time;

•

this authority shall only be valid until the next annual general

meeting of the company but shall not extend beyond 15

months;

•

a paid press announcement giving full details, including the

impact on net asset value and earnings per share of the

company, shall be published after any issue representing, on

a cumulative basis within one financial year, 5% of the

number of ordinary shares in issue prior to the issue

concerned;

•

in determining the price at which an issue of ordinary shares

for cash will be made in terms of this authority, the maximum

discount permitted shall be 10% of the weighted average

traded price of the ordinary shares on the JSE Limited

(adjusted for any dividend declared but not yet paid or for

any capitalisation award made to shareholders), over the 30

business days prior to the date that the price of the issue is

determined or agreed by the directors of the company; and

•

any issues of ordinary shares under this authority shall be

made only to a public shareholder as defined in the Listings

Requirements of the JSE Limited.”

The reason for proposing ordinary resolution number 12 is that

the directors consider it advantageous to have the authority to

issue ordinary shares for cash in order to enable the company

to take advantage of any business opportunity which might

arise in the future.

It should be noted that this authority relates only to those

ordinary shares which are placed under the control of the

directors in terms of ordinary resolution number 11 and is not

intended to (nor does it) grant the directors authority to issue

ordinary shares over and above, and in addition to, the

ordinary shares which are placed under the control of the

directors in terms of ordinary resolution number 11.

In terms of the Listings Requirements of the JSE Limited, a

75% majority of the votes cast by shareholders present in

person or represented by proxy at the annual general meeting

is required for the approval of ordinary resolution number 12.

AngloGold Ashanti Notice of Meeting 2010

Special business

13. Ordinary resolution number 13

Amendments to the AngloGold Ashanti Limited
Long Term Incentive Plan 2005 (“LTIP”) in respect
of revised proportionate vesting of awards in
certain circumstances and allocation thresholds
for Executives

“Resolved as an ordinary resolution that the amendments to

the AngloGold Ashanti Limited Long Term Incentive Plan 2005,

as reflected in the conformed copy thereof tabled at the annual

general meeting at which this resolution is passed and initialled

by the Chairman of such meeting for the purposes of

identification, be and are hereby approved.”

In terms of the Listings Requirements of the JSE Limited, a

75% majority of the votes cast by shareholders present in

person or represented by proxy at the annual general meeting

is required for the approval of ordinary resolution number 13.

The reason for proposing ordinary resolution number 13 is

to amend:

•

the vesting criteria for LTIP awards in respect of employees

who leave the organisation as a result of death, retirement

and retrenchment prior to the normal vesting date of such

awards. In the instance of death, the performance criteria

will be waived and vesting will occur, to the extent and

having due regard to the length of time that the employees

have held the office or employment during the vesting

period. In the instance of retirement and retrenchment, the

average agreed performance criteria of the previous two

years will be applied and vesting will occur, to the extent and

having due regard to the length of time that the employees

have held the office or employment during the vesting

period; and

•

the current LTIP allocation percentages granted to the Chief

Executive Officer (CEO), Chief Financial Officer (CFO) and

Executive Vice Presidents (EVP’s).

A senior management cash retention bonus scheme was

introduced late in 2008. The scheme was successful in that

the number of senior management resignations was reduced

to below 5% for the past 2 years. However, going forward,

based on a decision of the Remuneration Committee, the

senior management cash retention bonus scheme will not be

renewed. In order to maintain the company’s advantage in

securing senior management dependability in the organisation,

the Remuneration Committee requested alternative options be

considered to ensure ongoing retention of executives.

The Executive Vice President: Business Strategy and

Organisational Effectiveness, who is responsible for group HR,

engaged PricewaterhouseCoopers to conduct a comparable

study benchmarking the executives of the company against

South African companies operating internationally and

international mining companies in respect of total pay

(including short term and long term incentives). The outcome

of the study demonstrated that the value of the LTIP for

executives is below that of the global comparator group,

thereby making the total remuneration uncompetitive when

benchmarked against the median of the comparator group.

The LTIP is, however, considered the ideal replacement vehicle

for the senior management cash retention bonus scheme

because it has a three year vesting period tied to very clear

company performance criteria which will ensure the alignment

of executives and company interests. With improved company

performance, the LTIP should deliver a sizeable proportion of

the executive total earnings and the three year vesting period

will ensure retention.

The following increase in awards under the LTIP for executives

is therefore proposed effective from the current year’s

allocation of LTIPs to executives, so as to align 2011 total pay

with the median of the global comparator group:

Notice of annual general meeting

Current maximum

Average Increase on

Stratum/Designation

grant of basic salary

Proposal

current total package

VII: CEO

120%

160%

27.68%

VI: CFO

100%

140%

27.67%

VI: EVP

80%

100%

14.73%

V: Senior Management

80%

no change

The 2010 LTIP vesting of 82% against company performance

criteria was used to calculate the average package increase.

This represents a maximum LTIP allocation increase of 40%

each for the CEO and CFO, a 20% increase for the EVPs, and

no increased allocations below these levels.

The number of additional awards under the LTIP to be granted

will be determinable by dividing the value of the proposed

Award to be granted by the Closing Price of ordinary shares

trading on the JSE Limited on the last dealing day prior to the

date of grant of the additional awards. It is contemplated that

the proposed date of grant of the additional awards will be the

fifth working day following the passing of resolution number 13.

The additional awards will be made from the shares previously

placed under the control of the directors by shareholders for

purposes of the share incentive scheme.

Enhancing the awards under the LTIP will make the company’s

packages more competitive in the global market and will

improve the company’s ability to retain the executive team.

The Remuneration Committee, having considered the

proposal, recommends its approval by shareholders.

14. Non-binding advisory resolution number 14

Approval of the AngloGold Ashanti remuneration policy

“Resolved as a non-binding ordinary resolution that the

remuneration policy of the company as set out below be and

is approved as a non-binding advisory vote of shareholders of

the company in terms of the King Report on Corporate

Governance for South Africa 2009.”

The Remuneration Policy applies to all AngloGold Ashanti

operations globally and sets out policies and parameters

relating to the establishment and application of employee

rewards. In determining employee rewards, AngloGold Ashanti

takes into consideration:

•

AngloGold Ashanti’s strategy, business objectives and

company values;

•

Overall business performance;

•

The skills required and how the company attracts and retain

these employees to best deliver the objectives of AngloGold

Ashanti;

•

The relevant labour markets within which the company

operates;

•

The wage differentials between the top and bottom levels of

the organisation (‘wage gap’); and

•

Trade unions and the relationships and requirements which

the company has in negotiations to ensure that all

employees are fairly treated.

In order to address these considerations and to ensure that

employees feel that they are equitably rewarded for their input

AngloGold Ashanti applies the following framework:

•

A pay curve designed according to the applicable

Stratum/grade and substratum;

•

Pay for performance, differentiation in pay according to an

employee’s deliverables;

•

Internal equity; and

•

Market benchmarking using the AngloGold Ashanti principle

of positioning guaranteed pay at the median of the

applicable markets.

The policy should be followed and applied in conjunction with any

local AngloGold Ashanti practices and government legislation.

1. Reward components

•

Base salary

Is fixed compensation required to attract a given set of skills,

competencies and experience.

•

Short-term incentives (STI)

Short-term incentives form a key part of total remuneration and

all AngloGold Ashanti employees are eligible to participate in

an annual incentive. The short-term incentive is performance

based, and measured against pre-determined objectives

which depending on the level and focus of the role are derived

from Company, regional, operation/mine and individual

performance criteria.

Short-term incentives on the Bonus Share Plan Scheme are

paid annually in cash and for employees within the plan are

matched by the equivalent value Bonus Share Plan awards

(BSP). BSP awards are the deferred element of the STI and

comprise fully paid shares that vest 40% after one year and the

balance after two years. Where BSP shares are retained for

longer than three years, an additional 20% will be granted as a

further retention incentive.

AngloGold Ashanti Notice of Meeting 2010

In some instances, management level staff participates in
production bonuses (paid quarterly or at frequent intervals).
Where these bonuses are paid employees will receive the
allocation of BSP shares as though they were participating in
the BSP Scheme.

This STI policy is not yet in effect at all AngloGold Ashanti
locations and a number are in the process of implementing STI
arrangements. All business units are envisaged to be
compliant by fiscal 2011.

•

Long-term incentives (LTI)

Long-term incentives are granted annually to employees in
Stratum IV Mid and above, while Stratum IV Low may
participate by invitation. LTI grants comprise fully paid
restricted stock grants in AngloGold Ashanti shares with a
three year vesting period. LTI grants are subject to business
performance and approval of the Remuneration Committee
of the board. LTI eligible employees are those senior level
employees considered to contribute to the creation of value
as reflected by share price and are intended to promote
executive retention.

•

Employee benefits and allowances

Other components of reward are detailed under a separate
AngloGold Ashanti policy document. However, subject to local
competitive practice and legislation, AngloGold Ashanti policy
is to provide where appropriate additional elements of
compensation from the following list:

•

Life insurance
Comprising a fixed amount or a multiple of base salary.

•

Disability insurance (short or long term)
Comprising an amount to partially replace lost compensation
during a period of medical incapacity or disability

•

Medical and/or dental benefits
Providing reimbursement of supplemental or primary
medical expenses including hospitalisation, family doctor or
emergency room visits, prescription drugs and dental
expenses. Plans will include an annual limit and involve
employee cost sharing to promote efficient purchasing

•

Retirement savings
Full or partially matched (with employee) contributions
towards retirement savings.

•

Accidental death and dismemberment

Usually comprising a schedule of fixed amounts or multiple

of salary.

•

Relocation allowances

To enable an employee and their family to relocate for

business purposes from one location to another. Allowances

may be once only or extend over a determined period of

time and cover such expenses as house sale and purchase,

transportation of effects costs of living, rental expenses and

school fees.

It is no longer AngloGold Ashanti practice to provide post

retirement benefits i.e. medical care and life insurance to

retired employees. Existing plans have been or are in the

process of being closed to new entrants or converted to

employee paid plans.

2. Compensation structure

AngloGold Ashanti is in the process of transitioning the

administration of compensation into pay ranges developed

around the requisite-based Stratum structure and away from

the previously employed Paterson job evaluation system.

Currently this is complete down to Stratum IV and will progress

through the organisation to all employees not covered by a

collective bargaining unit or union. Where compensation

administration arrangements are negotiated with employee

representatives/trade unions and AngloGold Ashanti is

involved with multi-employer agreements, this may only take

place after the required negotiation.

Pay ranges cover each stratum or level in the location in which

jobs are situated. Each Stratum is divided into an upper,

middle and lower section and a pay range is constructed for

each. Determination of which Stratum a particular position is

located is the subject of a separate policy.

Pay ranges represent the level of compensation paid to similar

positions in the market. The median (50pc) of market

comparators becomes the midpoint of the AngloGold Ashanti

range and the minimum and maximum of the range is the

lower and upper market quartile.

Notice of annual general meeting

An individual promoted to a particular position entering the

appropriate range for that position typically receives a salary

toward the minimum. Over time as they approach full

competency they move toward the midpoint through annual

salary awards.

Increases above the midpoint will typically be lower as

performance expectations become higher. Individuals

approaching the maximum of their range would usually be

candidates for promotion or are considered to be exceptionally

competent and performing at a consistently high level over

long periods or have acutely scarce skills. Only in special

circumstances of particularly acute skills or experience

shortages may an individual be compensated beyond the

maximum of the range.

Ranges are maintained in line with the target market by

periodically selecting “benchmark” roles within the range and

comparing these to similar positions in the target group.

Benchmarking will be completed annually to ensure that

AngloGold Ashanti remains aligned to the market. Internal

benchmarking is also completed to ensure that there is an

equitable approach to reward.

Salary ranges simplify the maintenance of competitive

compensation and provide a helpful guideline for managing

individual compensation adjustments and setting total

population salary budgets.

An individual’s salary relative to the midpoint of the range for

the position occupied is referred to as the compa-ratio.

Aggregated compa-ratios provide an indication of the

populations’ overall competitiveness.

For each pay range (i.e. each sub stratum level) a target short

term incentive applies to the range. This will normally be

expressed in percentage form (of base salary) with a midpoint

level, a minimum and maximum. STI ranges are determined by

comparison with the local market below Stratum III with a

global scale developed by the Corporate Compensation and

Benefits team applicable to Stratum IV and above.

For each applicable stratum (IV and above) a target LTI grant

will also apply. Target grant levels are determined by market

comparison and are set by the Corporate Compensation and

Benefits team.

The Gini coefficient, which measures the wage gap between

the top earners and the low earners, is referenced when

determining the Compensation structure.

3. Competitive positioning

•

Market comparison

AngloGold Ashanti aims to compensate managerial employees

in Stratum IV and above, when fully competent in the role that

they occupy, at the median of a select group of global

competitors. Comparative compensation is aged to the

midpoint of the year to anticipate inflationary movement that is

likely to occur during the coming year.

For Stratum IV and above, base salary comparisons is

adjusted to equalise purchasing power. Purchasing power is

defined as that part of base salary spent on housing, goods

and services and taxation (including income tax, property tax

and social security). The objective is to ensure that executives

in higher cost countries are compensated for the extra

amounts expended on these items compared with their

colleagues at the same level in other locations. In other words

purchase pay parity is achieved on that part of compensation

expended on shelter, food and services.

•

Compensation comparison

Compensation at AngloGold Ashanti is compared against the

selected comparator group and in the manner described

above in terms of total compensation (i.e. base salary, benefits,

short term incentive and long term incentive).

Each component of compensation is then compared with the

components offered by the target market group. Each

component should be compared with the median of the

relevant market and ranges or targets adjusted accordingly

following the requisite approvals.

AngloGold Ashanti Notice of Meeting 2010

To determine competitive positioning base salaries are

compared with base salaries paid for similar positions. STI

targets are compared with recently paid incentives, profit sharing

or bonus payments made by the competitive market place. LTI

target grants are compared with those made by the market.

AngloGold Ashanti measures LTI values on a grant present value

basis using Black Scholes or Binomial methodologies.

4. Expatriate compensation

In addition to developing local skilled managers, AngloGold

Ashanti utilises a skilled mobile work force to service

operations internationally. Mobility is becoming a scarce

competency and the nature of employment and compensation

is undergoing change.

The traditional approach of protecting home location

spending power while based in the host location, assuming

an ultimate return to the host location. is transitioning to a

traditional salary range administration process using a global

scale for cross continent transfers and regional scales for intra

regional transfers.

AngloGold Ashanti will continue to pay all host taxes levied on

earned income and provide housing where appropriate.

5. Governance

•

Budgeting compensation increases

As part of the business planning and operational budgeting cycle,

annual compensation increases are budgeted for. The budgeted

amount takes into consideration the current average CPI as well

as AngloGold Ashanti’s overall market competitiveness and

industry trends. Approval for these increases is in line with the

business planning and budget cycle.

•

Remuneration Committee

AngloGold Ashanti’s Remuneration Committee of the board

discharges the responsibilities of the Board relating to all

compensation, including equity compensation, of the

company’s executives. The committee establishes and

administers the company’s executive remuneration with the

broad objectives of:

5.1 aligning executive remuneration with company performance

and shareholder interests;

5.2 setting remuneration standards which attract, retain and

motivate a competent executive team;

5.3 linking individual pay with operational and company

performance in relation to strategic objectives; and

5.4 evaluating compensation of executives including approval

of salary, equity and incentive based awards.

•

Legislation

The Remuneration Policy is adhered to in line with AngloGold

Ashanti policy and local government legislation, and where

local legislation deviates from policy the applicable legislation

is applied.

15. Special resolution number 1

Increase in non-executive directors’ fees

“Resolved as a special resolution that, in terms of the

Companies Act 1973 as amended or the Companies Act 2008

as amended, whichever is applicable, and pursuant to article

73 of the company’s articles of association, the remuneration,

payable quarterly in arrear, to the non-executive directors of

the company, be increased with effect from 1 June 2011 on

the basis set out as follows:

Notice of annual general meeting

1.1 Non-executive directors' fees for six board meetings per annum

Board meetings

Current fee per annum

Increased fee per annum

1.1.1

South African resident Chairman

R1,520,300

R1,672,330

1.1.2

South African resident Deputy Chairman

R650,000

R747,500

1.1.3

South African resident directors

R270,000

R310,500

1.1.4

Non-South African resident directors who are resident in Africa

US$33,750

US$42,188

1.1.5

Non-South African resident directors who are resident in

jurisdictions other than Africa

US$60,000

US$66,000

The fees payable in terms of 1.1 above will be in proportion to the period during which the offices of director, chairman or deputy

chairman, as the case may be, has been held during the year.

1.2 Allowance for attendance by non-executive directors at additional board meetings

Each non-executive director will be entitled to an allowance for each board meeting attended by such director, in addition to the six

scheduled board meetings per annum, as follows:

1.2

Additional board meetings

Current fee per meeting

Increased fee per meeting

1.2.1

Chairman

R78,000

R85,800

1.2.2

South African resident Deputy Chairman

R32,400

R37,260

1.2.3

South African resident directors

R16,000

R18,400

1.2.4

Non-South African resident directors who are resident in Africa

US$2,000

US$2,500

1.2.5

Non-South African resident directors who are resident in

jurisdictions other than Africa

US$3,000

US$3,300

1.3 Travel allowance to be paid to non-executive directors who travel from outside South Africa to attend board meetings

Each non-executive director who is not in South Africa and who travels to attend board meetings will be entitled to receive a travel

allowance on the basis set out below. In addition to the travel allowance payable, the company will cover all accommodation and

sundry costs. The travel allowance for directors outside South Africa who attend board meetings is as follows:

1.3

Board meetings

Current fee per meeting

Increased fee per meeting

1.3.1

South African Directors

Rnil

1.3.2

Non-South African resident directors who are resident in Africa

US$6,000

US$7,500

1.3.3

Non-South African resident directors who are resident in

jurisdictions other than Africa

US$8,000

US$8,800

AngloGold Ashanti Notice of Meeting 2010

16. Special resolution number 2

Increase in non-executive directors’ fees for board committee meetings

“Resolved as special resolution that the fees, (payable quarterly in arrear), to the non-executive directors of the company for serving

on committees of the board, be increased with effect from 1 June 2011 on the basis set out below.

2.1 Board committee fees payable to non-executive directors

The fee paid to each non-executive director in respect of such director’s membership of a committee of the board will be increased

with effect from 1 June 2011 on the basis set out below:

2.1

Board committee meetings

Current fee per annum

Increased fee per annum

Audit and Corporate Governance Committee

2.1.1

Chairman – South African resident

R160,000

R184,000

2.1.2

Member – South African resident

R135,000

R155,250

2.1.3

Member – Non-South African resident who is resident in Africa

US$16,875

US$21,094

2.1.4

Member – Non-South African resident who is resident in

jurisdictions other than Africa

US$25,315

US$27,847

Other committees (being Investment, Remuneration, Safety,

Health and Sustainable Development and Transformation,

Human Resource Development, Risk and Information Integrity

and such other committees of the board as may be established

from time to time)

2.1.5

Chairman – South African resident

R130,000

R149,500

2.1.6

Chairman – Non-South African resident who is resident in Africa

US$16,250

US$20,313

2.1.7

Chairman – Non-South African resident who is resident in

jurisdictions other than Africa

US$25,000

US$27,500

2.1.8

Member – South African resident

R110,000

R126,500

2.1.9

Member – Non-South African resident who is resident in Africa

US$13,750

US$17,188

2.1.10

Member – Non-South African resident who is resident in

jurisdictions other than Africa

US$20,000

US$22,000

2.2 Fees payable to non-executive directors in respect of their attendance at meetings of committees of the board which

meet on an ad hoc basis

Each non-executive director will be entitled to an allowance for each board committee meeting attended by such director in respect of

those committees which meet on an ad hoc basis, including, the financial analysis committee, the party political donations committee,

the nominations committee and any special purpose committee established by the board as follows:

2.2

Board Committee and Special Purpose Committee

Current fee per meeting

Increased fee per meeting

2.2.1

South African resident

R16,200

R18,630

2.2.2

Non-South African residents who are resident in Africa

US$2,025

US$2,531

2.2.3

Non-South African residents who are resident in

jurisdictions other than Africa

US$3,000

US$3,300

The reason for proposing special resolutions numbered 1 and 2 and the effect of these special resolutions, if passed and becoming

effective, is to ensure that the remuneration of non-executive directors remains competitive in order to enable the company to attract

and retain persons of the calibre required in order to make meaningful contributions to the company given its global spread and growth

aspirations and having regard to the appropriate capability, skills and experience required.

Notice of annual general meeting

A survey of fees paid by multi-jurisdictional companies to non-

executive directors, including those in the mining industry, was

commissioned by the company. The findings of the survey

highlighted the disparity between the fees paid by the

company (which tends to be lower) and international best

practice (which tends to be higher). The Remuneration

Committee has recommended and the board has approved

that the fees paid to non-executive directors be adjusted over

a three year period, to accord with international best practice

and to better align comparable reward across all directors,

while at the same time taking into account where necessary

the particular market dynamics of the jurisdictions from which

directors are recruited. In order to achieve this, the proposed

increases in fees to be paid to non-executive directors (for the

first year of the three year period) as contemplated in special

resolution number 1, range from 10% for the Chairman and

non-South African directors residing outside of Africa, 15% for

South African resident directors and 25% for non-South

African directors residing in Africa.

The Remuneration Committee recommends for approval by

shareholders, the fees for the Chairman detailed in special

resolution number 1, while the Chairman, together with the

Chief Executive Officer and the Chief Financial Officer

recommend for approval by shareholders, the fees for the non-

executive directors, detailed in special resolution number 1.

In light of all of these factors, the proposed revised

remuneration structure set out in special resolutions numbered

1 and 2, is considered to be fair and reasonable and in the best

interests of the company.

Executive directors do not receive payment of directors' fees.

The Chairman, Deputy Chairman and non-executive directors

have undertaken not to cast any votes in respect of special

resolutions numbered 1 and 2, and the company will disregard

the votes cast by:

•

the Chairman, Deputy Chairman, and non-executive

directors; and

•

an associate of that person or group of persons stated

above in respect of special resolutions numbered 1 and 2.

However, the company will not disregard a vote if it is cast by

•

a person as a proxy for a person who is entitled to vote in

accordance with the directions on the form of proxy; or

•

the person chairing the annual general meeting as a proxy of

a person who is entitled to vote in accordance with a

direction on the form of proxy to vote as the proxy decides

in respect of special resolutions numbered 1 and 2.

17. Special resolution number 3

Acquisition of the company’s own shares

“Resolved as a special resolution that the acquisition in terms

of the Companies Act 1973 as amended or the Companies

Act 2008 as amended (“Companies Act”), whichever is

applicable and the Listings Requirements of the JSE Limited,

by the company of ordinary shares issued by the company

and the acquisition in terms of the Companies Act and the

Listings Requirements of the JSE Limited, by any of the

company’s subsidiaries, from time to time, of ordinary shares

issued by the company, is hereby approved as a general

approval, provided that:

•

any such acquisition of shares shall be implemented through

the order book operated by the JSE Limited trading system

and done without any prior understanding or arrangement

between the company and the counter party; and/or on the

open market of any other stock exchange on which the

shares are listed or may be listed and on which the company

may, subject to the approval of the JSE Limited and any

other stock exchange as necessary, wish to effect such

acquisition of shares;

•

this approval shall be valid only until the next annual general

meeting of the company, or for 15 months from the date of

this resolution, whichever period is shorter;

•

an announcement containing details of such acquisitions

will be published as soon as the company, or the

subsidiaries collectively, shall have acquired ordinary shares

issued by the company constituting, on a cumulative basis,

not less than 3% of the number of ordinary shares in the

company in issue as at the date of this approval; and an

announcement containing details of such acquisitions will

be published in respect of each subsequent acquisition by

either the company, or by the subsidiaries collectively, as

the case may be, of ordinary shares issued by the

company, constituting, on a cumulative basis, not less than

3% of the number of ordinary shares in the company in

issue as at the date of this approval;

•

the company, and its subsidiaries collectively, shall not in any

financial year be entitled to acquire ordinary shares issued

by the company constituting, on a cumulative basis, more

than 5% of the number of ordinary shares in the company in

issue as at the date of this approval;

AngloGold Ashanti Notice of Meeting 2010

•

shares issued by the company may not be acquired at a

price greater than 10% above the weighted average market

price of the company’s shares for the five business days

immediately preceding the date of the acquisition.”

The reason for this special resolution is to grant the directors

of the company a general authority for the acquisition of the

company’s ordinary shares by the company, or by a subsidiary

or subsidiaries of the company.

The effect of special resolution number 3, if passed and

becoming effective, will be to authorise the directors of the

company to procure that the company or any of its

subsidiaries may purchase ordinary shares issued by the

company on the JSE Limited or any other stock exchange on

which the company’s shares are or may be listed.

The directors will ensure at the time of the commencement of

any repurchases, after considering the effect of repurchases,

up to the maximum limit, of the company’s issued ordinary

shares, that they are of the opinion that if such repurchases

were implemented:

•

the company and the group would be able in the ordinary

course of business to pay its debts for a period of 12

months after the date of the notice issued in respect of the

annual general meeting;

•

the assets of the company and the group would be in

excess of the liabilities of the company and the group for a

period of 12 months after the date of the notice issued in

respect of the annual general meeting. For this purpose, the

assets and liabilities would be recognised and measured in

accordance with the accounting policies used in the latest

audited group annual financial statements;

•

the ordinary capital and reserves of the company and the

group would be adequate for a period of 12 months after the

date of the notice issued in respect of the annual general

meeting; and

•

the working capital of the company and the group would be

adequate for a period of 12 months after the date of the

notice issued in respect of the annual general meeting.

Although no decision has been taken, the directors are reviewing

the feasibility of continuing to maintain a listing on certain of the

stock exchanges where there have been very limited or no share

dealings. A review of the extent of odd-lot holdings held by

shareholders, which has resulted from various mergers and

acquisitions over the past few years, is also under consideration

in order to save costs. The utilisation of this authority would only

be used if the circumstances are appropriate.

The company will ensure that its sponsor provides the

necessary sponsor letter on the adequacy of the working

capital in terms of the Listings Requirements of the JSE

Limited prior to the commencement of any purchases of the

company’s shares on the open market.

Voting and proxies

A shareholder entitled to attend and vote at the general

meeting may appoint one or more proxies to attend, speak

and, on a poll, vote in his/her stead. A proxy need not be a

shareholder of the company.

Certificated shareholders and dematerialised “own name”

shareholders (whose name appears on the sub- register

maintained by their CSDP or broker), who are unable to attend

the general meeting and wish to be represented thereat, must

complete and return the attached form of proxy in accordance

with the instructions contained therein, so as to reach the

company's share registrars in South Africa, the United

Kingdom, Australia or Ghana by no later than 11:00 (South

African time) on Tuesday, 10 May 2011. For details of the share

registrars refer to page 16 of this circular.

Duly completed CDI voting instruction forms must be received

by the share registrars in Perth, Australia, by 12:00 (Perth time)

on Monday, 09 May 2011.

In accordance with the AngloGold Ashanti Ghanaian

Depositary Shares (“GhDSs”) Agreement dated 26 April 2004,

the Ghanaian Depositary will mail all appropriate notices,

together with a voting instruction form, to holders of GhDSs.

Holders of GhDSs may direct the Depositary, via the voting

instruction form, to vote on their behalf in the manner such

holders may direct.

Dematerialised shareholders (other than dematerialised “own

name” shareholders) must advise their CSDP or broker of

their voting instructions should they wish to be represented at

Notice of annual general meeting

the general meeting. If, however, such shareholders wish to

attend the general meeting in person, they will need to

request their CSDP or broker to provide them with the

necessary letter of representation in terms of the custody

agreement entered into between the dematerialised

shareholder and the CSDP or broker.

Shareholders may also use the electronic online proxy voting

facility for purposes of instructing their CSDP or broker as to

how they wish to vote. In order for shareholders to use their

online proxy voting facility, which is free of charge, it is

necessary to register for the service via the website

http://www.investorportal.co.za (click on the AngloGold

Ashanti icon). Registration is free of charge. A demonstration

of the electronic online proxy voting process may be viewed on

http://www.investorportal.co.za

In terms of section 11.23 of the Listings Requirements of the

JSE Limited, the following information is disclosed in the

Annual Financial Statements which was posted separately from this

notice of annual general meeting:

Page

Directors and management

146

Major shareholders

385

Share capital of the company

214

Directors’ interest in securities

224

The company is not party to any material litigation nor is it

aware of any pending material litigation to which it may

become party. For details on Risk Factors, see from page 194

of the Annual Financial Statements 2010 which is included in

the CD enclosed with the Annual Review 2010 or on the

company’s report website, www.aga-report.com.

The directors whose names appear on pages 146 to 148 of the

Annual Financial Statements 2010 collectively and individually

accept full responsibility for the accuracy of the information

given in this notice and certify that to the best of their

knowledge and belief there are no facts that have been omitted

which would make any statement false or misleading and that

all reasonable enquiries to ascertain such facts have been

made and that this notice contains all information required by

law and the Listings Requirements of the JSE Limited.

By order of the board

Ms L Eatwell

Company Secretary

Johannesburg

29 March 2011

Registered and corporate office

76 Jeppe Street

Newtown

Johannesburg

2001

South Africa

(PO Box 62117, Marshalltown, 2107, South Africa)

AngloGold Ashanti Notice of Meeting 2010

Date

Wednesday, 11 May 2011

Venue

The Auditorium, 76 Jeppe Street, Newtown, Johannesburg,

South Africa.

Timing

The AGM will start promptly at 11:00 (South African time).

Refreshments

Refreshments will be served after the meeting.

Travel information

The map below indicates the location of 76 Jeppe Street.

Admission

Shareholders and others attending the AGM are asked to

proxies may be required to provide proof of identity.

Security

Secure parking is provided at the venue. Mobile telephones

should be switched off during the AGM.

Enquiries and questions

Shareholders who intend to ask questions related to the

business of the AGM or on related matters are asked to furnish

their name, address and question(s) at the registration desk.

Personnel will be available to provide any advice and

assistance required.

Queries about the AGM

If you have any queries about the AGM, please telephone any

of the contact names listed on the inside back cover of the

accompanying annual report.

Share registrars

Computershare Investor Services (Proprietary) Limited

Ground Floor, 70 Marshall Street, Johannesburg 2001

(PO Box 61051, Marshalltown 2107)

South Africa

Computershare Investor Services PLC

PO Box 82, The Pavilions, Bridgwater Road

Bristol BS99 7NH, England, United Kingdom

Computershare Investor Services Pty Limited

Level 2, 45 St George’s Terrace, Perth, WA 6000

(GPO Box D182, Perth, WA 6840)

Australia

NTHC Limited

Martco House, Off Kwame Nkrumah Avenue

PO Box K1A 9563 Airport, Accra

Ghana

www.anglogoldashanti.com

Notice of annual general meeting

Smit Street

e
r
t

r
r

Jeppe Street

Bree Street

Wolmarans Street

Leyds Street

Smit Street

idg

Selby

Off-ramp

Village

Trump

President Street

Market Street

Commissioner Street

Fox Street

Marshall Street

Anderson Street

Frederick Street

Kerk Street

Pritchard Street

Ntem

i Piliso (W

est) S

Main Street - no through traffic

Diagonal Stree

AngloGold Ashanti Head Office

Smit Street
Off-ramp

AngloGold

Ashanti

Turbine Square

Jan Smuts Ave.

Sauer Street

Simmonds Street

Mandela Bridge

Simmonds Street

Kort Street

Ferreira Street

Ntemi Piliso (West) St

Gerard Sekoto (Becker) St

Miriam Makeba (Bezuidenhout) St

Margeret Mcingana (Wolhuter) St

Miriam Makeba (Bezuidenhout) St

Sauer Street

Simmonds Str

eet

Selby/Rissik St

Off-ramp

AngloGold

Ashanti

visitors’ parking

Important notes about the annual general meeting (AGM)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AngloGold Ashanti Limited

Date: March 31, 2011

By:

/s/ L Eatwell

Name: L EATWELL
Title: Company Secretary