Edgar Filing: ANGLOGOLD ASHANTI LTD

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CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered

Maximum Aggregate

Offering Price

Amount of

Registration Fee

(1)

Ordinary shares, par value 25 ZAR cents per share

(2)

$63,948,292.20

(3)

$2,513.17

(1) Calculated in accordance with Rule 457(c).
(2) Each American Depositary Share (“ADS”) represents one ordinary share. ADSs issuable upon deposit of the ordinary shares registered hereby have been
registered pursuant to a separate Registration Statement on Form F-6 (File No. 333-133049).

(3) Estimated solely for the purposes of determining the registration fee pursuant to Rule 457. Such estimate is based upon the approximate U.S. dollar equivalent
      of the average of the high and low sale price of the ordinary shares on the JSE Limited on December 12, 2008. The currency conversion is made at the rate of
      ZAR10.215 = $1.00, the noon buying rate in New York City on such date for buying South African rands in New York as announced for customs purposes by
      the Federal Reserve Bank of New York.

Filed pursuant to Rule 424(b)(7)

Registration No. 333-132662

Prospectus Supplement to Prospectus dated March 23, 2006.

Up to 2,701,660 Ordinary Shares

AngloGold Ashanti Limited

This prospectus supplement will be used by the selling shareholder, Eldorado Gold Corporation, to sell up

to 2,701,660 of our ordinary shares, whether in the form of ordinary shares or American Depositary Shares ("ADSs"
and, collectively with the ordinary shares, the "securities") during the forty-day period beginning on the date of this

prospectus supplement and ending on January 24, 2009. We, AngloGold Ashanti Limited, will not receive any of

the proceeds from the sale of the securities by the selling shareholder.

Our ADSs, each representing one ordinary share, are listed on the New York Stock Exchange under the

symbol "AU". Our ordinary shares are listed on the JSE Limited under the symbol "ANG", the London Stock

Exchange under the symbol "AGD", Euronext Paris under the symbol "VA", the Australian Stock Exchange in the

form of CHESS depositary interests, each representing one-fifth of an ordinary share, under the symbol "AGG", the

Ghana Stock Exchange where our shares are quoted under the symbol "AGA" and in the form of Ghanaian

Depositary Shares ("GhDSs") under the symbol "AADS", each representing one -hundredth of an ordinary share,

and Euronext Brussels where our shares are quoted in the form of unsponsored international depositary receipts
under the symbol "ANG". On December 12, 2008 the closing price of our ordinary shares on the JSE Limited was

ZAR273.30 per ordinary share and the closing price of our ADSs on the New York Stock Exchange was $27.11 per
ADS.

See "Risk Factors" starting on page 16 of this prospectus supplement to read about

factors you should consider before buying our ordinary shares.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or

disapproved of these securities or passe d upon the adequacy or accuracy of this prospectus supplement
and the accompanying prospectus. Any representation to the contrary is a criminal offense.

Prospectus Supplement dated December 15, 2008

Table of Contents

Prospectus Supplements

Page

ABOUT THIS PROSPECTUS SUPPLEMENT...................................................................................................................... S-1

WHERE YOU CAN FIND MORE INFORMATION............................................................................................................... S-1

NOTE REGARDING FORWARD-LOOKING STATEMENTS.................................................................................................. S-1

NON-GAAP FINANCIAL MEASURES .............................................................................................................................. S-2

INCORPORATION BY REFERENCE............................................................................................................................... S-2

PROSPECTUS SUPPLEMENT SUMMARY ....................................................................................................................... S-4

RISK FACTORS ......................................................................................................................................................... S-16

USE OF PROCEEDS .................................................................................................................................................. S-34

RECONCILIATION OF TOTAL CASH COSTS AND

TOTAL PRODUCTION COSTS TO FINANCIAL STATEMENTS.................................................................................... S-35

HISTORICAL ORDINARY SHARE AND ADS TRADING, DIVIDENDS AND EXCHANGE

RATE INFORMATION ........................................................................................................................................... S-37

CAPITALIZATION......................................................................................................................................................... S-40

THE SELLING SHAREHOLDER .................................................................................................................................... S-41

PLAN OF DISTRIBUTION ............................................................................................................................................ S-42

TAXATION .................................................................................................................................................................. S-43

DESCRIPTION OF ADSs ............................................................................................................................................. S-48

EXPERTS ................................................................................................................................................................... S-55

Prospectus

Page

WHERE YOU CAN FIND MORE INFORMATION.................................................................................................................. 3
FORWARD-LOOKING STATEMENTS .................................................................................................................................. 3

ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES ............................................................................................................ 4

THE COMPANY.................................................................................................................................................................4

RATIO OF EARNINGS TO FIXED CHARGES .......................................................................................................................4

REASONS FOR THE OFFERING AND USE OF PROCEEDS .................................................................................................5

PROSPECTUS SUPPLEMENT ........................................................................................................................................... 5
SOUTH AFRICAN RESERVE BANK APPROVAL.................................................................................................................. 5

DESCRIPTION OF ORDINARY SHARES AND ADSS .......................................................................................................... 5

DESCRIPTION OF DEBT SECURITIES .............................................................................................................................. 5

DESCRIPTION OF WARRANTS .......................................................................................................................................19

DESCRIPTION OF RIGHTS TO PURCHASE ORDINARY SHARES ......................................................................................20
PLAN OF DISTRIBUTION ................................................................................................................................................20

LEGAL MATTERS ............................................................................................................................................................22
EXPERTS .......................................................................................................................................................................22

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ABOUT THIS PROSPECTUS SUPPLEMENT

This document consists of two parts. The first part is this prospectus supplement, which

describes the specific terms of this offering. The second part, the accompanying base prospectus,

presents more general information. Generally, when we refer only to the “prospectus”, we are referring to
the base prospectus, including the documents incorporated by reference in the base prospectus .

If the description of this offering varies between this prospectus supplement and the

accompanying prospectus, you should rely on the information in this prospectus supplement.

You should rely only on the information contained in this document or in one to which we have

referred you in this prospectus. We have not authorized anyone to provide you with information that is
different. This document may be used only where it is legal to sell these securities. The information in

this document may be accurat e only on the date hereof.

Unless the context requires otherwise, in this prospectus, the “Company”, “we” or “us” refers to

AngloGold Ashanti Limited and its consolidated subsidiaries.

In this prospectus supplement, references to rands, ZAR and R are to the lawful currency of the

Republic of South Africa, references to AUD dollars and A$ are to the lawful currency of Australia,
references to dollars or $ are to the lawful currency of the United States, references to cedi are to the

lawful currency of Ghana and references to BRL and real are to the lawful currency of Brazil.

WHERE YOU CAN FIND MORE INFORMATION

We file annual and other reports with the SEC. The SEC maintains a website

(http://www.sec.gov) on which our annual and other reports are made available. Such reports may also

be read and copied at the SEC’s public reference room at 100 F Street, N.E., Washington DC 20549.
Please call the SEC at +1-800-SEC-0330 for further information on the public reference room. You may

also read and copy these documents at the offices of the New York Stock Exchange, 20 Broad Street,
New York, New York 10005. You may also consult reports and other information about us that we file
pursuant to the rules of the JSE, the London Stock Exchange, Euronext Paris, the Ghana Stock
Exchange and the Australian Stock Exchange.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement includes “forward-looking information” within the meaning of
Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the

Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than
statements of historical fact are, or may be deemed to be, forward-looking statements, including, without

limitation, those concerning: the economic outlook for the gold mining industry; expectations regarding
spot and received gold prices, our strategy to reduce our gold hedging position including the extent and
effect of the hedge reduction; production, cash costs and other operating results; growth prospects and
outlook of our operations, individually or in the aggregate, including the completion and commencement
of commercial operations at our exploration and production projects and the completion of acquisitions
and dispositions; our liquidity and capital resources and expenditure, including our intention and ability to
refinance our $1 billion convertible bond; and the outcome and consequences of any pending litigation
proceedings. These forward-looking statements are not based on historical facts, but rather reflect our
current expectations concerning future results and events and generally may be identified by the use of
forward-looking words or phrases such as “believe”, “aim”, “expect”, “anticipate”, “intend”, “foresee”,
“forecast”, “likely”, “should”, “planned”, “may”, “estimated”, “potential” or other similar words and phrases.
Similarly, statements that describe our objectives, plans or goals are or may be forward-looking
statements.

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These forward-looking statements involve known and unknown risks, uncertainties and other

factors that may cause our actual results, performance or achievements to differ materially from the
anticipated results, performance or achievements expressed or implied by these forward-looking

statements. Although we believe that the expectations reflected in these forward-looking statements are
reasonable, no assurance can be given that such expectations will prove to have been correct.

The risk factors described herein could affect our future results, causing these results to differ

materially from those expressed in any forward-looking statements. These factors are not necessarily all
of the important factors that could cause our actual results to differ materially from those expressed in any
forward-looking statements. Other unknown or unpredictable factors could also have material adverse

effects on the future results.

You should review carefully all information, including the financial statements and the notes to the

financial statements, included in this prospectus supplement (and all documents incorporated herein by

reference). The forward-looking statements included in this prospectus supplement are made only as of
the last practicable date and the forward-looking statements in the documents incorporated by reference
are made only as of the last practicable date before the filing of such documents. We undertake no
obligation to update publicly or release any revisions to these forward-looking statements to reflect events

or circumstances after the date of this prospectus supplement or to reflect the occurrence of
unanticipated events. All subsequent written and oral forward-looking statements attributable to us or any

person acting on our behalf are qualified by the cautionary statement in this sec tion.

NON-GAAP FINANCIAL MEASURES

In this prospectus supplement and in documents incorporated by reference herein, we present

financial items such as “total cash costs”, “total cash costs per ounce”, “total production costs” and “total

production costs per ounce” that have been determined using industry standards promulgated by the
Gold Institute and are not measures under generally accepted accounting principles in the United States

(U.S. GAAP). An investor should not consider these items in isolation or as alternatives to any measure
of financial performance presented in accordance with U.S. GAAP either in this document or in any
document incorporated by reference herein.

While the Gold Institute has provided definitions for the calculation of “total cash costs”, “total

cash costs per ounce”, “total production costs” and “total production costs per ounce”, the definitions of
certain non-GAAP financial measures included herein may vary significantly from those of other gold
mining companies, and by themselves do not necessarily provide a basis for comparison with other gold
mining companies. However, we believe that total cash costs and total production costs in total by mine
and per ounce by mine are useful indicators to investors and management of a mine’s performance
because they provide:

•

an indication of profitability, efficiency and cash flows;

•

the trend in costs as the mining operations mature over time on a consistent basis; and

•

an internal benchmark of performance to allow for comparison against other mines, both within
the AngloGold Ashanti group and of other gold mining companies.

INCORPORATION BY REFERENCE

The SEC allows us to “incorporate by reference” the information we submit to it, which means

that we can disclose important information to you by referring you to certain documents filed with or
furnished to the SEC that are considered part of this prospectus through incorporation by reference.
Information that we file with or furnish to the SEC in the future and incorporate by reference will
automatically update and supersede the previously filed or furnished information. We incorporate by
reference the documents listed below and any future filings made with the SEC under Sections 13(a),

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13(c), 14, or 15(d) of the Exchange Act other than any portions of the respective filings that were

furnished, under applicable SEC rules, rather than filed, until we complete our offering:

•

Our annual report on Form 20-F for the year ended December 31, 2007;

•

Our Form 6-K relating to our unaudited condensed financial statements as of September 30,
2008 and for each of the nine month periods ended September 30, 2007 and 2008, prepared in
accordance with U.S. GAAP, and related management’s discussion, filed with the SEC on
December 8, 2008;

•

Any future reports on Form 6-K that indicate they are incorporated into this prospectus
supplement; and

•

Any future annual reports on Form 20-F that we may file with the SEC under the Exchange Act,
until we terminate this offering.

You may obtain a copy of these filings at no cost by writing or telephoning us at the following

address:

AngloGold Ashanti North America Inc.

7400 E. Orchard Road

Suite 350

Greenwood Village, CO 80111

Telephone: +1 303-889-0753

Fax: +1 303-889-0707

Email:

MPatterson@AngloGoldAshantiNA.com

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PROSPECTUS SUPPLEMENT SUMMARY

Company Overview

We are headquartered in Johannesburg, South Africa, and are a global gold company with a

diversified portfolio of assets in many key gold producing regions. As at December 31, 2007, we had gold
reserves of 72.2 million ounces. For the year ended December 31, 2007, we had consolidated total
revenues of $3,095 million, gold production of 5.5 million ounces and total cash costs of $367 per ounce.

We were formed following the consolidation of the gold interests of Anglo American plc ("AA plc"),

into a single company in 1998. At that time, our production and reserves were primarily located in South
Africa (97% of 1997 production and 99% of reserves as at December 31, 1997) and one of our objectives

was to achieve greater geographic and orebody diversity. Through a combination of mergers,
acquisitions, disposal initiatives and organic growth, and through the operations in which we have an
interest, we have developed a high quality, well diversified asset portfolio, including:

•

production from twenty operations in ten countries: Argentina, Australia, Brazil, Ghana, Guinea,
Mali, Namibia, South Africa, Tanzania and the United States;

•

production and reserves for the year ended December 31, 2007 of 57% and 57%, respectively,
from operations outside South Africa; and

•

production from a broad variety of orebody types as well as a variety of open-pit and underground
operations.

Our strategy in respect of this portfolio and our current strategic objectives are discussed below.

We (formerly AngloGold Limited) (Registration number 1944/017354/06) were incorporated in the

Republic of South Africa in 1944 under the name of Vaal Reefs Exploration and Mining Company Limited
and in South Africa we are subject to the South African Companies Act 61 of 1973, as amended. On
April 26, 2004, we acquired the entire issued share capital of Ashanti Goldfields Company Limited and
changed our name to AngloGold Ashanti Limited on the same day. Our principal executive office is

located at 76 Jeppe Street, Newtown, 2001 (P.O. Box 62117, Marshalltown, 2107) South Africa
(Telephone +27 11 637-6000).

Strategy

Our business strategy has three principal elements:

•

managing the business;

•

portfolio optimization and capital deployment; and

•

growing the business.

Managing the Business. We seek to enhance shareholder value through endeavoring to plan

and implement operating strategies that identify optimal ore body capability, applying appropriate
methods and design ensuring efficient operating performance, detailed planning and scheduling, coupled

with the application of best practices across all aspects of the production and service activities associated
with each asset. Safe work practices and working in compliance with industry and company standards

informs all aspects of our business process. Successfully managing the business means delivering on
our commitments, which includes ensuring safe work practices, meeting production targets on time and
within budget, managing our costs and associated escalations, maximizing revenues, which includes

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reducing our hedge commitments, whilst also seeking to ensure that our business partners share in the

value creation process.

•

Safety & Health. Safety is our first value, which is reflected in all leadership behaviors and is the
foundation on which we build all value enhancing processes in the business.

•

Managing Costs. We intend to manage our input costs taking into account revenues in order to
protect margins and returns on capital employed. In particular:

resource development strategies will be applied to ensure we maintain operating margins
over time and within the respective life cycle of assets. Initiatives include reviewing, and
interventions to improve, mining practices, both at under-performing operations and to

further improve performance at other operations;

we will endeavour to maintain core business costs below mean industry costs to ensure
appropriate downside risk on cash flow and returns in a volatile price environment.

These initiatives include our global procurement efforts.

•

Revenues. We will seek to ensure that we extract full value from our products by maximizing our
revenue through the following initiatives:

we are currently committed to reducing our hedge book in order that our shareholders
more fully benefit in gold price upside; and

where possible and appropriate, we support the beneficiation of our products, so as to
enhance value creation opportunities.

Portfolio Optimization and Capital Deployment. We also seek to optimize our operations

through effective capital deployment and asset management, supported by world class processes and
skills, which encompass good safety standards.

•

Optimizing Capital Deployment. We intend to allocate capital to leverage maximum value and
returns from existing assets and growth opportunities. With the goal of most efficiently deploying

capital effectively across our existing assets, we will review and rank internally each asset as part
of the annual business planning process.

•

Asset Management. We are developing a management framework that will seek to ensure that
maximum value is attained from each asset in our portfolio. We have developed a “pathway to

value” framework to highlight the key value drivers and opportunities at each of our operations.
Value optimization opportunities will be identified across the spectrum of scoping potential

(exploration), operating strategy and optimization, incorporating ore body capability, mining
methods and des ign and operating performance. These strategies are to be developed through
best practices with the aim of achieving an optimal output.

•

Growing the Business. We seek to further enhance shareholder value by:

-

leveraging our current ground holdings and asset positions through greenfields
exploration and brownfields exploration and development;

selectively pursuing merger and acquisition opportunities; and

maximizing the value of other commodities within our existing and developing asset

portfolio.

•

Greenfields and Brownfields Exploration and Development. We prioritize organic growth
through greenfields exploration and brownfields exploration and development leveraging our

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current ground holding and asset position as the most value efficient path to growth. During

2008, greenfields exploration activities are being undertaken in six countries: Australia, China,
Colombia, the Democratic Republic of Congo (“DRC”), the Philippines and Russia. Brownfields

exploration and/or brownfields development is currently underway at all of our operations.

Recent greenfields exploration successes include:

Colombia. In Colombia, we have developed a “3 level participation model” comprising
our own exploration initiatives, exploration joint ventures with established players and
equity positions in other exploration companies that are also active in Colombia. Our
land holding position in Colombia, which includes that held with our joint venture partners,
is approximately 37,500 square kilometers. Our exploration initiatives in Colombia

include La Colosa where a mineral resource has already been defined where it is
intended that a pre-feasibility study will commence in the first quarter of 2009, various

initiatives in partnership with B2Gold (in which we hold a 15.9% interest together with
warrants which could increase this interest to 26%) the most advanced of which is the
Gramolote Joint Venture in which we hold a 49% direct interest, as well as various
initiatives with Glencore.

Australia. The Tropicana Joint Venture covers approximately 12,000 square kilometers
and is located to the east and north east of Kalgoorlie in western Australia. Exploration
has already defined a mineral resource and a pre-feasibility study is currently underway

with completion anticipated in the second quarter of 2009. Reconnaissance exploration
drilling is also continuing in parallel within the area of the Tropicana Joint Venture.

DRC. Exploration activities undertaken in the 10,000 square kilometers Concession 40

tenement include the advancement of resource delineation drilling on the known
mineralization at the Mongbwalu deposit. A conceptual economic study for the

Mongbwalu deposit was completed by the end of 2007 and a pre-feasibility study has
commenced. In addition, drill testing of certain highest priority regional targets as well as
other exploration within the Concession 40 tenement is continuing.

We intend to leverage our “first mover” positions in greenfields exploration, with the focus

on building coherent regional portfolios, while continuing to access our land positions utilizing,
where possible, the “3 level participation model” as successfully implemented in Colombia.

Brownfields exploration, which is aimed at identifying ounces for production at or around

existing mines, is being undertaken around all of our current operations. In 2007, the most
successful brownfields exploration programs were undertaken in Ghana, the United States,
Australia and Guinea. We intend to increase our focus on brownfields opportunities with clear
accountability for delivery of brownfields exploration targets lying within our operating leadership.

In 2008, exploration expenditure is expected to be approximately $194 million, of which

approximately $96 million is expected to be spent on greenfields exploration and approximately
$98 million is expected to be spent on brownfields exploration. In 2007, exploration expenditure
amounted to $167 million, of which $92 million was spent on greenfields exploration and $75
million was spent on brownfields exploration.

Current key brownfields development initiatives approved or under consideration include

the following projects:

Boddington;

Mponeng Ventersdorp Contact Reef;

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TauTona Carbon Leader Reef (currently under review to possibly be combined with the
Mponeng Carbon Leader Reef project);

Mponeng Carbon Leader Reef;

Maob Khotsong phase II (Zaaiplaats);

Córrego do Sítio;

Lamego;

Obuasi Deeps;

Obuasi Tailings Sulphide Plant;

Iduapriem Plant Expansion; and

Mine Life Extension projects at Cripple Creek & Victor.

In 2008 we estimate that the total cost to continue to fund our existing development

projects, including those key projects listed above, will be approximately $1,219 to $1,275 million.
For further information regarding these projects, see “Item 4B. Business Overview” of our Form
20-F.

•

Mergers and Acquisitions. We intend to continue to pursue value accretive acquisition
opportunities with a view to enhancing our ground holding asset positions and our regional
presence and achieving further growth in our business.

•

Other Commodities. We produce uranium and silver as by -products of our existing gold
production and, once the Boddington mine commences gold production, we will also produce
copper and silver at this mine. We are increasing our uranium production with the upgrade of our
existing uranium plant located at our Vaal River operations, which upgrade will be commissioned
in 2009, as well as the ramp up of gold production at Moab Khotsong (with a similar increase and
ramp up of uranium production from this mine). Other uranium producing initiatives at both our
Vaal River and West Wits operations in South Africa are also under consideration. We may also
add further copper ore reserves and produce further copper from gold-copper deposits forming
part of our exploration portfolio.

Recent Developments

Rights Offering.

On May 23, 2008, we announced that we would proceed, subject to certain conditions, with an

approximate one-for-four renounceable, fully underwritten right s offering. The rights offering was
completed on July 11, 2008. In connection with the rights offering, we issued a total of 69,470,442 new
ordinary shares, in the form of ordinary shares and ADSs, and received approximate net proceeds, after
deducting the underwriters’ commission and other expenses, of ZAR13.1 billion ($1.7 billion).

The principal purpose of the rights offering was to provide us with additional financial resources to

improve our financial flexibility. In particular, the net proceeds from the rights offering have and will
continue to allow us both to significantly restructure and reduce our existing gold hedging position, which
has adversely affected our financial performance in recent years, while also being able to continue to fund
our principal development projects and exploration growth initiatives.

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Reducing our gold hedging position

Notwithstanding the steps we had taken to date, our gold hedging position continued to have a

significant adverse effect upon our financial performance. We believe that this had also negatively
affected the market price of our ordinary shares, further constraining our financial flexibility. In order to
address this issue, the directors resolved to reduce our gold hedging position significantly. In order to
achieve this reduction, we proposed to procure early settlement of certain contracts otherwise due to
mature in 2009 and 2010 during the course of 2008 in addition to settling contracts already due to mature
in 2008.

Following the successful completion of the rights offering, on July 14, 2008 we announced that

substantial progress had been made ahead of schedule in the reduction of our hedge book. During the
second quarter of 2008, we capitalized on a relatively weaker gold market to execute a com bination of
delivery into, and early settlement of, non -hedge derivative contracts. We reduced the number of
committed ounces by 4.4 million ounces, or 39%, from a total of 11.28 million ounces as at January 1,
2008 to 6.88 million ounces as at July 1, 2008 with the net delta of our gold hedge reducing from 10.39
million ounces as at January 1, 2008 to 6.54 million ounces as at June 30, 2008. As at September 30,
2008 the net delta hedge position was 5.79 million ounces. The total commitments of the hedge book as
at September 30, 2008 was 6.30 million ounces, a reduction of 0.58 million ounces from the position as at
June 30, 2008. As a result, we will be able to have significantly greater participation in the spot gold price
going forward.

During the final quarter of 2008 we intend to continue to deliver into outstanding contracts of

approximately 0.3 million ounces, thereby reducing the committed ounces in the hedge book to about 6.0
million ounces at year end.

In addition to the settlement of certain contracts during 2008, we also intend to restructure some

of the remainder of our hedge book in order to achieve greater participation in the spot price for gold
beyond 2009. The exact nature and extent of the restructuring will depend upon prevailing and
anticipated market conditions at the time, particularly the prevailing gold price and exchange rates as well
as other relevant economic factors.

Given the low committed prices of the contracts due to mature in 2008, 2009 and 2010 which are

or will be the subject of the hedge restructuring, we expect these continued measures to result in the
realization of previously recognized losses measured by the difference between the committed price of
the contracts and the prevailing gold price at the time that these contracts are settled.

As a consequence of the hedge restructuring we expect that the realized gold price (based on

product sales including realized non -hedge derivatives) will be at a discount to the spot price of
approximately 6% in 2009, assuming a prevailing spot gold price of approximately $900 per ounce. A
realized gold price (based on product sales including realized non-hedge derivatives) at a discount of
approximately 6% to the spot price would represent a significant improvement in the price receivable
when compared with the position prevailing prior to the hedge restructuring.

We also continue to give consideration to the early settlement of contracts not currently recorded

on our balance sheet (Normal Purchase Normal Sale Exemption (“NPSE”)) by means of physical delivery.
Such early settlement, if it were to occur, would result in a significant adverse impact on the revenues
recorded in our income statement, as sales that would have otherwise been executed at the spot price of
gold will be replaced with sales based on the contracted prices of such NPSE contracts that are settled.
Should we conclude that such early physical settlement of NPSE contracts represents a tainting event,
we would be required to recognize on balance sheet the fair value of a portion of, or potentially all of the
existing NPSE contracts, which would result in a significant adverse impact on our financial statements.

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No such conclusion has yet been made by us and we are still considering the potential impact of any
suc h transaction.

In addition to the restructuring and reduction of our gold hedge position, we have taken, and

continue to take, steps to increase our participation in the higher prevailing spot prices for gold or that will
also allow us to reduce our hedge position as a percentage of our current or future gold production,
including:

•

Continuing to deliver into maturing gold hedges or implementing hedge buy-backs thereby
reducing our gold hedge position over time.

•

Acquiring minority interests at our existing mines and pursuing other merger and acquisition
opportunities with a view to increasing our level of gold production and our ore reserves, thereby
reducing our total hedged position as a percentage of our total gold production and ore reserves.
For example:

During the fourth quarter of 2007 we acquired the remaining 15% minority interest in the
Iduapriem & Teberebie (Iduapriem) mine in Ghana.

On July 1, 2008, we acquired 100% of Golden Cycle Gold Corporation ("GCGC"), which
will allow us to continue to consolidate 100% ownership of the CC&V mine in Colorado.

On July 31, 2008, we announced the proposed acquisition of the São Bento mine,
located adjacent to the proposed Córrego do Sítio mine, from Eldorado Gold Corporation
(“Eldorado”). This transaction was completed on December 15, 2008. We believe that
the acquisition of the São Bento mine will provide us with the potential to double the scale
of the Córrego do Sítio project.

•

Increasing brownfields exploration and development programs, both in and around our existing
mine sites, with a view to increasing our gold production and ore reserves, thereby reducing our
total hedged position as a percentage of our total ore reserves. Over the past two years, our total
ore reserves have increased from 63.3 million ounces to 72.2 million ounces (net of depletion of
approximately 11.1 million ounces). As at September 30, 2008, our hedge commitments
represented approximately 8.7% of our ore reserves estimated as at December 31, 2007.

•

Continuing to increase our greenfield exploration activities in new geographical areas. In 2008,
the majority of our greenfields exploration expenditure of approximately $96 million is expected to
be incurred in Australia (at Tropicana), in Colombia (at our wholly owned and joint venture
properties) and in the DRC (both at Mongbwalu and under exploration throughout Concession
40). Given exploration successes at certain of our greenfields exploration projects to date, we
expect that in the foreseeable future some of these exploration projects are likely to add to our
ore reserves and medium to longer term gold production.

•

Identified, as part of a recently completed asset review, those assets which are no longer
considered to be consistent with our desired asset profile. We intend to sell or restructure these
assets over approximately the next six to twelve months. We expect that the reduced funding
requirements of these assets, together with the proceeds from any asset sales, will further
enhance our financial position and flexibility and may allow further reductions of our gold hedge
position. In this regard we are currently implementing sales processes for the sale of Tau Lekoa
mine, Weltevreden and Goedgenoeg prospects in South Africa, as well as certain uranium
bearing tailings assets located at our West Wits operation in South Africa.

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Funding our development projects and exploration initiatives

In addition to restructuring and reducing our gold hedge position, a portion of the net proceeds

from the rights offering may be applied to the funding of our existing development projects and
exploration initiatives consistent with our strategic objective of pursuing growth initiatives to enhance our
shareholder value.

In 2008, exploration expenditure is expected to be approximately 194 million, of which

approximately $96 million is expected to be spent on greenfields exploration and approximately $98
million is expected to be spent on brownfields exploration.

We estimate that the total cost to continue to fund our existing development projects will be

approximately $1,219 to $1,275 million in 2008.

Acquisition of Golden Cycle Gold Corporation

At a special meeting held on June 30, 2008, shareholders of Golden Cycle Gold Corporation, or

GCGC, approved the merger of GCGC with one of our wholly-owned subsidiaries by way of a statutory
merger under Colorado law. As a result of the transaction, which became effective on July 1, 2008, we
have acquired 100% ownership of Cripple Creek & Victor Gold Mining Company. We have issued
3,181,198 ordinary shares to the former shareholders and option holders of GCGC in connection with the
transaction.

Sale of Interest in Nufcor International Limited and Cancellation of Certain Uranium

Commodity Contracts

We have sold our 50% interest in Nufcor Int ernational Limited to Constellation Energy

Commodities Group with effect from June 26, 2008 for net proceeds of $50 million. The sale of this
London-based uranium marketing, trading and advisory business enables us to focus on our core gold
and uranium mining business. We retained our 100% interest in Nuclear Fuels Corporation of South
Africa (Proprietary) Limited, our South African-based calcining business.

We have also cancelled 1.0 million pounds of our outstanding uranium contracts, which together

with the deliveries effected since the start of the year represent a reduction of 30% of uranium contracts
that were outstanding as at January 1, 2008. This cancellation, which resulted in a one-off pre-tax charge
of $32 million against earnings for the second quarter of 2008, will result in us beginning to participate in
the uranium spot market from 2009.

Senior Management Changes

On May 6, 2008 we announced the retirement of Elisabeth Bradley from our board of directors.

On July 1, 2008, we announced the retirement of Peter Rowe, former Executive Vice President –

Business Effectiveness, as well as the following changes to our senior management:

•

Tony O’Neill was appointed to the position of Executive Vice President – Business and Technical
Development and as a member of AngloGold Ashanti’s Executive Committee. Mr. O’Neill
consulted for AngloGold Ashanti from 2007 to his appointment in July 2008. Previously, Mr.
O’Neill worked for seven years as executive operations manager for Newcrest Mining and for four
years as executive general manager for the gold division of Western Mining Corporation.

•

Richard Duffy, formerly Executive Vice President – Business Development, was appointed to the
position of Executive Vice President – Africa.

S-11

•

Robbie Lazare, formerly Executive Vice President – Africa, was appointed to the position of
Executive Vice President – Human Resources.

•

Nigel Unwin, formerly Executive Vice President – Organizational Development, was appointed to
the position of Executive Vice President – Corporate Services.

On July 29, 2008, we announced the retirement of Simon Thompson from our board of directors.

Acquisition of São Bento Gold Company Limited

On December 15, 2008, we completed the acquisition of 100% of São Bento Gold Company

Limited, or São Bento Gold, from São Bento Holdings Limited, a wholly-owned subsidiary of the selling

shareholder, for total consideration of $70 million. The purchase price was settled by the delivery to São
Bento Holdings Limited of 2,701,660 of our ordinary shares.

São Bento Gold indirectly holds the São Bento mine, a Brazilian gold operation located in the

immediate vicinity of our proposed Córrego do Sítio mine where we are currently investigating the viability
of exploiting the potential sulphide ore resources of the Córrego do Sítio underground ore bodies. Prior to

the acquisition of the São Bento Gold, it was expected the Córrego do Sítio would produce approximately
100,000 ounces of gold annually over 14 years with production scheduled to commence in mid 2011.
The acquisition of São Bento Gold provides us with the potential to double the scale of the Córrego do
Sítio project. Initially it is envisaged that ore from Córrego do Sítio will be treated in the São Bento

process plant using a refurbished and modified circuit of milling and flotation with the concentrate being
transported to AngloGold Ashanti Mineracão Ltda's Quieroz plant. Following a planned exploration

program, we expect that an expansion of the São Bento plant could be implemented in 2013 that will
allow for the full treatment of ore (and production of gold) from ore bodies both at the Córrego do Sítio
and São Bento mines at the São Bento process plant, at which point gold production from the expanded
Córrego do Sítio project could exceed 200,000 ounces per annum.

Refinancing Our Convertible Bond

It was our intention to refinance the $1 billion convertible bond issued by our wholly-owned

subsidiary AngloGold Ashanti Holdings plc with the proceeds of a new equity linked instrument prior to its

maturity on February 27, 2009. However, global capital market conditions have been, and continue to be,
disrupted and volatile and in recent months the volatility and lack of liquidity in global capital markets

reached unprecedented levels. In light of these market conditions, on October 30, 2008 we announced
that we were actively exploring a broader range of refinancing options, including bridge financing, further
debt financing and additional asset sales as well as reviewing discretionary capital expenditures.

On November 20, 2008, our wholly-owned subsidiary AngloGold Ashanti Holdings plc entered

into a $1 billion syndicated term loan facility agreement to refinance the $1 billion convertible bond. The
term loan facility is available to be drawn during February 2009. The term loan facility is for an initial one
year period from the date of the first drawdown in February 2009 and is extendible, if required, at the

option of AngloGold Ashanti Holdings plc until November 30, 2010. The amounts drawn under the term
loan facility will bear an interest margin over the lenders’ capped cost of funds of 4.25% for the first six

months after the first drawdown and 5.25% thereafter. Interest is payable quarterly. We and our wholly-
owned subsidiaries AngloGold Ashanti USA Incorporated and AngloGold Ashanti Australia have each
guaranteed all payments and other obligations of AngloGold Ashanti Holdings plc under the term loan
facility. The term loan facility will provide management with additional time to secure a longer term, cost

effective refinancing of the $1 billion convertible bond, including the possible sales of significant assets
that we regard as non-strategic. Our interest expense will increase substantially as a result of the higher

interest rates and fees associated with the new term loan facility.

S-12

Summary Financial Data

The summary financial information set forth below for the years ended December 31, 2005, 2006
and 2007 and as at December 31, 2006 and 2007 has been derived from, and should be read in
conjunction with, the U.S. GAAP financial statements included in our Form 20-F for the year ended
December 31, 2007 incorporated by reference in this prospectus supplement. The summary financial
information for the years ended December 31, 2003 and 2004 and as at December 31, 2003, 2004 and
2005 has been derived from the U.S. GAAP financial statements not included herein. The summary
financial information for the nine months ended September 30, 2007 and 2008 and as at September 30,
2008 has been derived from, and should be read in conjunction with, the unaudited condensed
consolidated U.S. GAAP financial statements included in our report on Form 6-K submitted to the SEC on
December 8, 2008 incorporated by reference in this prospectus supplement, which condensed
consolidated financial statements do not include a full set of related notes, as would be required under
U.S. GAAP.

Year ended December 31,

Nine months ended

September 30,

2003

(1)(2)(3)

2004

(4)(5)

2005

2006

(6)

2007

(7)

2007

(unaudited)

2008

(8)

(unaudited)

(in $ millions, except per share amounts)

Consolidated statement of
income

Sales and other income

1,670

2,151

2,485

2,715

3,095

2,290

2,848

Product sales

(9)

1,641

2,096

2,453

2,683

3,048

2,259

2,787

Interest, dividends and other

Costs and expenses

1,329

2,176

2,848

2,811

3806

2,432

2,820

Operating costs

(10)

1,135

1,517

1,842

1,785

2,167

1,534

1,806

Royalties

Depreciation, depletion and
amortization

247

445

593

699

655

459

455

Impairment of assets

141

Interest expense

Accretion expense

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

taxes and other

(55)

(14)

(3)

(36)

(24)

(63)

Mining contractor termination
costs

Non-hedge derivative
(gain)/loss

(114)

123

142

208

808

343

483

Income/(loss) from continuing
operations before income tax,

equity income, minority interests
and cumulative effect of
accounting change

341

(25)

(363)

(96)

(711)

(142)

Taxation (expense)/benefit

(143)

132

121

(122)

(118)

(106)

(91)

Minority interest

(17)

(22)

(23)

(29)

(28)

(22)

(35)

Equity income/(loss) in affiliates

(101)

Income/(loss) from continuing
operations before cumulative

effect of accounting change

252

108

(226)

(148)

(816)

(250)

(199)

Discontinued operations

(2)

(11)

(44)

(4)

S-13

Year ended December 31,

Nine months ended

September 30,

2003

(1)(2)(3)

2004

(4)(5)

2005

2006

(6)

2007

(7)

2007

(unaudited)

2008

(8)

(unaudited)

(in $ millions, except per share amounts)

Income/(loss) before cumulative
effect of accounting change

250

(270)

(142)

(814)

(254)

(175)

Cumulative effect of accounting
change

(3)

(22)

Net income/(loss) - applicable to
ordinary stockholders

247

(292)

(142)

(814)

(254)

(175)

Other financial data

Basic earnings/(loss) per
ordinary share (in $)

(11)

From continuing operations

1.13

0.43

(0.85)

(0.54)

(2.93)

(0.89)

(0.66)

Discontinued operations

(0.01)

(0.04)

(0.17)

0.02

0.01

(0.01)

0.08

Before cumulative effect of

accounting change

1.12

0.39

(1.02)

(0.52)

(2.92)

(0.90)

(0.58)

Cumulative effect of accounting
change

(0.01)

(0.08)

Net income/(loss) – applicable
to ordinary stockholders

1.11

0.39

(1.10)

(0.52)

(2.92)

(0.90)

(0.58)

Diluted earnings/(loss) per
ordinary share (in $)

(11)

From continuing operations

1.13

0.42

(0.85)

(0.54)

(2.93)

(0.89)

(0.66)

Discontinued operations

(0.01)

(0.04)

(0.17)

0.02

0.01

(0.01)

0.08

Before cumulative effect of
accounting change

1.12

0.38

(1.02)

(0.52)

(2.92)

(0.90)

(0.58)

Cumulative effect of accounting
change

(0.01)

(0.08)

Net income/(loss) – applicable

to ordinary stockholders

1.11

0.38

(1.10)

(0.52)

(2.92)

(0.90)

(0.58)

Dividend per ordinary share

(cents)

133

As at December 31,

2003

(1)(2)(3)

2004

(4)(5)

2005

2006

(6)

2007

(7)

As at

September 30,

2008

(8)

(unaudited)

(in $ millions, except share and per share amounts)

Consolidated balance
sheet data (as at period

end)

Cash and cash equivalents
and restricted cash

479

302

204

482

514

615

Other current assets

822

1,115

1,197

1,394

1,599

1,605

Property, plants and
equipment, deferred
stripping, and acquired

properties, net

3,037

6,654

6,439

6,266

6,807

6,832

S-14

As at December 31,

2003

(1)(2)(3)

2004

(4)(5)

2005

2006

(6)

2007

(7)

As at

September 30,

2008

(8)

(unaudited)

(in $ millions, except share and per share amounts)

Goodwill and other
intangibles, net

226

591

550

566

591

588

Materials on the leach pad
(long-term)

116

149

190

251

Other long-term assets,
derivatives, deferred taxation

assets and other long-term

inventory

772

712

607

656

680

589

Total assets

5,343

9,396

9,113

9,513

10,381

10,480

Current liabilities

1,116

1,469

1,874

2,467

3,795

3,624

Provision for environmental
rehabilitation

124

209

325

310

394

363

Deferred taxation liabilities

789

1,518

1,152

1,275

1,345

1,217

Other long-term liabilities,

and derivatives

1,194

2,295

2,539

2,092

2,232

1,306

Minority interest

Stockholders’ equity

2,068

3,846

3,163

3,308

2,552

3,891

Total liabilities and
stockholders’ equity

5,343

9,396

9,113

9,513

10,381

10,480

Capital stock (exclusive of
long-term debt and

redeemable preferred stock)

Number of ordinary shares
as adjusted to reflect

changes in capital stock

223,136,342

264,462,894

264,938,432

276,236,153

277,457,471

350,677,750

Net assets

2,120

3,905

3,223

3,369

2,615

3,970

(1)

Excludes the financial condition of the Amapari Project sold with effect from May 19, 2003.

(2)

Excludes the Gawler Craton Joint Venture sold with effect from June 6, 2003.

(3)

Excludes the results of operations and financial condition of the Jerritt Canyon Joint Venture sold with effect from June 30, 2003.

(4)

Includes the results of operations and financial condition of Ashanti as of April 26, 2004.

(5)

Excludes the results of operations and financial condition of the Freda-Rebecca mine sold with effect from September 1, 2004.

(6)

Excludes the results of operations and financial condition of Bibiani mine sold with effect from December 28, 2006.

(7)

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

(8)

Includes the acquisition of the remaining 33% shareholding in the Cripple Creek & Victor Gold Mining Company with effect from July 1, 2008.

(9)

Product sales represent revenue from the sale of gold.

(10) Operating costs include production costs, exploration costs, related party transactions, general and administrative, market development costs,

research and development, employment severance costs and other.

(11) The calculations of basic and diluted earnings/(loss) per common share are described in note 9 to the consolidated financial statements

“(loss)/earnings per common share” found in our Form 20-F. Amounts reflected exclude E Ordinary shares.

For further information regarding footnotes (1) through (7) see “Item 4A. History and development of the company” of our

Form 20-F.

S-15

Summary Operating Data

In accordance with the preferred position of the SEC, based on the estimated average of gold

price and exchange rates $1.00=ZAR6.72 and $1.00=A$1.28 for the three years ended December 31,
2007 which yields gold prices of around $582 per ounce and our proved and probable ore reserves have
been determined to be 72.2 million ounces as at December 31, 2007. During the course of 2007,
consistent with our intention to audit the ore reserves at all of our operations on the basis that the ore
reserves at all operations are reviewed over any three-year period, we conducted an audit of our reported
reserves in respect of six of our operations. The audit identified no material shortcomings in the process
by which our reserves were evaluated. The audit of ore reserves for those operations selected for review
during 2008 is currently in progress.

Presented in the table below are selected operating data for us for each of the three years ended

December 31, 2005, 2006 and 2007 and the nine months ended September 30, 2007 and 2008.

Year ended December 31

Nine months ended September 30

2005

2006

2007

2008

Total attributable gold production (000 ounces)

(1)

6,166

5,635

5,477

4,109

3,714

Total cash costs ($ per ounce)

(1)(2)

281

321

367

n/a

Total production costs ($ per ounce)

(1)(2)

398

452

504

n/a

Production costs ($ million)

1,642

1,539

1,917

n/a

Capital expenditure ($ million)

(1)

722

817

1,059

720

899

(1)

Including equity accounted joint ventures for management reporting purposes.

(2)

“Total cash costs per ounce” and “total production costs per ounce” have been determined using industry standards
promulgated by the Gold Institute and are not measures under U.S. GAAP. We believe that total cash costs and total
production costs per ounce, expressed in the aggregate or on a mine-by-mine basis, are useful indicators to investors and

management of a mine’s performance because they provide:

•

an indication of profitability, efficiency and cash flows;

•

the trend in costs as the mining operations mature over time on a consistent basis; and

•

an internal benchmark of performance to allow for comparison against other mines, both within our group and of other
gold mining companies.

However, an investor should not consider these items in isolation or as alternatives to any measure of financial performance
presented in accordance with U.S. GAAP either in this document or in any document incorporated by reference herein.

A reconciliation of total cash costs per ounce and total production costs per ounce to production costs in accordance with U.S.
GAAP for the years ended December 31, 2005, 2006 and 2007 is presented in “Reconciliation of Total Cash Costs and Total

Production Costs to Financial Statements”.

We do not report total cash costs per ounce or total production costs per ounce derived from our U.S. GAAP results on a

quarterly basis.

S-16

RISK FACTORS

This section describes some of the risks that could materially affect an investment in the ordinary

shares being offered. You should read these risk factors in conjunction with the detailed discussion of
risk factors starting on page 15 in our Form 20-F, and those identified in our future filings with the SEC,

incorporated herein by reference. Additional risk factors not presently known to us or that we currently
deem immaterial may also impair our business operations.

Risks related to the gold mining industry generally

The profitability of our operations, and the cash flows generated by these operations, are
significantly affected by changes in the market price for gold, which has experienced significant
volatility in recent months.

The market price for gold can fluctuate widely. These fluctuations are caused by numerous

factors beyond our control, including:

•

speculative positions taken by investors or traders in gold;

•

changes in the demand for gold as an investment;

•

changes in the demand for gold used in jewelry and for other industrial uses;

•

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

•

financial market expectations regarding the rate of inflation;

•

the strength of the 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 and the International Monetary Fund;

•

gold hedging and de-hedging by gold producers;

•

global or regional political or economic events; and

•

costs of gold production in major gold-producing nations in which we have operations, such as
South Africa, the United States and Australia.

The price of gold is often subject to sharp, short-term changes resulting from speculative

activities. While the overall supply of and demand for gold can affect its market price, because of the
considerable size of above-ground stocks of the metal in comparison to other commodities, these factors
typically do not affect the gold price in the same manner or degree that the supply of and demand for
other commodities tends to affect their market price.

The following table presents the annual high, low and average afternoon fixing prices over the

past ten years, expressed in dollars, for gold per ounce on the London Bullion Market:

S-17

Year

High

Low

Average

1998

314

273

287

1999

340

252

278

2000

317

262

279

2001

298

253

271

2002

347

278

310

2003

417

320

364

2004

456

371

410

2005

538

412

445

2006

725

525

604

2007

845

602

697

2008 (through December 12, 2008)

1,011

713

869

Source of data: Metals Week, Reuters and London Bullion Market Association.

The market price of gold has experienced significant volatility in recent months. During the third

quarter of 2008, the gold price traded from a high of $988 per ounce to a low of $736 per ounce, and from
October 1, 2008 through November 30, 2008 traded from a high of $904 per ounce to a low of $713 per
ounce. On December

, 2008, the afternoon fixing price of gold on the London Bullion Market was $827

per ounce. A sustained period of significant gold price volatility may adversely affect our ability to
evaluate the feasibility of undertaking new capital projects or continuing existing operations or to make
other long-term strategic decisions.

In addition to the spot price of gold, a portion of our gold sales is determined at prices in

accordance with the various hedging contracts that we have entered into, or may enter into, with various
gold hedging counterparts.

If revenue from gold sales falls below the cost of production for an extended period, we may

experience losses and be forced to curtail or suspend some or all of our capital projects or existing
operations, particularly those operations having operating costs that are flexible to such short- to medium-
term curtailment or closure, or change our past dividend payment policies. In addition, we would have to

assess the economic impact of low gold prices on our ability to recover any losses that may be incurred
during that period and on our ability to maintain adequate cash reserves.

The profitability of our operations, and the cash flows generated by these operations, are

significantly affected by the fluctuations in the price of input production factors, many of which
are linked to the price of oil and steel.

Fuel, power and consumables, including diesel, heavy fuel oil, chemical reagents, explosives and

tires, which are used in mining operations form a relatively large part of the operating costs of any mining
company. The cost of these consumables is linked, to a greater or lesser extent, to the price of oil.

We have estimated that for each $1 per barrel rise in the oil price, the average cash costs of all

our operations increases by approximately $0.61 per ounce with the cash costs of certain of our mines,
which are more dependent on fuel, being more sensitive to changes in the price of oil.

Furthermore, the cost of steel, which is used in the manufacture of most forms of fixed and mobile

mining equipment, is also a relatively large contributor to the operating costs and capital expenditure of a
mining company.

Fluctuations in the price of oil and steel have a significant impact upon operating cost and capital

expenditure estimates and, in the absence of other economic fluctuations, could result in significant
changes in the total expenditure estimates for new mining projects or render certain projects non-viable.
We have no influence over the price of fuel, chemical reagents, explosives, steel and other commodities

used in our mining activities.

S-18

Our operations and development projects could be adversely affected by shortages of, as well as

the lead times to deliver, strategic spares, critical consumables, heavy mining equipment and
metallurgical plant.

Due to the significant increase in the world’s demand for commodities, the global mining industry

is experiencing an increase in production capacity both in terms of expansions at existing, as well as the
development of new, production facilities.

This increase in expansion capacity has taken place, in certain instances, without a concomitant

increase in the capacity for production of certain strategic spares, critical consumables and mining and
processing equipment used to operate and construct mining operations, resulting in shortages of and an
increase in the lead times to deliver these items.

In particular, we and other gold mining companies have experienced shortages in critical

consumables like tires for mobile mining equipment, underground support, as well as certain critical
spares for both mining equipment and processing plants including, for example, gears for the ball-mills.

In addition, we have experienced an increase in delivery times for these and other items. These
shortages have also resulted in unanticipated increases in the price of certain of these and other items.

Shortages of critical spares, consumables and equipment result in delays and production shortfalls.
Increases in prices result in an increase in both operating costs and the capital expenditure to develop
mining operations.

While suppliers and equipment manufacturers may increase capacity to meet the increased

demand and therefore alleviate both shortages of, and time to deliver, strategic spares, critical
consumables and mining and processing equipment, individually the companies have limited influence
over manufacturers and suppliers. Consequently, shortages and increased lead times in delivery of

strategic spares, critical consumables, heavy mining and certain processing equipment could have an
adverse impact upon our results of operations and our financial condition.

Gold companies face many risks related to their operations (including their exploration and

development activities) that may adversely affect their cash flows and overall profitability.

Uncertainty and cost of mineral exploration and acquisitions

Exploration activities are speculative and are often unproductive. These activities also often

require substantial expenditure to:

•

establish the presence, and to quantify the extent and grades (metal content), of mineralized
material through exploration drilling;

•

determine appropriate metallurgical recovery processes to extract gold from the ore;

•

estimate ore reserves;

•

undertake feasibility studies and estimate the technical and economic viability of the project; and

•

construct, renovate or expand mining and processing facilities.

Once gold mineralization is discovered it can take several years to determine whether ore

reserves exist. During this time the economic feasibility of production may change owing to fluctuations in
factors that affect revenue, as well as cash and other operating costs.

We evaluate from time to time the acquisition of ore reserves, development properties and

operating mines, either as stand-alone assets or as part of companies. Our decisions to acquire these
properties have historically been based on a variety of factors including historical operating results,

S-19

estimates of and assumptions regarding the extent of ore reserves, cash and other operating costs, gold

prices and projected economic returns and evaluations of existing or potential liabilities associated with
the property and its operations and how these may change in the future. Other than historical operating

results, all of these parameters are uncertain and have an impact upon revenue, cash and other
operating issues, as well as the uncertainties related to the process used to estimate ore reserves. In
addition, there is intense competition for the acquisition of attractive mining properties.

As a result of these uncertainties, the exploration programs and acquisitions engaged in by us

may not result in the expansion or replacement of the current production with new ore reserves or
operations. This could adversely affect the results of our operations and our financial condition.

Development risks

Our profitability depends, in part, on the actual economic returns and the actual costs of

developing mines, which may differ significantly from our current estimates. The development of our
mining projects may be subject to unexpected problems and delays.

Our decision to develop a mineral property is typically based, in the case of an extension or, in

the case of a new development, on the results of a feasibility study. Feasibility studies estimate the
expected or anticipated project economic returns.

These estimates are based on assumptions regarding:

•

future gold, other metal and uranium prices;

•

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

•

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

•

anticipated capital expenditure and cash operating costs; and

•

the required return on investment.

Actual cash operating costs, production and economic returns may differ significantly from those

anticipated by such studies and estimates. Operating costs and capital expenditure are determined
particularly by the costs of the commodity inputs, including the cost of fuel, chemical reagents, explosives,
tires and steel that are consumed in mining activities and credits from by-products. There are a number
of uncertainties inherent in the development and construction of an extension to an existing mine, or in

the development and construction of any new mine. In addition to those discussed above these
uncertainties include:

•

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

•

the availability and cost of skilled labor, 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.

S-20

The costs, timing and complexities of mine development and construction can increase because

of the remote location of many mining properties. New mining operations could experience unexpected
problems and delays during development, construction and mine start-up. In addition, delays in the

commencement of mineral production could occur. Finally, operating cost and capital expenditure
estimates could fluctuate considerably as a result of fluctuations in the prices of commodities consumed
in the construction and operation of mining projects. Accordingly, our future development activities may
not result in the expansion or replacement of current production with new production, or one or more of
these new production sites or facilities may be less profitable than currently anticipated or may not be
profitable at all.

The shortage of skilled labor may also impede our exploration and development projects.

Ore reserve estimation risks

We undertake annual revisions to our ore reserve estimates based upon actual exploration and

production results, depletion, new information on geology and fluctuations in production, operating and

other costs and economic parameters such as gold price and exchange rates. Ore reserve estimates are
not precise calculations and are dependent on the interpretation of limited information on the location,

shape and continuity of the occurrence and on the available sampling results. These factors may result in
reductions in our ore reserve estimates, which could adversely affect the life-of-mine plans and
consequently the total value of our mining asset base and, as a result, have an adverse effect upon the
market price of our ordinary shares and ADSs.

Production or mining industry risks

Gold mining is susceptible to numerous events that may have an adverse impact on a gold

mining business, its ability to produce gold and meet its production targets. These events include, but are
not limited to:

•

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

•

industrial accidents;

•

underground fires;

•

labor disputes;

•

activities of illegal or artisanal miners;

•

electrical power interruptions;

•

encountering unexpected geological fo rmations;

•

unanticipated ground and water conditions;

•

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

•

fall-of-ground accidents in underground operations;

•

failure of mining pit slopes and tailings dam walls;

•

legal and regulatory restrictions and changes to such restrictions;

•

seismic activity; and

S-21

•

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

Seismic activity is of particular concern to the gold mining industry in South Africa, in pa rt

because of the large percentage of deep-level gold mines. To understand and manage this risk, we use
sophisticated seismic and rock mechanics technologies.

Despite the implementation of this technology and modifications to mine layouts and support

technology with a view to minimizing the incidence and impact of seismic activity, seismic events have in
the past, and may in the future, cause the death of, or personal injury to, miners and other employees, as

well as the loss of mining equipment, damage to or destruction of mineral properties or production
facilities, production disruptions, monetary losses, environmental damage and potential legal liabilities
both within South Africa and elsewhere where seismic activity may be a factor. As a result, thes e events

may have a material adverse effect on our operational results and our financial condition. For example, in
the fourth quarter of 2007 we encountered unanticipated delays and a shortfall in production of

approximately 55,000 ounces as a result of these events.

Gold mining companies are increasingly required to consider and ensure the sustainable
development of, and provide benefits to, the communities and countries in which they operate.

As a consequence of public concern about the perceived ill effects of economic globalization,

business generally and in particular large multinational corporations face increasing public scrutiny of
their activities.

These businesses are under pressure to demonstrate that, as they seek to generate satisfactory

returns on investment to shareholders, other stakeholders – including employees, communities
surrounding operations and the countries in which they operate – benefit, and will continue to benefit from

these commercial activities, which are also expected to minimize or eliminate any damage to the interests
of those stakeholders.

These pressures tend to be applied most strongly against companies whose activities are

perceived to have a high impact on their social and physical environment. The potential consequences of
such pressures, especially if not effectively managed, include reputational damage, legal suits and social
spending obligations. All of these factors could have a material adverse effect on our results of
operations and our financial condition.

The South African Department of Minerals and Energy has embarked on an audit strategy with

the objective of helping mines to develop programs to improve health and safety. Audits have been
conducted and a number of working place compliance stoppages have occurred. These instances have

had a short-term adverse impact on gold production. Future stoppages could have a similar negative
impact on production.

Gold mining operations are subject to extensive health and safety laws and regulations.

Gold mining operations are subject to a variety of industry-specific health and safety laws and

regulations depending upon the jurisdiction in which they are located. These laws and regulations are

formulated to improve and to protect the safety and health of employees. If these laws and regulations
were to change and, if as a result, material additional expenditure were required to comply with such new
laws and regulations, it could adversely affect our results of operations and our financial condition.

Gold mining companies are subject to extensive environmental laws and regulations.

Gold mining companies are subject to extensive environmental laws and regulations in the

various jurisdictions in which they operate. These regulations establish limits and conditions on gold

producers’ ability to conduct their operations. The cost of our compliance with environmental laws and
regulations has been significant and is expected to continue to be significant.

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Gold mining companies are required to close their operations and rehabilitate the lands that they

mine in accordance with environmental laws and regulations. Estimates of the total ultimate closure and
rehabilitation costs for gold mining operations are significant and based principally on current legal and

regulatory requirements that may change materially. Environmental liabilities are accrued when they are
known, probable and can be reasonably estimated. Increasingly, regulators are seeking security in the
form of cash collateral or bank guarantees in respect of environmental obligations, which could have an
adverse effect on our financial condition.

Environmental laws and regulations are continually changing and are generally becoming more

restrictive. If our environmental compliance obligations were to change as a result of changes in the laws

and regulations or in certain assumptions we make to estimate liabilities, or if unanticipated conditions
were to arise in our operations, our expenses and provisions would increase to reflect these changes. If
material, these expenses and provisions could adversely affect our results of operations and our financial
condition.

Risks related to our operations

We face many risks related to our operations that may affect our cash flows and overall profitability.

We use gold hedging instruments and have entered into long term sales contracts, which may

prevent us from realizing all potential gains resulting from subsequent commodity price increases
in the future. Our reported financial condition could be adversely affected as a result of the need
to fair value all of our hedge contracts.

We currently use gold hedging instruments to fix the selling price of a portion of our anticipated

gold production and to protect revenues against unfavorable gold price and exchange rate movements.
While the use of these instruments may protect against a drop in gold prices and exchange rate
movements, it will do so for only a limited period of time and only to the extent that the hedge remains in

place. The use of these instruments may also prevent us from fully realizing the positive impact on
income from any subsequent favorable increase in the price of gold on the portion of production covered

by the hedge and of any subsequent favorable exchange rate movements.

A significant number of our forward sales contracts are not treated as derivatives and fair valued

on the financial statements as they fall under the normal purchase sales exemption. Should we fail to

settle these contracts by physical delivery, then we may be required to account for the fair value of a
portion, or potentially all of, the existing contracts in the financial statements. This could adversely affect
our reported financial condition.

We have significantly reduced, and intend to further reduce, our gold hedging position, which will
substantially reduce our protection against future declines in the market price of gold.

We have traditionally used gold hedging instruments to protect the selling price of some of our

anticipated sales against declines in the market price of gold. The use of these instruments has

prevented us from fully participating in the significant increase in the market price of gold in recent years.
Since 2001, we have been reducing our hedge commitments through hedge buy-backs (limited to non-

hedge derivatives), physical settlement of maturing contracts and other restructurings in order to provide
greater participation in a rising gold price environment.

Notwithstanding the steps we have taken to date, our gold hedging position has continued to

have a significantly adverse effect upon our financial performance. In order to address this, we have
settled certain contracts otherwise due to mature in 2009 and 2010 during the course of 2008 in addition
to settling contracts due to mature in 2008. In addition to the settlement of the aforementioned contracts
during 2008, we also intend to restructure some of the remainder of our hedge book in order to achieve

greater participation in the spot price for gold beyond 2009. For a description of our plans to reduce our
gold hedging position, and the progress we have achieved to date, see "Prospectus Supplement

S-23

Summary—Recent Developments—Rights Offering—Reducing our gold hedging position". As a result of

these measures, we have had, and expect to continue to have, substantially less protection against
declines in the market price of gold during 2008 and later years compared to 2007.

We face certain risks and uncertainties in the execution of our gold hedge restructuring.

Through the gold hedge restructuring, we have significantly reduced our gold hedging position by

procuring early settlement of certain contracts otherwise due to mature in 2009 and 2010 during the
course of 2008, in addition to settling contracts already due to mature in 2008. In addition to the
settlement of certain contracts during 2008, we also intend to restructure some of the remainder of our
hedge book in order to achieve greater participation in the spot price for gold beyond 2009. The exact
nature, extent and execution of these processes going forward will depend upon prevailing gold prices

and exchange rates and other relevant economic factors and anticipated market conditions at the time of
settlement or restructuring. Should these conditions become unfavorable at any stage during the

restructuring, this may delay or frustrate the further implementation of the hedge restructuring. In
addition, should the outlook for gold prices, exchange rates and other economic factors materially
change, it is possible that our plans for the further execution of the gold hedge restructuring may be
modified so as to minimize the adverse impact from such changes or maximize the benefits from them.

Furthermore, the execution of the remainder of the gold hedge restructuring may depend on or be

affected by our ability to obtain consents from hedge counterparties and our lenders. If we are not able to
successfully execute the remainder of the gold hedge restructuring then we will be prevented from fully

participating in higher gold prices, to the extent we currently believe we will achieve upon the completion
of the gold hedge restructuring, should such economic conditions continue to prevail.

We also continue to give consideration to the early settlement of NPSE contracts by means of

early physical delivery. Such early physical settlement, if it were to occur, would result in a significant
adverse impact on our 2008 recorded revenues in our income statement, as sales that would have

otherwise been executed at the spot price of gold will be replaced with sales based on the earlier
contracted prices of such NPSE contracts that are settled during the year. Furthermore should we
conclude that such early physical settlement of NPSE contracts represents a tainting event, we would be
required to recognize on balance sheet the fair value of a portion of, or potentially all of the existing NPSE

contracts, which would result in a significant adverse impact on our financial statements. No such
conclusion has yet been made by us and we are still considering the potential impact of any such

transaction.

Some of our power suppliers have forced us to halt or curtail activities at our mines, due to severe
power disruptions. Power stoppages, fluctuations and power cost increases may adversely affect
our results of operations and our financial condition.

In South Africa (the "State"), our mining operations are dependent upon electrical power

generated by the State utility, Eskom. As a result of an increase in demand exceeding available
generating capacity, Eskom has warned that the country could face disruptions in electrical power supply.

At the start of 2008, as a result of substantial unplanned maintenance at Eskom’s power stations, as well
as higher than usual seasonal rainfall adversely affecting Eskom’s coal stockpiles, Eskom’s generating

capacity was constrained and reduced. As a result, the incidence of power outages in South Africa
increased substantially to the point that, on Friday, January 25, 2008, Eskom warned that it could no
longer guarantee the availability of its supply of electrical power to the South African mining industry.
Consequently, we, along with other mining companies with South African operations, were forced

temporarily to suspend mining operations at our South African mines. Following meetings between
industry-wide representatives, including ourselves, and Eskom, agreement was reached whereby mines

were able to resume their power consumption at 90% of average capacity in return for Eskom
guaranteeing a more normal power supply, including undertakings to more reliably warn companies when
power outages may occur. Mining operations resumed on Wednesday, January 30, 2008 at our South
African mines, although operations continued to be constrained by a power capacity limitation imposed by

Eskom. By mid-first quarter of 2008, power supply had increased to around 96.5% and our South African

S-24

operations were once again able to operate at full capacity as a result of the various energy efficiency

initiatives implemented at our South African operations. Ongoing and future production levels will depend
on an ongoing stable power supply consistent with Eskom’s undertaking as well as whether we are able

to continue to implement, and increase, our various energy efficiency initiatives. The extent to which the
power capacity limitation will result in lost production will depend on a number of factors, including the
success of our energy saving initiatives; accordingly we are unable to estimate our lost production as a
result of the power capacity limitations. Eskom has also advised us that power tariffs will increase by
34.2% from July 2009. Should the power outages continue to increase or should we be unable to
achieve our production or cost targets due to the current constraints, any additional power outages or any
power tariff increases, then our future profitability and our financial condition may be adversely impacted.

All of our mining operations in Ghana are dependent for their electricity supply on hydro -electric

power supplied by the Volta River Authority ("VRA") an entity controlled by the government of Ghana.
Most of this electrical power is hydro-generated electricity, although we also have access to VRA

electricity supply from a recently constructed smaller thermal plant. The VRA’s principal electricity
generating facility is the Akosombo Dam and during periods of below average inflows from the Volta

reservoir, electricity supplies from the Akosombo Dam may be curtailed, as occurred in 1998, 2006 and
the first half of 2007. In addition, during periods of limited electricity availability, the national power
system is subject to system disturbances and voltage fluctuations, which can damage the group’s
equipment. The VRA also obtains power from neighboring Côte d’Ivoire, which has intermittently

experienced some political instability and civil unrest. These factors, including increased power demand
from other users in Ghana, may cause interruptions in our power supply to our operations in Ghana or

result in increases in the cost of power even if they do not interrupt supply. Consequently, these factors
may adversely affect our results of operations and our financial condition. In order to address this
problem and to supplement the power generated by the VRA, we have, together with the other three
principal gold producers in Ghana, acquired (and equally fund) an 85 megawatt, diesel-fired, power plant

that could be converted to gas supply once the anticipated West African Gas Pipeline is developed. To
further reduce the dependence on hydro-electric power, which may be impacted by low rainfall, the VRA

is increasing its thermal power generation capacity by constructing a 126 megawatt thermal plant at
Tema.

Our mining operations in Guinea, Tanzania and Mali are dependent on power supplied by outside

contractors and supplies of fuel being delivered by road. Our power supply has been disrupted in the
past and it has suffered production losses as a result of equipment failure.

Contracts for sale of uranium at fixed prices could affect our operating results and financial
condition.

We have entered into contracts for the sale of uranium produced by some of our South African

operations and may therefore be prevented from realizing all potential gains from an increase in uranium
prices to the extent that our future production is covered by such contracts, or should we not produce

sufficient quantities of uranium to cover such contracts, we may need to procure or borrow uranium in the
market to meet any shortfall which could adversely affect our results of operations and our financial

condition. Power supply problems in South Africa may lead to a shortfall in uranium production and a
requirement to acquire uranium in the open market in order to satisfy our uranium supply commitments.
For example, we purchas ed 400,000 pounds of uranium at a cost of approximately $31 million in 2007.
Upon the sale of our 50% interest in Nufcor International Limited in July 2008 we cancelled 1.0 million

pounds of our outstanding uranium contracts, which together with deliveries under contracts since the
start of 2008 represent a 30% reduction in uranium contracts that were outstanding as at January 1,

2008. This cancellation will result in us beginning to participate in the uranium spot market from 2009.

Foreign exchange fluctuations could have a material adverse effect on our operating results and
financial condition.

Gold is principally a dollar-priced commodity, and most of our revenues are realized in or linked to

dollars while production costs are largely incurred in the applicable local currency where the relevant

S-25

operation is located. The weakening of the dollar, without a corresponding increase in the dollar price of

gold against these local currencies, results in lower revenues and higher production costs in dollar terms.

Conversely, the strengthening of the dollar, without a corresponding decrease in the dollar price

of gold against these local currencies yields significantly higher revenues and lower production costs in

dollar terms. If material, these exchange rate movements may have a material effect on our operational
results.

Since June 2002, the weakening of the dollar against the South African Rand (up until the second

half of 2007 when the South African Rand began to also weaken against the dollar), the Brazilian real, the
Argentinean peso and the Australian dollar has had a negative impact upon our profitability. Conversely,
in certain prior years, the devaluation of these local currencies against the dollar has had a significant

positive effect on the profitability of our operations. In 2007, 2006 and 2005, we derived approximately
71%, 73% and 67%, respectively, of our revenues from these countries and incurred approximately 62%,

61% and 63%, respectively, of production costs in these local currencies.

In 2007, the weakening of the dollar against these local currencies in which we operate continued

to increase total cash costs. A 1% strengthening of these local currencies against the dollar will result in

an increase of total cash costs incurred of nearly $3 per ounce, or 1%. These impacts were partially
offset by the increase in the dollar price of gold, which increase was to some extent a function of dollar
weakness. In addition, production costs in South African Rand, Brazilian real, Argentinean peso and
Australian dollar terms were only modestly offset by the effect of exchange rate movements on the price

of imports denominated in dollars, as imported products comprise a small proportion of production costs
in each of these countries.

A small proportion of our hedges are denominated in South African rands, Australian dollars and

Brazilian real, which may partially offset the effect of the U.S. dollar’s strength or weakness on our
profitability.

In addition, due to our global operations and local forei gn exchange regulations, some of our

funds are held in local currencies, such as the South African Rand and the Australian dollar.

The dollar value of these currencies may be affected by exchange rate fluctuations. If material,

exchange rate movements may adversely affect our financial condition.

Our level of indebtedness may adversely affect our business.

As of September 30, 2008, we had gross borrowings of approximately $1.88 billion (including

bonds). This level of indebtedness could have adverse effects on our flexibility to do business. For
example, we may be required to utilize a large portion of our cash flow to pay the principal and interest on
our debt which will reduce the amount of funds available to finance existing operations, the development

of new organic growth opportunities and further acquisitions. In addition, under the terms of our
borrowing facilities from our banks we are obliged to meet certain financial and other covenants. Our
ability to continue to meet these covenants will depend upon our future financial performance which will
be affected by our operating performance as well as by financial and other actors, certain of which are

beyond our control.

Our level of indebtedness may make us vulnerable to economic cycle downturns, which are

beyond our control, because during such downturns we cannot be certain that our future cash flows will

be sufficient to allow us to pay principal and interest on our debt and also to meet our other obligations.
Should the cash flow from operations be insufficient, we could breach our financial and other covenants

and may be required to refinance all or part of our existing debt, use existing cash balances, issue
additional equity or sell assets. We cannot be sure that we will be able to do so on commercially
reasonable terms, if at all.

S-26

Our wholly-owned subsidiary AngloGold Ashanti Holdings plc has entered into a $1 billion

syndicated term loan facility agreement to refinance our $1 billion convertible bond which matures on
February 27, 2009. The term loan facility is for an initial one year period from the date of first drawdown

in February 2009 and is extendable, if required, at the option of AngloGold Ashanti Holdings plc until
November 30, 2010. The term loan facility will provide us with additional time to secure a longer term,
cost effective refinancing of the convertible bond. The term loan facility contains customary conditions
precedent that must be satisfied prior to drawdown and termination events, certain of which are beyond
our cont rol. If we are not able to satisfy all of the conditions precedent or if a termination event occurs we
will be unable to draw amounts under the term loan facility and may not be able to redeem the convertible
bond on the maturity date. Our interest expense will increase substantially as a result of the higher

interest rates and fees associated with the new term loan facility.

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

Most of our operations are located in countries that have experienced high rates of inflation

during certain periods.

Because we are unable to control the market price at which we sell the gold we produce (except

to the extent that we enter into forward sales and other derivative contracts), it is possible that
significantly higher future inflation in the countries in which we operate may result in an increase in future
operational costs in local currencies, without a concurrent devaluation of the local currency of operations
against the dollar or an increase in the dollar price of gold. This could have a material adverse effect

upon our results of operations and our financial condition.

While none of our specific operations is currently materially adversely affected by inflation,

significantly higher and sustained inflation in the future, with a consequent increase in

operational costs,

could result in operations being discontinued or reduced or rationalized at higher cost mines.

Our new order mining rights in South Africa could be suspended or cancelled should we breach,
and fail to remedy such breach of, our obligations in respect of the acquisition of these rights.

Our rights to own and exploit mineral reserves and deposits are governed by the laws and

regulations of the jurisdictions in which the mineral properties are located. Currently, a significant portion
of its mineral reserves and deposits are located in South Africa.

The Mineral and Petroleum Resources Development Act ("MPRDA") vests custodianship of

South Africa’s mineral rights in the State. The State issues prospecting rights or mining rights to
applicants. Prospecting, mining and mineral rights formerly regulated under the Minerals Act 50 of 1991
and common law are now known as old order mining rights and the transitional arrangements provided in
Schedule II to the MPRDA give holders of such old order mining rights the opportunity to convert their old
order mining rights into new order mining rights within specified time frames.

The Department of Minerals and Energy ("DME") has published, pursuant to the MPRDA, the

Broad-Based Socio-Economic Empowerment Charter for the South African Mining Industry (the
"Charter"). Compliance with the Charter, measured using a designated Scorecard, requires that every

mining company achieve 15% ownership by Historically Disadvantaged South Africans ("HDSAs") of its
South African mining assets by May 1, 2009, and 26% ownership by May 1, 2014 and achieve

participation by HDSAs in various other aspects of management referred to below. We have submitted to
the DME two Social and Labor Plans – one for each of our main mining regions – detailing our specific
goals in these areas.

The Scorecard allows for a portion of "offset" against the HDSAs equity participation

requirements insofar as companies have facilitated downstream, value-adding activities in respect of the
products they mine. We carry out such downstream activities and believe these will be recognized in
terms of a framework currently being devised by the South African government.

S-27

We have completed a number of asset sales to companies owned by HDSAs in the past

(estimated to have been equivalent to 20% of our South African production as at August 1, 2005, when
our applications for the conversion of our West Wits and Vaal River mineral rights from old order to new

order mineral rights were approved). Furthermore, at the end of 2006 we implemented an Employee
Share Ownership Plan ("ESOP") and Black Economic Empowerment transaction, collectively with a value
equivalent to approximately 6% of our South African assets. This is consistent with our stated strategic
intention to develop means of promoting broad based equity participation in the company by HDSAs and
with an undertaking made to the DME as a condition for the granting to the company of our new order
mining rights. We believe that we have made significant progress towards meeting the requirements of
the Charter, the Scorecard and our own undertakings in terms of human resource development,

employment equity, mine community and rural development, housing and living conditions, procurement
and beneficiation, including the implementation of programs to help achieve the requirement of having

40% of management roles being held by HDSAs by 2010. We will incur expenses in giving further effect
to the Charter and the Scorecard and the implementation of the ESOP will affect our results of operations.

We were informed on August 1, 2005, by the Director General of Minerals and Energy that our

applications to convert our old order mining rights to new order mining rights for our West Wits and Vaal
River operations, as well as our applications for new mining rights to extend our mining areas at our
TauTona and Kopanang mines, had been successful. These applications relate to all of our existing
operations in South Africa. The notarial agreements for the converted West Wits mining right and Block

1C11 new mining rights have been executed and registered as well as the agreements for Jonkerskraal,
Weltevreden, Moab Extension Area and the new right for Edom, all of which form part of the Vaal River

operations. Two notarial agreements relating to the Vaal River operations are pending.

Even where new order mining rights are obtained under the MPRDA, these rights may not be

equivalent to the old order mining rights. Our rights that have been converted and registered do not differ

significantly from the relevant old order rights. The duration of the new rights will no longer be perpetual
as was the case under old order mining rights but rather will be granted for a maximum period of
30 years, with renewals of up to 30 years each and, in the case of prospecting rights, a maximum period
of five years with one renewal of up to three years. Furthermore, the MPRDA provides for a retention

period after prospecting of up to three years with one renewal of up to two years, subject to certain
conditions, such as non-concentration of resources, fair competition and non-exclusion of others. In

addition, the new order rights will only be transferable subject to the approval of the Minister of Minerals
and Energy.

The new order mining rights can be suspended or cancelled by the Minister of Minerals and

Energy if, upon notice of a breach from the Minister, the entity breaching its obligations to comply with the

MPRDA or the conditions of the notarial agreement fails to remedy such breach. The MPRDA also
imposes additional responsibilities on mining companies relating to environmental management and to

environmental damage, degradation or pollution resulting from their prospecting or mining activities. We
have a policy of evaluating, minimizing and addressing the environmental consequences of our activities
and, consistent with this policy and the MPRDA, conduct an annual review of the environmental costs and
liabilities associated with our South African operations in light of the new, as well as existing,

environmental requirements.

The introduction of South African State royalties where a significant portion of our mineral
reserves and operations are located could have an adverse effect on our results of operations and

our financial condition.

Mineral and Petroleum Resources Royalty Act (the "Act") was passed on October 24, 2008 and

provides for the payment of a royalty according to a formula based on earnings before interest and tax.

The Act provides for a minimum royalty rate of 0.5% and a maximum rate of 5%, and the royalty will be a
tax deductible expense. It is estimated that the formula will translate into a royalty rate of between 2.5%

and 4% of gross sales from our South African operations in terms of current pricing assumptions. The
payment of royalties will begin on May 1, 2009.

S-28

Certain factors may affect our ability to support the carrying value of our property, plants and

equipment, acquired properties, investments and goodwill on our balance sheet.

We review and test the carrying value of our assets when events or changes in circumstances

suggest that the carrying amount may not be recoverable. We value individual mining assets at the

lowest level for which identifiable cash flows are independent of cash flows of other mining assets and
liabilities.

If there are indications that impairment may have occurred, we prepare estimates of expected

future cash flows for each group of assets. Expected future cash flows are inherently uncertain, and
could materially change over time. They are significantly affected by reserve and production estimates,
together with economic factors such as spot and forward gold prices, discount rates, currency exchange

rates, estimates of costs to produce reserves and future capital expenditure.

If any of these uncertainties occur either alone or in combination, it could require management to

recognize an impairment, which could adversely affect our results of operations and our financial

condition.

In accordance with our accounting policies we will be testing the carrying values of our mining

assets and goodwill for any impairment, should such indicators exist as of December 31, 2008. If

management is required to recognize an impairment our results of operations and our financial condition
could be adversely affected.

Diversity in interpretation and application of accounting literature in the mining industry may

impact our reported financial results.

The mining industry has limited industry specific accounting literature. As a result, diversity exists

in the interpretation and application of accounting literature to mining specific issues. For example, we

capitalize the drilling and related costs incurred to define and delineate a residual mineral deposit that has
not been classified as proved and probable reserves at a development stage or production stage mine,

whereas some companies expense such costs. As and when diversity in interpretation and application is
addressed, it may impact our reported results should the adopted interpretation differ from the position
followed by us.

Our mineral reserves and deposits and mining operations are located in countries that face
political, economic and/or security risks.

Some of our mineral deposits and mining and exploration operations are located in countries that

have experienced political instability and economic uncertainty. In all of the countries where we operate,
the formulation or implementation of government policies may be unpredictable on certain issues
including regulations which impact on our operations and changes in laws relating to issues such as

mineral rights and asset ownership, taxation, royalties, import and export duties, currency transfers,
restrictions on foreign currency holdings and repatriation of earnings.

In 2007, the government of the DRC announced an industry -wide review of all mining

concessions and related agreements. The agreements related to the ownership and operation of our
concessions in the DRC are also subject to this review by a commission as appointed by the DRC
government. The commission has indicated that it is seeking to increase the DRC government's
ownership in our concession and increase land usage charges. The commission's review process, the

timing and the final outcome of which we are unable to predict, could result in an adverse change to us in
terms of these agreements which could have an adverse impact upon our current exploration activities

and potential future mining activities in the DRC.

Any existing and new mining and exploration operations and projects we carry out in these

countries are, and will be subject to, various national and local laws, policies and regulations governing

S-29

the ownership, prospecting, development and mining of mineral reserves, taxation and royalties,

exchange controls, import and export duties and restrictions, investment approvals, employee and social/
community relations and other matters.

If, in one or more of these countries, we were not able to obtain or maintain necessary permits,

authorizations or agreements to implement planned projects or continue our operations under conditions
or within time frames that make such plans and operations economic, or if legal, ownership, fiscal

(including all royalties and duties), exchange control, employment, environmental and social laws and
regimes, or the governing political authorities change materially, which could result in changes to such
laws and regimes, our results of operations and our financial condition could be adversely affected.

In Mali and Tanzania, we are due refunds of input tax which remain outstanding for periods

longer than those provided for in the respective statutes. In addition, we have outstanding assessments
and unresolved tax disputes in a number of countries. If the outstanding input taxes are not received, the

tax disputes are not resolved and assessments are not made in a manner favorable to us, it could have
an adverse effect upon our results of operations and our financial condition.

In Argentina, the government is looking to apply export taxes of 5% to mining companies that

were exempt therefrom. We have filed a claim with the courts to prevent payment of an export tax. If the
outcome of the tax claim is unfavorable it could have an adverse effect upon our results of operations and
our financial condition.

Certain of the countries in which we have mineral deposits or mining or exploration operations,

including the DRC and Colombia, have in the past experienced and in certain cases continue to
experience, a difficult security environment as well as political instability. In particular, various illegal
groups active in regions in which we are present may pose a credible threat of terrorism, extortion and

kidnapping, which could have an adverse effect on our operations in such regions. In the event that
continued operations in these countries compromise our security or business principles, we may withdraw

from these countries on a temporary or permanent basis, which in turn, could have an adverse impact on
our results of operations and our financial condition.

Labor disruptions and/or increased labor costs could have an adverse effect on our operating

results and financial condition.

As at December 31, 2007, approximately 77% (2006: 69%) of our workforce excluding

contractors or 63% of total workforce was located in South Africa. Approximately 98% of the workforce

on our South African operations is unionized, with the National Union of Mineworkers ("NUM")
representing the majority of unionized workers.

Our employees in some South American countries and Ghana are also highly unionized. Trade

unions have a significant impact on our labor relations climate, as well as on social and political reforms,

most notably in South Africa.

It has become established practice to negotiate wages and conditions of employment with the

unions every two years through the Chamber of Mines of South Africa. An agreement was signed with

the unions in August 2007, following negotiations between NUM, United Associations of South Africa
("UASA") on behalf of some clerical and junior management staff and Solidarity (on behalf of a small

number of miners) and the Chamber of Mines. A two-year deal was reached without resort to any
industrial action.

Labor costs represent a substantial proportion of our total operating costs and in many

operations, including South African operations, is our single largest operating cost category. The two -
year wage agreement will be reviewed in June 2009 in negotiation with NUM, UASA, Solidarity and the
Chamber of Mines and any increases in labor costs have to be off-set by greater productivity efforts by all
operations and employees.

S-30

There is a risk that strikes or other types of conflict with unions or employees may occur at any

one of our operations. It is uncertain whether labor disruptions will be used to advocate labor, political or
social goals in the future. Should any labor disruptions occur, if material, they could have an adverse

effect on our results of operations and our financial condition.

The use of mining contractors at certain of our operations may expose us to delays or
suspensions in mining activities and increases in mining costs.

Mining contractors are used at certain of our mines, including Sadiola, Morila and Yatel a in Mali,

Siguiri in Guinea, Iduapriem in Ghana and Sunrise Dam in Australia, to mine and deliver ore to
processing plants. Consequently, at these mines, we do not own all of the mining equipment and may
face disruption of operations and incur costs and liabilities in the event that any of the mining contractors

at these mines has financial difficulties, or should there be a dispute in renegotiating a mining contract, or
a delay in replacing an existing contractor. Furthermore, increases in contract mining rates, in the

absence of associated productivity increases, will have an adverse impact on our results of operations
and financial condition.

We compete with mining and other companies for key human resources.

We compete with mining and other companies on a global basis to attract and retain key human

resources at all levels with appropriate technical skills and operating and managerial experience
necessary to continue to operate our business. This is further exacerbated in the current environment of

increased mining activity across the globe combined with the global shortage of key mining industry
human resource skills, including geologists, mining engineers, metallurgists and skilled artisans.

The retention of staff is particularly challenging in Sout h Africa, where, in addition to the impacts

of the global industry wide shortages, we are also required to achieve employment equity targets of
participation by HDSAs in management and other positions.

We compete with all companies in South Africa to attract and retain a small but growing pool of

HDSAs with the necessary skills and experience. For further details, see the risk factor “Our new order
mineral rights in South Africa could be suspended or cancelled should we breach, and fail to remedy such
breach of, our obligations in respect of the acquisition of these rights”.

There can be no assurance that we will attract and retain skilled and experienced employees and,

should we fail to do so or lose any of our key personnel, our business and growth prospects may be
harmed and our results of operations and our financial condition could be adversely affected.

We face certain risks in dealing with HIV/AIDS which may adversely affect our results of
operations and our financial condition.

AIDS remains the major health care challenge faced by our South African operations. The South

African workforce prevalence studies indicate that the percentage of our South African workforce infected

by HIV may be as high as 30%. Accurate prevalence data for AIDS is not available owing to doctor-
patient confidentiality. We are continuing to develop and implement various programs aimed at helping

those who have been infected with HIV and preventing new infections. Since 2001 we have offered a
voluntary counseling and HIV testing program for employees in South Africa. In 2002 we began to offer
anti-retroviral therapy ("ART") to HIV positive employees who met the current medical criteria for the
initiation of ART. From April 2003, we have treated all eligible employees desiring it. Currently

approximately 4,600 employees are on the wellness program and as at December 2007, approximately
2,100 employees were receiving treatment using anti-retroviral drugs.

The cost of providing rigorous outcome-focused disease management of employees with AIDS,

including the provision of an anti-retroviral therapy, is on average ZAR1,300 ($185) per employee on

S-31

treatment per month. It is not yet possible to develop an accurate cost estimate of the program in its

entirety, given uncertainties such as drug prices and the ultimate rate of employee participation.

We do not expect the cost that we will incur related to the prevention of HIV infection and the

treatment of AIDS to materially and adversely affect our results of operations. Nevertheless, it is not

possible to determine with certainty the costs that we may incur in the future in addressing this issue, and
consequently our results of operations and our financial condition could be adversely affected.

We face certain risks in dealing with malaria, as currently encountered at our operations located
in Africa, which may have an adverse effect on our results of operations.

Malaria is a significant health risk at all of our operations in Central, West and East Africa where

the disease assumes epidemic proportions because of ineffective national control programs. The disease
is a major cause of death in young children and pregnant women but also gives rise to fatalities and
absenteeism in adult men. Consequently, if uncontrolled, the disease could have an adverse effect upon
productivity and profitability levels of our operations located in these regions.

The treatment of occupational health diseases and the potential liabilities related to occupational
health diseases may have an adverse effect upon the results of our operations and our financial
condition.

The primary areas of focus in respect of occupational health within our operations are noise-

induced hearing loss (“NIHL”), occupational lung diseases ("OLD") and tuberculosis ("TB"). We provide
occupational health services to our employees at our occupational health centers and we continue to

improve preventative occupational hygiene initiatives. If the costs associated with providing such
occupational health services increase, such increase could have an adverse effect on our results of

operations and our financial condition.

Furthermore, the South African government, by way of a cabinet resolution in 1999, proposed a

possible combination and alignment of benefits of the Occupational Diseases in Mines and Works Act

("ODMWA") that provides for compensation to miners who have OLD, TB and combinations thereof, and
the Compensation for Occupational Injuries and Diseases Act ("COIDA") that provides for compensation
to non-miners who have OLD.

COIDA provides for compensation payments to workers suffering permanent disabilities from

OLD, which are classified as pension liabilities if the permanent disability is above a certain threshold, or
a lump sum compensation payment if the permanent disability is below a certain threshold. ODMWA only
provides for a lump sum compensation payment to workers suffering from OLD. The capitalized value of
a pension liability (in accordance with COIDA) is usually greater than that of a lump sum compensation
payment (under ODMWA). In addition, under COIDA compensation becomes payable at a lower
threshold of permanent disability than under ODMWA. It is estimated that under COIDA about two to

three times more of our employees would be compensated as compared with those eligible for
compensation under ODMWA.

If the proposed combination of COIDA and ODMWA were to occur, this could further increase the

level of compensation claims we could be subject to and consequently could have an adverse effect on
our financial condition.

Mr. Thembekile Mankayi instituted a legal action against us in October 2006 in the High Court,

Witwatersrand Local Division. Mr. Mankayi is claiming approximately ZAR2.6 million for damages
allegedly suffered by him as a result of silicosis allegedly contracted while working on mines now owned

by us. We have filed an exception against the claim and we were heard in the High Court in
February 2008. We filed the exception on the basis that mine employers are insured in terms ODMWA
and COIDA against compensable diseases and this prevents any delictual claims by employees against
employers. The judge upheld the exception and ordered Mr. Mankayi to amend his particulars in order to

S-32

introduce direct constitutional challenges. Mr. Mankayi has chosen to appeal the exception. The

application for leave to appeal will be heard in Johannesburg in February 2009. If this application is
granted the suit will then proceed to the South African Supreme Court of Appeal and ultimately could

proceed to the South African Constitutional court. If we are unsuccessful in defending this suit, we could
be subject to numerous similar claims which could have an adverse effect on our financial condition.

In response to the effects of silicosis in labor sending communities, a number of mining

companies (under the auspices of the Chamber of Mines), together with NUM which is the largest union
in the mining sector and the national and regional departments of health have embarked on a project to
assist in the delivery of compensation and relief to communities that have been affected.

The costs associated with the pumping of water inflows from closed mines adjacent to our

operations could have an adverse effect upon our results of operations.

Certain of our mining operations are located adjacent to the mining operations of other mining

companies. The closure of a mining operation may have an impact upon continued operations at the

adjacent mine if appropriate preventative steps are not taken. In particular, this can include the ingress of
underground water where pumping operations at the adjacent closed mine are suspended. Such ingress

could have an adverse effect upon any one of our mining operations as a result of property damage,
disruption to operations and additional pumping costs.

We have embarked on legal action in South Africa after the owner of an adjacent mine put the

company owning the adjacent mining operation into liquidation, raising questions about its and other
companies’ willingness to meet their water pumping obligations.

The relevant mining companies have entered into a settlement agreement. As part of the

settlement arrangement the mining companies have formed and registered a not-for-profit company,
known as the Margaret Water Company, to conduct water pumping activities from the highest lying shaft
which is currently owned by Stilfontein Gold Mining Company (in liquidation). The three mining
companies will contribute equally to the cost of establishing and initially running the Margaret Water

Company.

The occurrence of events for which we are not insured or for which our insurance is inadequate
may adversely affect our cash flows and overall profitability.

We maintain insurance to protect only against catastrophic events which could have a significant

adverse effect on our operations and profitability. This insurance is maintained in amounts that are
believed to be reasonable depending upon the circumstances surrounding each identified risk.

However, our insurance does not cover all potential risks associated with our business. In

addition, we may elect not to insure certain risks, due to the high premiums associated with insuring those

risks or for various other reasons, including an assessment that the risks are remote. Furthermore, we
may not be able to obtain insurance coverage at acceptable premiums. We have a captive insurance
company, namely AGRe Insurance Company Limited, which participates at various levels in certain of the
insurances which we maintain. The occurrence of events for which we are not insured may adversely

affect our cash flows and overall profitability and our financial condition.

Risks related to our ordinary shares and ADSs

Sales of large quantities of our ordinary shares and ADSs, or the perception that these sales may
occur, could adversely affect the prevailing market price of such securities, as could future

offerings of our ordinary shares, ADSs or securities exchangeable or exercisable for ordinary
shares or ADSs.

S-33

The market price of our shares or ADSs could fall if large quantities of our ordinary shares or

ADSs are sold in the public market, or there is the perception in the marketplace that such sales could
occur. Subject to applicable securities laws, holders of our ordinary shares or ADSs may decide to sell

them at any time. The market price of our ordinary shares or ADSs could also fall as a result of any future
offerings we make of our ordinary shares, ADSs, or securities exchangeable or exercisable for our
ordinary shares or ADSs, or the perception in the marketplace that these sales might occur. We may
make such offerings, including offerings of additional ADS rights, share rights or similar securities, at any
time or from time to time in the future.

We have entered into a registration rights agreement with AA plc that would facilitate U.S.

registration of additional offers and sales of our ordinary shares that AA plc makes in the future, subject to
certain conditions. Sales of our ordinary shares or our ADSs if substantial, or the perception that sales
may occur and be substantial, could exert downward pressure on the prevailing market prices for our
ordinary shares or our ADSs, causing their market prices to decline. In April 2006, AA plc sold

19,685,170 of our ordinary shares and, in October 2007, sold an additional 69,100,000 of our ordinary
shares. These and other sales, combined with the dilutive effect of our issuance of 9,970,732 ordinary

shares in April 2006, reduced AA plc's shareholding in us from approximately 51% of our issued ordinary
shares as at April 19, 2006 to approximately 16.3% as at September 30, 2008. AA plc has stated that it
intends to reduce and ultimately exit its gold company holdings and that it will continue to explore all
available options to exit us in an orderly manner. Sales or distributions of substantial amounts of our

ordinary shares or ADSs, or the perception that such sales or distributions may occur, could adversely
affect the market price of our ordinary shares or ADSs.

Fluctuations in the exchange rate of different currencies may reduce the market value of our

securities, as well as the market value of any dividends or distributions paid by us.

We have historically declared all dividends in rands. As a result, exchange rate movements may

have affected and may continue to affect the Australian dollar, the British pound, the Ghanaian cedi and

the U.S. dollar value of these dividends, as well as of any other distributions paid by the relevant
depositary to investors that hold our securities. This may reduce the value of these securities to

investors. Our articles of association allow for dividends and distributions to be declared in any currency
at the discretion of our board of directors, or our shareholders at a general meeting. If and to the extent
that we opt to declare dividends and distributions in dollars, exchange rate movements will not affect the
dollar value of any dividends or distributions, nevertheless, the value of any dividend or distribution in
Australian dollars, British pounds, Ghanaian cedis or rands will continue to be affected. If and to the
extent that dividends and distributions are declared in rands, exchange rate movements will continue to
affect the Australian dollar, British pound, Ghanaian cedi and dollar value of these dividends and

distributions. Furthermore, the market value of our securities as expressed in Australian dollars, British
pounds, Ghanaian cedis, dollars and rands will continue to fluctuate in part as a result of foreign

exchange fluctuations.

The recently announced proposal by the South African Government to replace the Secondary Tax
on Companies with a withholding tax on dividends and other distributions may impact on the

amount of dividends or other distributions received by our shareholders.

On February 21, 2007, the South African Government announced a proposal to replace

Secondary Tax on Companies with a 10% withholding tax on dividends and other distributions payable to

shareholders. This proposal is expected to be implemented in 2009. Although this may reduce the tax
payable by our South African operations thereby increasing distributable earnings, the withholding tax will
generally reduce the amount of dividends or other distributions received by our shareholders. For more
information on South African taxation, see "Taxation —South African Taxation—Taxation of Dividends".

S-34

USE OF PROCEEDS

We will not receive any proceeds from the sale of the securities by the selling shareholder under

this prospectus supplement.

S-35

RECONCILIATION OF TOTAL CASH COSTS AND

TOTAL PRODUCTION COSTS TO FINANCIAL STATEMENTS

Total cash costs as calculated and reported by us include costs for all mining, processing, onsite

administration costs, royalties and production taxes, as well as contributions from by-products, but
exclusive of deprec iation, depletion and amortization, rehabilitation costs, employment severance costs,
corporate administration costs, capital costs and exploration costs. Total cash costs per ounce are
calculated by dividing attributable total cash costs by attributable ounces of gold produced.

Total production costs as calculated and reported by us include total cash costs, plus

depreciation, depletion and amortization, employee severance costs and rehabilitation and other non-
cash costs. Total production costs per ounce are calculated by dividing attributable total production costs
by attributable ounces of gold produced.

Prior to January 1, 2006 stripping costs incurred in open-pit operations during the production

phase to remove additional waste were charged to operat ing costs on the basis of the average life of
mine stripping ratio and the average life of mine costs per ton and resulted in capitalization of such
stripping costs (deferred stripping). EITF Issue 04-6 prohibits capitalization of post production stripping

costs effective from January 1, 2006. Except for this impact on total cash costs and total production
costs, total cash costs and total production costs have been calculated on a consistent basis for all

periods presented.

Total cash costs and total production costs should not be considered by investors in isolation or

as alternatives to production costs, net income/(loss) applicable to ordinary stockholders, income/(loss)

before income tax provision, net cash provided by operating activities or any other measure of financial
performance presented in accordance with U.S. GAAP or as an indicator of our performance.
Furthermore the calculation of total cash costs and total production costs, the calculation of total cash
costs, total cash costs per ounce, total production costs and total production costs per ounce may vary

significantly among gold mining companies, and by themselves do not necessarily provide a basis for
comparison with other gold mining companies. However, we believe that total cash costs and total

production costs in total by mine and per ounce by mine are useful indicators to investors and
management as they provide:

•

an indication of profitability, efficiency and cash flows;

•

the trend in costs as the mining operations mature over time on a consistent basis; and

•

an internal benchmark of performance to allow for comparison against other mines, both within

the AngloGold Ashanti group and of other gold mining companies.

A reconciliation of production costs as included in our audited financial statements to total cash

costs and to total production costs for each of the three years in the period ended December 31, 2007 is
presented below.

S-36

AngloGold Ashanti operations – Total

(in $ millions, except as otherwise noted)

For the year ended December 31,

2005

2006

2007

Production costs per financial statements

1,642

1,539

1,917

Plus:

Production costs of equity accounted joint ventures

108

126

(Less)/plus:

Rehabilitation costs and other non-cash costs

(60)

(79)

Plus/(less):

Inventory movement

Royalties

Related party transactions

(1)

(2)

(11)

Adjusted for:

Minority interests

(2)

(42)

(54)

(59)

Non-gold producing companies and adjustments

(41)

(8)

Total cash costs

1,733

1,810

2,011

Plus:

Depreciation, depletion and amortization

653

749

678

Employee severance costs

Rehabilitation and other non-cash costs

(17)

Adjusted for:

Minority interests

(2)

(11)

(15)

(20)

Non-gold producing companies and adjustments

(5)

(3)

(4)

Total production costs

2,456

2,546

2,763

Gold produced (000 ounces)

(3)

6,166

5,635

5,477

Total cash costs per ounce

(4)

281

321

367

Total production costs per ounce

(4)

398

452

504

(1) Relates solely to production costs as included in our consolidated financial statements and has, accordingly, been included in

total production costs and total cash costs.

(2)   Adjusting for minority interest of items included in calculation, to disclose the attributable portions only.
(3)   Attributable production only.
(4)   In addition to the operational performances of the mines, total cash costs per ounce and total production costs per ounce are

affected by fluctuations in the currency exchange rate. We report total cash costs per ounce and total production costs per
ounce calculated to the nearest U.S. dollar amount and gold produced in ounces.

S-37

HISTORICAL ORDINARY SHARE AND ADS TRADING, DIVIDENDS AND EXCHANGE

RATE INFORMATION

Ordinary Share and ADS Trading

The following table sets out, for the periods indicated, the reported intra -day high and low market

quotations for our ordinary shares on the JSE and for our sponsored ADSs on the NYSE:

JSE

NYSE

High

Low

High

Low

(South African cents per

ordinary share)

(dollars per ADS)

Annual information
Year ended December 31,

2003

33,900

19,100

49.95

27.10

2004

31,900

18,620

48.25

29.91

2005

31,990

18,700

49.88

30.50

2006

38,700

24,700

62.20

35.58

2007

35,899

25,400

49.42

33.80

Quarterly information

2006

First quarter

38,700

29,005

62.20

46.51

Second quarter

35,621

24,700

58.36

37.17

Third quarter

36,050

27,500

51.07

37.10

Fourth quarter

35,000

28,250

48.91

35.58

2007

First quarter

35,889

30,300

49.34

41.10

Second quarter

35,322

26,100

49.42

37.10

Third quarter

33,600

25,400

47.92

33.80

Fourth quarter

33,600

29,100

48.64

40.00

2008

First quarter

34,900

24,801

51.35

30.50

Second quarter

29,157

23,053

39.13

28.75

Third quarter

28,300

17,201

36.36

21.01

Monthly information

June 2008

27,975

23,053

35.37

28.75

July 2008

28,300

23,300

36.65

31.90

August 2008

24,125

19,600

32.47

25.35

September 2008

21,500

17,201

27.43

21.01

October 2008

21,643

15,011

23.87

13.92

November 2008

23,000

15,103

22.25

13.37

December 2008 (through December

12, 2008)

28,460

20,400

28.49

19.45

S-38

Annual Dividends

The table below sets forth the amounts of interim, final and total dividends paid in respect of

the years 2003 through 2008 (through June 30, 2008), in each case in cents per ordinary share.

Interim

Final

Total

Interim

Final

Total

Year ended December 31,

(South African cents per

ordinary share)

(U.S. cents per ordinary share)

2003

375

335

710

50.73

49.82

100.55

2004

170

180

350

25.62

30.37

55.99

2005

170

232

26.09

9.86

35.95

2006

210

240

450

29.40

32.38

61.78

2007

143

12.44

6.60

19.04

2008 (through June 30, 2008)

n/a

6.45

n/a

6.45

(1)

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

Future dividends will be dependent on our cash flow, earnings, planned capital expenditures,

financial condition and other factors. We do not currently intend to substantially change our practice of
paying out dividends from funds available after providing for capital expenditure and long-term growth.
Under South African law, we may declare and pay dividends from any capital and reserves included in

total shareholders’ equity calculated in accordance with IFRS, subject to our solvency and liquidity. As at
December 31, 2007, our total shareholders’ equity on an unconsolidated basis as calculated under IFRS

amounted to ZAR18,377 million ($2,699 million). Dividends are payable to shareholders registered at a
record date that is after the date of declaration. Given that we are in our highest ever capital expenditure
phase, we will continue to manage capital expenditure in line with profitability and cash flow and our
approach to the dividend on the basis of prudent financial management.

Under the terms of the Company’s Articles of Association adopted on December 5, 2002,

dividends may be declared in any currency at the discretion of our board of directors or our shareholders
at a general meeting. Currently, dividends are declared in South African rands and paid in Australian

dollars, South African rands, British pounds and Ghanaian cedis. Dividends paid to registered holders of
our ADSs are paid in U.S. dollars converted from South African rands by The Bank of New York Mellon,

as depositary, in accordance with the deposit agreement.

S-39

Exchange Rate Information

The following table sets forth for the periods and dates indicated certain information concerning

the noon buying rate in New York City for cable transfers as certified for customs purposes by the Federal
Reserve Bank of New York expressed in rands per $1.00. On December 12, 2008, the noon buying rate

between rands and U.S. dollars was R10.21 = $1.00.

Year ended December 31

High

Low

Year-end

Average

(1)

2003

9.05

6.26

6.70

7.42

2004

7.31

5.62

5.65

6.39

2005

6.92

5.64

6.33

6.35

2006

7.94

5.99

7.04

6.81

2007

7.49

6.45

6.81

7.03

2008 (through December 12, 2008)

11.27

6.74

8.28

(1)

The average of the noon buying rates on the last business day of each month during the year, and in the case of 2008,
through December 12, 2008.

Exchange rate information for the months of

High

Low

June 2008

8.12

7.70

July 2008

7.91

7.31

August 2008

7.90

7.74

September 2008

8.32

7.77

October 2008

11.27

8.27

November 2008

10.64

9.63

December 2008 (through December 12, 2008)

10.47

9.92

S-40

CAPITALIZATION

The following table sets forth our consolidated capitalization at October 31, 2008. You should

read this table together with our U.S. GAAP financial statements and related discussion and analysis
included in our Form 20-F.

As at

October 31, 2008

(in $ millions)

Total debt

(1)

.............................................................................................................................................

1,810

Total stockholders’ equity........................................................................................................................

3,892

400,000,000 authorized ordinary shares of 25 ZAR cents each; Ordinary shares issued October
31, 2008 - 350,687,488

(2)

....................................................................................................................

Additional paid-in capital.....................................................................................................................

7,430

Accumulated deficit

(3)

..........................................................................................................................

(2,656)

Accumulated other comprehensive income

(3)

......................................................................................

(894)

Total capitalization ..................................................................................................................................

5,702

(1) Including short-term and long-term debt. As at October 31, 2008, 77% of our long-term debt was designated in U.S.

dollars, 1% in South African rands and 22% in Australian dollars. For a discussion regarding our secured and unsecured
indebtedness, see "Operating and Financial review and prospects" included in our Form 20-F. As at October 31, 2008,

secured and unsecured debt accounted for approximately $28 million and $1,782 million, respectively, of total debt.

(2) On December 15, 2008, we issued 2,701,660 ordinary shares to the selling shareholder in connection with the acquisition

of São Bento Gold.

(3) As of September 30, 2008.
(4) Except as disclosed above, there has been no material change since October 31, 2008 in our consolidated capitalization

or indebtedness.

S-41

THE SELLING SHAREHOLDER

The selling shareholder is Eldorado Gold Corporation, via its wholly-owned subsidiary and agent

for purposes of selling these shares, São Bento Holdings Limited. The selling shareholder is a

corporation incorporated under the laws of Canada, with its principal executive offices at 1188-550
Burrard Street, Vancouver, British Columbia, Canada V6C ZB5.

As of December 15, 2008, the selling shareholder owned 2,701,660 of our ordinary shares,

representing 0.7643% of our total ordinary share capital. São Bento Holdings Limited, a wholly-owned
subsidiary of the selling shareholder, acquired all of these ordinary shares on December 15, 2008 in

connection with our acquisition of São Bento Gold and transferred beneficial ownership of these ordinary
shares to the selling shareholder on the same day. São Bento Holdings Limited has executed a
declaration of nominee ownership in which it has confirmed that all profits and advantages accruing or
arising from these shares shall be held for the sole use, benefit and advantage of and has agreed not to
sell, transfer or otherwise dispose of these shares except as directed by the selling shareholder. We
have agreed to facilitate the resale by the selling shareholder pursuant to this prospectus supplement of
all of these ordinary shares, including in the form of ADSs, in non-underwritten transactions during the

forty-day period beginning on the date of this prospectus supplement and ending on January 24, 2009.

Based on information provided to us by the selling shareholder, if the selling shareholder sells all

of the securities that it owns that are covered by this prospectus supplement, it will not own any of our

ordinary shares.

S-42

PLAN OF DISTRIBUTION

The securities to be offered and sold using this prospectus supplement are being registered to

permit public secondary offers and sales of these securities by the selling shareholder from time to time
during the forty-day period beginning on the date of this prospectus supplement and ending on January

24, 2009. We will not receive any of the proceeds from the sale by the selling shareholder of the
securities offered by this prospectus supplement. The aggregate proceeds to the selling shareholder

from the sale of the securities will be the purchase price of the securities less any commissions.

The securities may be sold in one or more non-underwritten transactions at prevailing market

prices at the time of sale. Such sales may be effected in transactions (which may involve crosses and
block transactions) (1) on any securities exchange or quotation service on which the securities may be

listed or quoted at the time of sale or (2) in the over-the-counter market.

The selling shareholder may be an “underwriter” within the meaning of the Securities Act. Any

profits on the sale of the securities by the selling shareholder may be deemed to be underwriting

discounts and “underwriters” within the meaning of the Securities Act will be subject to prospectus
delivery requirements of the Securities Act.

We have agreed to pay all fees and expenses in connection with the registration of the securities.

Set forth below is an itemization of the estimated total fees and expenses that are expected to be incurred
in connection with the registration of the securities.

SEC registration fee ........................................................................................................................................$3,000

Stock exchange listing and inspection fees .............................................................................................$60,000
Legal fees and expenses ..........................................................................................................................$230,000

Other expenses.................................................................................................................................................$7,000
Total ................................................................................................................................................................$300,000

We have agreed to indemnify the selling shareholder against certain liabilities, including liabilities

under the Securities Act, or to contribute to payments the selling shareholder may be required to make
because of any of those liabilities.

S-43

TAXATION

South African

taxation

The following discussion summarizes South African tax consequences of the ownership and

disposition of shares or ADSs by a U.S. holder (as defined below). This summary is based upon current
South African tax law and South African Inland Revenue practice, the convention between the

Government of the United States of America and the Republic of South Africa for the avoidance of double
taxation and the prevention of fiscal evasion with respect to taxes on income and capital gains, signed
February 17, 1997 (the “Treaty”), and in part upon representations of the depositary, and assumes

that each obligation provided for in, or otherwise contemplated by, a deposit agreement and any related
agreement will be performed in accordance with its respective terms.

The following summary of South African tax considerations does not address the tax

consequences to a U.S. holder that is resident in South Africa for South African tax purposes, whose
holding of shares or ADSs is effectively connected with a permanent establishment in South Africa
through which such U.S. holder carries on business activities or, in the case of an individual who performs
independent personal services, with a fixed base situated therein, or who is otherwise not entitled to full

benefits under the Treaty.

The statements of law set forth below are subject to any changes (which may be applied

retroactively) in South African law or in the interpretation thereof by the South African tax authorities, or in

the Treaty, occurring after the date hereof. It should be expressly noted that South African tax law does
not specifically address the treatment of ADSs. However, it is reasonable to assume (although no

assurance can be made) that the tax treatment of U.S. holders of shares is also applicable to U.S.
holders of ADSs.

Holders are strongly urged to consult their own tax advisors as to the consequences under South

African, U.S. federal, state and local, and other applicable laws, of the ownership and disposition of
shares or ADSs.

Taxation of dividends

South Africa imposes a corporate tax known as Secondary Tax on Companies (“STC”) on the

distribution of earnings in the form of dividends. Under the terms of an option granted to gold mining
corporations, we have elected not to be subject to STC. As a result, although our dividend payments are

not subject to STC, we pay corporate income tax at a slightly higher rate than would otherwise have been
the case. This election resulted in the overall tax paid by us being lower than the tax payable using the
standard corporate tax rate together with STC.

South Africa does not currently impose any withholding tax or any other form of tax on dividends

paid to U.S. holders with respect to shares, but there has been a recent announcement (as set out below)
that this is about to change. In the case of a South African withholding tax on dividends paid to a U.S.

holder with respect to shares, the Treaty would limit the rate of this tax to 5% of the gross amount of the
dividends if a U.S. holder holds directly at least 10% of our voting stock and 15% of the gross amount of
the dividends in all other cases. The above provisions shall not apply if the beneficial owner of the
dividends is a U.S. resident who carries on business in South Africa through a permanent establishment

situated in South Africa, or performs in South Africa independent personal services from a fixed base
situated in South Africa, and the dividends are attributable to such permanent establishment or fixed base.

On February 21, 2007, the South African Minister of Finance, Mr. Trevor Manuel, delivered his

2007 Budget Speech in which he stated that the STC currently levied at 12.5% will be replaced by a 10%
withholding tax that will be levied on shareholders in respect of dividends distributed by South African

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companies. The draft legislation giving effect to this withholding tax on dividends was published for

comment on July 31, 2008 and is expected to be introduced in 2009. If the draft withholding tax
legislation is promulgated in 2009 in its current form, then our marginal tax rate in South Africa (which is

applied to the income derived from our South African mining operations) will decrease from the current
rate of 43% to around 34%.

Taxation of gains on sale or other disposition

South Africa imposes a tax on capital gains, which applies mainly to South African residents and

only to a limited extent to non-residents. The meaning of the word “residents” is different for individuals
and corporations and is governed by the South African Income Tax Act of 1962 and by the Treaty. Gains
on the disposal of securities which are not capital in nature are usually subject to income tax. In either

case, a U.S. holder will not be subject to South African tax on the disposal of shares or ADSs unless the
U.S. holder carries on business in South Africa through a permanent establishment situated therein to

which the shares or ADSs are attributable.

Uncertificated Securities Tax ("UST")

The change of beneficial ownership of shares listed on an exchange in South Africa is subject to

UST at the rate of 0.25% of the taxable amount of the shares. Any change of beneficial ownership of

shares listed on an exchange outside South Africa and/or the transfer of ADSs is not subject to UST or to
any other South African tax. Where a change in beneficial ownership on a purchase of shares listed on
an exchange in South Africa:

•

takes place through a stockbroker, UST will be payable on the actual consideration; and

•

takes place off market (where either the change in beneficial ownership is effected by the CSDP
or the seller continues to hold the shares as nominee on behalf of the purchaser) and the
consideration for the shares is less than the lowest traded price of the shares on the date of the
relevant transaction, UST is payable on the closing traded price of the shares.

United States federal income taxation

The following is a general summary of the material U.S. federal income tax consequences of the

ownership and disposition of shares or ADSs to a U.S. holder (as defined below) that holds its shares or

ADSs as a capital asset. This summary is based on U.S. tax laws, including the Internal Revenue Code
of 1986, as amended (the “Code”), final and proposed Treasury regulations promulgated thereunder,
rulings, judicial decisions, administrative pronouncements, and the Treaty, all at the date of this
prospectus supplement, and all of which are subject to change or changes in interpretation, possibly with

retroactive effect. In addition, this summary is based in part upon the representations of the depositary
and the assumption that each obligation in the deposit agreement relating to the ADSs and any related

agreement will be performed in accordance with its terms.

This summary does not address all aspects of U.S. federal income taxation that may apply to

holders that are subject to special tax rules, including U.S. expatriates, insurance companies, tax-exempt

entities, banks, certain financial institutions, persons subject to the alternative minimum tax, regulated
investment companies, securities broker-dealers, traders in securities who elect to apply a mark -to-
market method of accounting, investors that own (directly, indirectly or by attribution) 10% or more of our
outstanding share capital or voting stock, partnerships, persons holding their shares or ADSs as part of a

straddle, hedging or conversion transaction, persons who acquired their shares or ADSs pursuant to the
exercise of employee stock options or otherwise as compensation, or persons whose functional currency

is not the U.S. dollar. Such holders may be subject to U.S. federal income tax consequences different
from those set forth below.

As used herein, the term “U.S. holder” means a beneficial owner of shares or ADSs that is (a) a

citizen or individual resident of the United States for U.S. federal income tax purposes; (b) a corporation

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(or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or

under the laws of the United States or any state thereof (including the District of Columbia); (c) an estate,
the income of which is subject to U.S. federal income taxation regardless of its source; or (d) a trust if a

court within the United States can exercise primary supervision over the administration of the trust and
one or more U.S. persons are authorized to control all substantial decisions of the trust. If a partnership
(including for this purpose, any entity treated as a partnership for U.S. federal income tax purposes) holds
shares or ADSs, the tax treatment of a partner generally will depend upon the status of the partner and
the activities of the partnership. If a U.S. holder is a partner in a partnership that holds shares or ADSs,
the holder is urged to consult its own tax advisor regarding the specific tax consequences of the
ownership and disposition of the shares or ADSs.

U.S. holders should consult their own tax advisors regarding the specific South African and U.S.

federal, state and local tax consequences of owning and disposing of shares or ADSs in light of their
particular circumstances as well as any consequences arising under the laws of any other taxing

jurisdiction. In particular, U.S. holders are urged to consult their own tax advisors regarding whether they
are eligible for benefits under the Treaty.

For U.S. federal income tax purposes, a U.S. holder of ADSs should be treated as owning the

underlying shares represented by those ADSs. Therefore deposits or withdrawals by a U.S. holder of
shares for ADSs or of ADSs for shares will not be subject to U.S. federal income tax. The following

discussion (except where otherwise expressly noted) applies equally to U.S. holders of shares and U.S.
holders of ADSs.

This discussion assumes that we are not, and will not become, a passive foreign investment

company for U.S. federal income tax purposes, as described below.

Taxation of Dividends

The gross amount of any distribution (including the amount of any South African withholding tax

thereon) paid to a U.S. holder by us generally will be taxable as dividend income to the U.S. holder for

U.S. federal income tax purposes on the date the distribution is actually or constructively received by the
U.S. holder, in the case of shares, or by the depositary, in the case of ADSs. Corporate U.S. holders will

not be eligible for the dividends received deduction in respect of dividends paid by us. For foreign tax
credit limitation purposes, dividends paid by us will be income from sources outside the United States. At
present, South Africa does not impose a withholding tax or any other form of tax on dividends paid to U.S.
holders with respect to shares. The South African government, however, has recently announced its
intent to enact a 10% dividend withholding tax, which is expected to be phased in during 2008 and 2009.
See “Taxation – South African Taxation – Taxation of Dividends”.

The amount of any distribution paid in foreign currency (including the amount of any South

African withholding tax thereon) generally will be includible in the gross income of a U.S. holder of shares
in an amount equal to the U.S. dollar value of the foreign currency calculated by reference to the spot rate
in effect on the date of receipt by the U.S. holder, in the case of shares, or by the depositary, in the case

of ADSs, regardless of whether the foreign currency is converted into U.S. dollars on such date. If the
foreign currency is converted into U.S. dollars on the date of receipt, a U.S. holder of shares generally

should not be required to recognize foreign currency gain or loss in respect of the dividend. If the foreign
currency received is not converted into U.S. dollars on the date of receipt, a U.S. holder of shares
generally will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt.
Any gain or loss recognized upon a subsequent conversion or other disposition of the foreign currency

generally will be treated as U.S. source ordinary income or loss. In the case of a U.S. holder of ADSs,
the amount of any distribution paid in a foreign currency generally will be converted into U.S. dollars by

the depositary upon its receipt. Accordingly, a U.S. holder of ADSs generally will not be required to
recognize foreign currency gain or loss in respect of the distribution. Special rules govern and specific
elections are available to accrual method taxpayers to determine the U.S. dollar amount includible in
income in the case of taxes withheld in a foreign currency. Accrual basis taxpayers are therefore urged to

consult their own tax advisors regarding the requirements and elections applicable in this regard.

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Subject to certain limitations, it is anticipated that South African withholding taxes will be treated

as foreign taxes eligible for credit against a U.S. holder’s U.S. federal income tax liability. The limitation
on foreign taxes eligible for credit is calculated separately with respect to specific classes of income.

Dividend income generally will constitute “passive category” income, or in the case of certain U.S. holders,
“general category” income. The use of foreign tax credits is subject to complex conditions and limitations.
In lieu of a credit, a U.S. holder who itemizes deductions may elect to deduct all of such holder’s foreign
taxes in the taxable year. A deduction does not reduce U.S. tax on a dollar-for-dollar basis like a tax
credit, but the deduction for foreign taxes is not subject to the same limitations applicable to foreign tax
credits. U.S. holders are urged to consult their own tax advisors regarding the availability of foreign tax
credits.

Certain U.S. holders (including individuals) are eligible for reduced rates of U.S. federal income

tax (currently a maximum of 15%) in respect of “qualified dividend income” received in taxable years
beginning before January 1, 2011. For this purpose, qualified dividend income generally includes

dividends paid by a non-U.S. corporation if, among other things, the U.S. holders meet certain minimum
holding period and other requirements and the non-U.S. corporation satisfies certain requirements,

including either that (i) the ordinary shares (or ADSs) with respect to which the dividend has been
paid are readily tradable on an established securities market in the United States, or (ii) the non -U.S.
corporation is eligible for the benefits of a comprehensive U.S. income tax treaty (such as the Treaty)
which provides for the exchange of information. We currently believe that dividends paid with respect to

our shares and ADSs should constitute qualified dividend income for U.S. federal income tax purposes.
We anticipate that our dividends will be reported as qualified dividends on Forms 1099-DIV delivered to

U.S. holders. Each individual U.S. holder of our shares or ADSs is urged to consult his own tax advisor
regarding the availability to him of the reduced dividend tax rate in light of his own particular situation.

The U.S. Treasury has expressed concern that parties to whom ADSs are pre-released may be

taking actions that are inconsistent with the claiming of foreign tax credits for U.S. holders of ADSs. Such
actions would also be inconsistent with the claiming of the reduced rate of tax described above,
applicable to dividends received by certain non-corporate holders. Accordingly, the analysis of the
creditability of South African withholding taxes or the availability of qualified dividend treatment could be

affected by future actions that may be taken by the U.S. Treasury with respect to ADSs.

Taxation of capital gains

In general, upon a sale, exchange or other disposition of shares or ADSs, a U.S. holder will

recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference
between the U.S. dollar value of the amount realized on the disposition and the holder’s tax basis,

determined in U.S. dollars, in the shares or ADSs. Such gain or loss generally will be U.S. source gain or
loss, and will be treated as a long-term capital gain or loss if the holder’s holding period in the shares or
ADSs exceeds one year at the time of disposition. If the U.S. holder is an individual, any capital gain
generally will be subject to U.S. federal income tax at preferential rates if specified minimum holding

periods are met. The deductibility of capital losses is subject to significant limitations.

The amount realized on a sale or other disposition of shares for an amount in foreign currency will

be the U.S. dollar value of this amount on the date of sale or disposition On the settlement date, the U.S.

holder will recognize U.S. source foreign currency gain or loss (taxable as ordinary income or loss) equal
to the difference (if any) between the U.S. dollar value of the amount received based on the exchange

rates in effect on the date of sale or other disposition and the settlement date. However, in the case of
shares traded on an established securities market that are sold by a cash basis U.S. holder (or an accrual
basis U.S. holder that so elects), the amount realized will be based on the exchange rate in effect on the
settlement date for the sale, and no exchange gain or loss will be recognized at that time.

Foreign currency received on the sale or other disposition of a share will have a tax basis equal to

its U.S. dollar value on the settlement date. Any gain or loss recognized on a sale or other disposition of
foreign currency (including its use to purchase shares or upon exchange for U.S. dollars) will be U.S.

source ordinary income or loss.

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Passive foreign investment company considerations

A non-U.S. corporation will be classified a Passive Foreign Investment Company (a “PFIC”) for

any taxable year if at least 75% of its gross income consists of passive income (such as dividends,
interest, rents or royalties (other than rents or royalties derived in the active conduct of a trade or

business and received from an unrelated person), certain commodities income, or gains on the
disposition of certain minority interests), or at least 50% of the average value of its assets consists of

assets that produce, or are held for the production of, passive income. We believe that we were not a
PFIC for the taxable year ended December 31, 2007 and do not expect to become a PFIC in the
foreseeable future. If we were characterized as a PFIC for any taxable year, a U.S. holder would suffer

adverse tax consequences.

These consequences may include having gains realized on the disposition of shares or ADSs

treated as ordinary income rather than capital gains and being subject to punitive interest charges on the

receipt of certain dividends and on the proceeds of the sale or other disposition of the shares or ADSs.
Furthermore, dividends paid by us would not be “qualified dividend income” and would be taxed at the
higher rates applicable to other items of ordinary income. U.S. holders should consult their own tax
advisors regarding the potential application of the PFIC rules to their ownership of the shares

or ADSs.

U.S. information reporting and backup withholding

Dividend payments made to a holder and proceeds paid from the sale, exchange, or other

disposition of shares or ADSs may be subject to information reporting to the Internal Revenue Service
(the “IRS”). U.S. federal backup withholding generally is imposed at a current rate of 28% on specified
payments to persons who fail to furnish required information. Backup withholding will not apply to a

holder who furnishes a correct taxpayer identification number or certificate of foreign status and makes
any other required certification, or who is otherwise exempt from backup withholding. U.S. persons who

are required to establish their exempt status generally must provide IRS Form W -9 (Request for Taxpayer
Identification Number and Certification).

Non-U.S. holders generally will not be subject to U.S. information reporting or backup withholding.

However, these holders may be required to provide certification of non-U.S. status (generally on IRS
Form W-8BEN) in connection with payments received in the United States or through certain U.S.-related
financial intermediaries.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be

credited against a holder’s U.S. federal income tax liability. A holder may obtain a refund of any excess
amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with

the IRS and furnishing any required information.

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DESCRIPTION OF ADSs

American Depositary Shares

The Bank of New York Mellon, as depositary, will register and deliver American Depositary

Shares, also referred to as ADSs. Each ADS will represent one ordinary share (or a right to receive one
share) deposited with The Standard Bank of South Africa Limited, Société Générale South Africa Limited,
FirstRand Bank Limited, National Australia Bank Limited of Australia and New Zealand Banking Group

Limited, each as a custodian for the depositary, and all of which are referred to collectively as the
custodian. Each ADS will also represent any other securities, cash or other property which may be held
by the depositary. The depositary’s corporate trust office at which the ADSs will be administered is
located at 101 Barclay Street, New York, New York 10286. The Bank of New York Mellon’s principal

executive office is located at One Wall Street, New York, New York 10286.

You may hold ADSs either (A) directly (i) by having an American Depositary Receipt, also

referred to as an ADR, which is a certificate evidencing a specific number of ADSs, registered in your

name, or (ii) by having ADSs registered in your name in the Direct Registration System, or (B) indirectly
by holding a security entitlement in ADSs through your broker or other financial institution. If you hold

ADSs directly, you are an ADS holder. This description assumes you are an ADS holder. If you hold the
ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the
rights of ADS registered holders described in this section. You should consult with your broker or
financial institution to find out what those procedures are.

The Direct Registration System, or DRS, is a system administered by DTC pursuant to which the

depositary may register the ownership of uncertificated ADSs, which ownership shall be evidenced by
periodic statements sent by the depositary to the registered holders of uncertificated ADSs.

As an ADS holder, we will not treat you as one of our shareholders and you will not have

shareholder rights. South African law governs shareholder rights. The depositary will be the holder of the
shares underlying your ADSs. As a registered holder of ADSs, you will have ADS holder rights. A

deposit agreement among us, the depositary and you, as an ADS holder, and all other persons indirectly
holding ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. New

York law governs the deposit agreement and the ADSs.

The following is a summary of the material provisions of the deposit agreement. For more

complete information, you should read the entire deposit agreement and the form of ADR, which we have
filed with the SEC as an exhibit to our registration statement on Form F-6/A (File No. 333-133049) on

May 27, 2008. The Form F-6/A is available for inspection at the offices of the SEC in the manner
described in “Where You Can Find More Information” on page S-1 of this prospectus supplement.

Dividends and Other Distributions

The Bank of New York Mellon has agreed to pay to holders of ADSs the cash dividends or other

distributions it or a custodian receives on our ordinary shares or other deposited securities after deducting
any fees and expenses and any applicable withholding taxes. Holders of ADSs will receive these

distributions in proportion to the number of our ordinary shares that their ADSs represent.

Cash

The Bank of New York Mellon will convert any cash dividend or other cash distribution we pay on

our ordinary shares into U.S. dollars (unless we pay it in U.S. dollars), if it can do so on a reasonable
basis and can transfer the U.S. dollars to the United States. Currently, we pay dividends on ordinary
shares in South African rand. We may declare dividends and distributions on ordinary shares in any

currency that the board of directors or shareholders at a general meeting approve.

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The Bank of New York Mellon will convert the South African rand it receives from us to U.S.

dollars and distribute dividends in U.S. dollars to registered holders of ADSs. If that is no longer possible
or if any approval from any government is needed and cannot be obtained, The Bank of New York Mellon

may distribute non-U.S. currency only to those ADS holders to whom it is possible to make this type of
distribution.

The Bank of New York Mellon may hold the non-U.S. currency it cannot convert for the account of

holders of ADSs who have not been paid. It will not invest the non-U.S. currency, and it will not be liable
for the interest. Before making a distribution, any withholding taxes that must be paid will be deducted.
See “Payment of Taxes” below. The Bank of New York Mellon will distribute only whole U.S. dollars and

cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a
time when The Bank of New York Mellon cannot convert the non-U.S. currency, holders of ADSs may
lose some or all of the value of the distribution.

Ordinary shares

The Bank of New York Mellon may distribute to holders of ADSs additional ADSs representing

ordinary shares that we distribute as a dividend or free distribution, if we provide it promptly with

satisfactory evidence that it is legal to do so. If The Bank of New York Mellon does not distribute
additional ADSs, the outstanding ADSs will also represent the newly distributed ordinary shares. The
Bank of New York Mellon will only distribute whole ADSs. It will sell ordinary shares that would require it
to deliver a fraction of an ADS and distribute the net proceeds in the same way as it distributes cash. The

depositary may sell a portion of the distributed shares sufficient to pay its fees and expenses in
connection with that distribution.

Rights to subscribe for additional ordinary shares

If we offer holders of our ordinary shares any rights to subscribe for additional ordinary shares or

any other rights, The Bank of New York Mellon, after consultation with us, may make these rights
available to holders of ADSs or sell the rights and distribute the proceeds in the same way as it distributes
cash. If The Bank of New York Mellon cannot do either of these things for any reason, it may allow these
rights to lapse. In that case, holders of ADSs will receive no value for them.

If The Bank of New York Mellon makes these types of subscription rights available to holders of

ADSs upon instruction from holders of ADSs, it will exercise the rights and purchase our ordinary shares
on their behalf. The Bank of New York Mellon will then deposit the ordinary shares and deliver ADSs to
the holders of ADSs. It will only exercise these rights if holders of ADSs pay it the exercise price and any

other charges the rights require them to pay.

U.S. securities laws may restrict the sale, deposit, cancellation and transfer of the ADSs issued

after exercise of rights. For example, holders of ADSs may not be able to trade the ADSs freely in the

United States. In this case, The Bank of New York Mellon may deliver ADSs which are “restricted
securities” within the meaning of Rule 144 which will have the same provisions as the ADSs described

here, except for the changes needed to put the restrictions in place.

Other distributions

The Bank of New York Mellon will send to holders of ADSs any other distributions that we make

on deposited securities by any means it thinks is legal, fair and practical. If it cannot make the distribution

in that way, The Bank of New York Mellon may decide to sell what we distribute, and then distribute the
net proceeds in the same way as it distributes cash, or it may decide to hold what we distribute, in which

case the outstanding ADSs will also represent the newly distributed property. However, the depositary is
not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory
evidence from us that it is legal to make that distribution. The depositary may sell a portion of the
distributed securities or property sufficient to pay its fees and expenses in connection with that
distribution.

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The Bank of New York Mellon is not responsible if it decides that it is unlawful or impractical to

make a distribution available to any ADS holders. We have no obligation to register ADSs, ordinary
shares, rights or other securities under the Securities Act. We also have no obligation to take any other

action to permit the distribution of ADSs, ordinary shares, rights or anything else to ADS holders. This
means that the holders of ADSs may not receive the distribution we make on our ordinary shares or any
value for them if it is illegal or impractical for us to make them available to the holders of ADSs.

Deposit, Withdrawal and Cancellation

The Bank of New York Mellon will deliver ADSs if a holder of our ordinary shares or their broker

deposits our ordinary shares or evidence of rights to receive ordinary shares with the custodian. Upon
payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer

taxes or fees, The Bank of New York Mellon will register the appropriate number of ADSs in the names
such holder of our ordinary shares requests and will deliver the ADSs at its Corporate Trust office to the

persons such holders request.

Holders of ADSs may turn in their ADSs at The Bank of New York Mellon’s Corporate Trust

Office. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or

stock transfer taxes or fees, The Bank of New York Mellon will deliver (1) the underlying ordinary shares
to an account designated by the relevant holder of ADSs and (2) any other deposited securities
underlying the ADSs at the office of the Custodian. Or, at the request, risk and expense of ADS holders,
The Bank of New York Mellon will deliver the deposited securities at its Corporate Trust Office.

How do ADS holders interchange between certificated ADSs and uncertificated ADSs?

You may surrender your ADR to the depositary for the purpose of exchanging your ADR for

uncertificated ADSs. The depositary will cancel that ADR and will send to the ADS registered holder a
statement confirming that the ADS registered holder is the registered holder of uncertificated ADSs.
Alternatively, upon receipt by the depositary of a proper instruction from a registered holder of
uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the depositary
will execute and deliver to the ADS registered holder an ADR evidencing those ADSs.

Voting Rights

ADS registered holders may instruct the depositary to vote the number of deposited shares their

ADSs represent. The depositary will notify ADS registered holders of shareholders’ meetings and
arrange to deliver our voting materials to them if we ask it to. Those materials will describe the matters to

be voted on and explain how ADS registered holders may instruct the depositary how to vote. For
instructions to be valid, they must reach the depositary by a date set by the depositary.

Otherwise, you won’t be able to exercise your right to vote unless you withdraw the shares.

However, you may not know about the meeting enough in advance to withdraw the shares.

The Bank of New York Mellon will try, as far as practical, to vote or to have its agents vote the

ordinary shares or other deposited securities as holders of ADSs instruct, but this is subject to South

African law, the provisions of our Memorandum and Articles of Association and of the deposited securities
and any applicable rule of the JSE. The Bank of New York Mellon will only vote or attempt to vote as
such holders of ADSs instruct.

We cannot assure the holders of ADSs that they will receive the voting materials in time for them

to instruct The Bank of New York Mellon to vote their ordinary shares. In addition, The Bank of New York
Mellon and its agents are not responsible for failing to carry out voting instructions or for the manner of
carrying out voting instructions. This means that holders of ADSs may not be able to exercise their right

to vote and there may be nothing they can do if their ordinary shares are not voted as they requested.

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Fees and Expenses

ADS holders must pay:

For:

$5.00 (or less) per 100 ADSs

Each issuance of an ADS, including as a result of a
distribution of AngloGold Ashanti ordinary shares or

rights or other property

Each cancellation of an ADS, including if the deposit
agreement terminates

$0.02 (or less) per ADS

Any cash payment

A fee equivalent to the fee that would have
been payable if the securities distributed had

been ordinary shares deposited for issuance of
ADSs

Distribution of securities distributed to holders of
deposited securities that are distributed by The Bank of

New York Mellon to ADS holders

$0.02 (or less) per ADS per year

Depositary services

Registration or transfer fees

Transfer and registration of our ordinary shares on our
share register to or from the name of The Bank of New

York Mellon or its agent when our ordinary shares are
deposited or withdrawn

Expenses of The Bank of New York Mellon

Conversion of non-U.S. currency to U.S. dollars

Cable, telex and facsimile transmission expenses

Servicing the deposited securities

Taxes and other governmental charges The

Bank of New York Mellon or any custodian has
to pay on any ADS or AngloGold Ashanti

ordinary share underlying an ADS, for
example, stock transfer taxes, stamp duty or
withholding taxes

As necessary

Payment of Taxes

Holders of ADSs will be responsible for any taxes or other governmental charges payable on their

ADSs or on the deposited securities underlying their ADSs. The Bank of New York Mellon may refuse to

transfer their ADSs or allow them to withdraw the deposited securities underlying their ADSs until such
taxes or other charges are paid. It may apply payments owed to holders of ADSs or sell deposited
securities underlying their ADSs to pay any taxes they owe, and they will remain liable for any deficiency.
If it sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay

to holders of ADSs any proceeds, or send to them any property, remaining after it has paid the taxes.

S-52

Reclassifications

If we:

Then:

Change the nominal or par value of the
ordinary shares;

Reclassify, split or consolidate any of the

deposited securities;

Distribute securities on the ordinary shares
that are not distributed to holders of ADSs;

Recapitalize, reorganize, merge, liquidate,
sell all or substantially all of its assets, or

take any similar action.

The cash, ordinary shares or other securities received by
The Bank of New York Mellon will become deposited

securities. Each ADS will automatically represent its equal

share of the new deposited securities.

The Bank of New York Mellon may, and will if we ask it to,

distribute some or all of the cash, AngloGold Ashanti’s
ordinary shares or other securities it receives. It may also

issue new ADSs or ask holders of ADSs to surrender their

outstanding ADSs in exchange for new ADSs identifying

the new deposited securities.

Amendment and Termination

We may agree with The Bank of New York Mellon to amend the deposit agreement and the ADSs

without the consent of holders for any reason. If the amendment adds or increases fees or charges
(except for taxes and other governmental charges or registration fees, cable, telex or facsimile
transmission costs, delivery costs or other such expenses) or if the amendment prejudices an important
right of ADS holders, it will only become effective 30 days after The Bank of New York Mellon notifies

holders of ADSs of the amendment. At the time an amendment becomes effective, holders of ADSs are
considered, by continuing to hold their ADSs, to agree to the amendment and to be bound by the ADSs

and the agreement as amended.

The Bank of New York Mellon may terminate the deposit agreement by mailing notice of

termination to ADS holders at least 30 days prior to the date fixed in the notice if we ask it to do so. The

Bank of New York Mellon may also terminate the deposit agreement if The Bank of New York Mellon has
told us that it would like to resign and we have not appointed a new depositary bank within 90 days. In
both cases, The Bank of New York Mellon must notify holders of our ADSs at least 30 days before
termination.

After termination, The Bank of New York Mellon and its agents will be required to do only the

following under the deposit agreement: collect distributions on the deposited securities, sell rights, and,

upon surrender of ADSs, deliver our ordinary shares and other deposited securities. Four months after
the date of termination or later, The Bank of New York Mellon may sell any remaining deposited securities
by public or private sale and will hold the proceeds of the sale, as well as any other cash it is holding
under the deposit agreement, for the pro rata benefit of the ADS holders who have not surrendered their

ADSs. It will not invest the money and will have no liability for interest. The Bank of New York Mellon’s
only obligations will be to account for the proceeds of the sale and other cash. After termination, our only

obligations will be with respect to indemnification of, and payment of certain amounts to, The Bank of
New York Mellon.

Limitations on Obligations and Liability to ADS Holders

The deposit agreements expressly limit our obligations and the obligations of The Bank of New

York Mellon, and they limit our liability and the liability of The Bank of New York Mellon. We and The
Bank of New York Mellon:

•

are only obligated to take the actions specifically set forth in the deposit agreement without

negligence or bad faith;

S-53

•

are not liable if either we or The Bank of New York Mellon is prevented or delayed by law or

circumstances beyond our control from performing our obligations under the deposit agreement;

•

are not liable if either we or The Bank of New York Mellon exercises discretion permitted under

the deposit agreement;

•

are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited

securities that is not made available to holders of ADSs under the terms of the deposit
agreement, or for any special, consequential or punitive damages for any breach of the terms of

the deposit agreement;

•

have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the

agreement on behalf of the holders of ADS holders or on behalf of any other party;

•

may rely on advice of or information from legal counsel, accountants, and any persons presenting

our ordinary shares for deposit, any registered holder or any other person believed by us in good
faith to be competent to give such advice or information; and

•

pursuant to the deposit agreement, we and The Bank of New York Mellon agree to indemnify

each other under certain circumstances.

Requirements for Depositary Action

Before The Bank of New York Mellon will issue, transfer or register the transfer of an ADS, make

a distribution on an ADS, or allow withdrawal of our ordinary shares, The Bank of New York Mellon may
require:

•

payment of stock transfer or other taxes or other governmental charges and transfer or

registration fees charged by third parties for the transfer of any ordinary shares or other deposited

securities;

•

production of satisfactory proof of the identity and genuineness of any signature or other
information it deems necessary; and

•

compliance with regulations it may establish, from time to time, consistent with the deposit
agreement, including presentation of transfer documents.

The Bank of New York Mellon may refuse to deliver, transfer or register transfers of ADSs

generally when the books of The Bank of New York Mellon or our books are closed, or at any time if
either we or The Bank of New York Mellon thinks it advisable to do so.

Holders of ADSs have the right to cancel their ADSs and withdraw the underlying ordinary shares

at any time except:

•

when temporary delays arise because: (1) either we or The Bank of New York Mellon have
closed our transfer books; (2) the transfer of the ordinary shares is blocked in connection with

voting at a general meeting of shareholders; or (3) we are paying a dividend on the ordinary

shares;

•

when ADS holders seeking to withdraw the ordinary shares owe money to pay fees, taxes and

similar charges; or

•

when it is necessary to prohibit withdrawals in order to comply with any laws or governmental
regulations that apply to ADSs or to the withdrawal of the ordinary shares or other deposited

securities.

This right of withdrawal may not be limited by any other provision of the deposit agreement.

Pre -release of ADSs

In certain circumstances, subject to the provisions of the deposit agreement, The Bank of New

York Mellon may deliver ADSs before deposit of the underlying ordinary shares. This is called a pre-
release of the ADS.

S-54

The Bank of New York Mellon may also deliver our ordinary shares upon cancellation of pre-

released ADSs (even if the ADSs are cancelled before the pre-release transaction has been closed out).
A pre-release is closed out as soon as the underlying ordinary shares are delivered to The Bank of New

York Mellon. The Bank of New York Mellon may receive ADSs instead of ordinary shares to close out a
pre-release.

The Bank of New York Mellon may pre -release ADSs only under the following conditions:

•

before or at the time of the pre-release, the person to whom the pre-release is being made must
represent to The Bank of New York Mellon in writing that it or its customer: (a) owns the ordinary

shares or ADSs to be remitted, (b) assigns all beneficial rights, title and interest in such ADSs or
ordinary shares, as the case may be, to The Bank of New York Mellon in its capacity as the

depositary and for the benefit of the ADS holders, and (c) will not take any action with respect to

such ADSs or ordinary shares, as the case may be, that is consistent with the transfer of

beneficial ownership (including, without the consent of The Bank of New York Mellon, disposing
of such ADSs or ordinary shares, as the case may be) other than satisfaction of such pre-release;

•

the pre-release must be fully collateralized with cash, U.S. government securities, or other
collateral that The Bank of New York Mellon considers appropriate; and

•

The Bank of New York Mellon must be able to close out the pre-release on not more than five

business days’ notice. Each pre-release will be subject to any further indemnities and credit

regulations that The Bank of New York Mellon deems appropriate. The Bank of New York Mellon
will normally limit the number of ordinary shares not deposited but represented by ADSs

outstanding at any time as a result of pre-release so that they do not exceed 30% of the ordinary
shares deposited, although The Bank of New York Mellon may disregard this limit from time to

time, if it thinks it is appropriate to do so.

Direct Registration System

In the deposit agreement, all parties to the deposit agreement acknowledge that the DRS and

Profile Modification System, or Profile, will apply to uncertificated ADSs upon acceptance thereof to DRS
by The Depository Trust Company, also referred to as DTC. DRS is the system administered by DTC

pursuant to which the depositary may register the ownership of uncertificated ADSs, which ownership
shall be evidenced by periodic statements sent by the depositary to the registered holders of

uncertificated ADSs. Profile is a required feature of DRS which allows a DTC participant, claiming to act
on behalf of a registered holder of ADSs, to direct the depositary to register a transfe r of those ADSs to
DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt
by the depositary of prior authorization from the ADS registered holder to register that transfer.

In connection with and in accordance with the arrangements and procedures relating to

DRS/Profile, the parties to the deposit agreement understand that the depositary will not verify, determine
or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an ADS holder

in requesting registration of transfer and delivery described in the paragraph above has the actual
authority to act on behalf of the ADS holder (notwithstanding any requirements under the Uniform

Commercial Code). In the deposit agreement, the parties agree that the depositary’s reliance on and
compliance with instructions received by the depositary through the DRS/Profile System and in
accordance with the deposit agreement shall not constitute negligence or bad faith on the part of the
depositary.

Shareholder communications; inspection of register of holders of ADSs

The depositary will make available for your inspection at its office all communications that it

receives from us as a holder of deposited securities that we make generally available to holders of
deposited securities. The depositary will send you copies of those communications if we ask it to. You
have a right to inspect the register of holders of ADSs, but not for the purpose of contacting those holders

about a matter unrelated to our business or the ADSs.

S-55

EXPERTS

Ernst & Young, independent registered public accounting firm, has audited our consolidated

financial statements included in our Annual Report on Form 20-F for the years ended December 31,
2005, 2006 and 2007, as set fort h in their report, which is incorporated by reference in this prospectus.

Our financial statements are incorporated by reference in reliance on the Ernst & Young report, given on
their authority as experts in accounting and auditing.

The financial statements of Société des Mines de Morila S.A. incorporated in this prospectus by

reference to our 2007 Annual Report on Form 20-F, have been so incorporated, in respect of the year
ended December 31, 2006, in reliance on the report by Ernst & Young, independent registered public
accounting firm, given on the authority of said firm as experts in auditing and accounting and, in respect

of the year ended December 31, 2005, in reliance on the report by PricewaterhouseCoopers,
independent registered public accounting firm, given on the authority of said firm as experts in auditing

and accounting.

The financial statement of Société d’ Exploitation des Mines d’Or de Sadiola S.A. and the

financial statements of Mines d’Or de Yatela S.A., incorporated in this prospectus by reference to the our

2007 Annual Report on Form 20-F, have been so incorporated in reliance on the reports by KPMG Inc.,
independent registered public accounting firm, given on the authority of said firm as experts in auditing
and accounting.

No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this
prospectus supplement or the accompanying prospectus. You

must not rely on any unauthorized information or
representations. This prospectu s supplement is an offer to sell
only the shares offered hereby, but only under circumstances
and in jurisdictions where it is lawful to do so. The information

contained in this prospectus supplement and the accompanying
prospectus is current only as of its date.

________________________

TABLE OF CONTENTS

Prospectus Supplement

Page

About this Prospectus Supplement ...................................S-1
Where You Can Find More Information............................. S-1
Note Regarding Forward-Looking Statements .................... S-1
Non-GAAP Financial Measures ....................................... S-2
Incorporation by Reference ........................................... S-2
Prospectus Supplement Summary .................................. S-4
Risk Factors ...............................................................S-16
Use of Proceeds .........................................................S-34
Reconciliation of Total Cash Costs and Total

Production Costs to Financial Statements ....................S-35

Historical Ordinary Share and ADS Trading,

Dividends and Exchange Rate Information ...................S-37

Capitalization ...............................................................S-40
The Selling Shareholder..................................................S-41
Plan of Distribution .......................................................S-42
Taxation.......................................................................S-43
Description of ADSs......................................................S-48
Experts........................................................................S-55

Prospectus

Where You Can Find More Information ...............................3
Forward-Looking Statements..............................................3
Enforceability of Certain Civil Liabilities .............................4

The Company .................................................................4

Ratio of Earnings to Fixed Charges ...................................4
Reasons for the Offering and Use of Proceeds....................5

Prospectus Supplement ....................................................5

South African Reserve Bank Approval ................................5

Description of Ordinary Shares and ADSs............................5

Description of Debt Securities............................................5
Description of Warrants ..................................................19
Description of Rights to Purchase Ordinary Shares .............20

Plan of Distribution..........................................................20

Legal Matters .................................................................22

Experts .........................................................................22

Up to 2,701,660 Ordinary Shares

AngloGold Ashanti Limited

PROSPECTUS SUPPLEMENT

December 15, 2008