5
·
As regards the loan shares, the benefit due to eligible employees on each
vesting date will be calculated on the basis of the difference between the
share price on the issue date (taking account of the 10% discount) (exercise
price) and the share price on the vesting date, taking into account the
escalation factor accruing at 7% per annum and offset by 50% of the
dividend flow.
·
If the share price on the vesting date is below the share price on the issue
date, eligible employees will not benefit nor will they incur any loss. In this
circumstance, however, the Bokamoso ESOP rules provide for a six-month
extension of the vesting date in anticipation that share price increases during
that period may provide a benefit for eligible employees.
·
On each vesting date, eligible employees will receive the benefits due to
them in AngloGold Ashanti shares. They will be able to elect to convert
these into cash or to transfer them to their retirement funds. In addition, the
Bokamoso ESOP Trust will be tasked with investigating other possible
investment options for eligible employees.
1.4.1.2.
Dividends
·
Employees will receive all the dividends paid on the free shares allocated to
them.
·
Employees will receive all the dividends paid on the loan shares (that is,
50% of the dividends that accrue on AngloGold Ashanti ordinary shares)
allocated to them.
1.4.2.
Bokamoso ESOP administration and discretionary expenses
The company will administer the Bokamoso ESOP on behalf of the Bokamoso Trust at
no cost to the Bokamoso Trust. Other expenses, such as independent trustees’ fees
and discretionary education and training activities will be split so that the company
bears two-thirds of the cost, and the Bokamoso Trust one-third.
1.4.3.
Collective ownership benefits
1.4.3.1.
Both the free shares and the loan shares will have full voting rights.
1.4.3.2.
The Bokamoso Trust will be managed by a nine-person board of trustees whose
functions will include managing the Bokamoso ESOP in the interests of eligible
employees and exercising the voting rights attaching to the shares issued to the
Bokamoso Trust on behalf of eligible employees.
1.4.3.3.
The board of trustees will be appointed as follows:
·
two trustees appointed by the NUM;
·
one trustee appointed by UASA;
·
one trustee appointed by Solidarity; and
·
one trustee appointed by AngloGold Ashanti;
·
four independent trustees nominated by consensus by the company and
the trade unions.
2.
The Izingwe Holdings transaction
2.1.
This transaction will be structured in a manner similar to the loan share structure in the
Bokamoso ESOP.
2.2.
Izingwe Holdings will subscribe for and AngloGold Ashanti will issue approximately 1,400,000
loan shares, representing approximately 0.5% of the company’s issued share capital.