Edgar Filing: ANGLOGOLD ASHANTI LTD

Page 1

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

THE SECURITIES EXCHANGE ACT OF 1934

Report on Form 6-K dated March 29, 2007

Commission File Number 1-14846

AngloGold Ashanti Limited

(Translation of registrant’s name into English)

11 Diagonal Street

Johannesburg, 2001

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

South Africa

(Address of principal executive offices)

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

Form 20-F X Form 40-F

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

Yes No X

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

Yes No X

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

Yes No X

Enclosure: Press release – Notice of meeting, proxy and voting instruction forms

AngloGold Ashanti Limited

(Incorporated in the Republic of South Africa)

Registration number 1944/017354/06

ISIN: ZAE000043485

JSE Share code: ANG

(“AngloGold Ashanti” or “the company”)

This document is important and requires your immediate attention

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

broker, Central Securities Depositary Participant (CSDP), banker, financial

adviser, accountant or other professional adviser immediately

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

forward this document together with the enclosed form of proxy to the

purchaser of such shares or the broker, banker or other agent through

whom you disposed of such shares.

Included in this document are the following:

The notice of meeting setting out the resolutions to be proposed,

together with explanatory notes. There are also guidance notes if you

wish to attend the meeting (for which purpose an AGM location map

is included) or to vote by proxy.

Proxy form for completion, signature and submission to the share

registrars by shareholders holding AngloGold Ashanti ordinary shares

in certificated form or recorded in sub-registered electronic form in

“own name”.

CDI voting instruction form for completion, signature and submission

by Australian holders of Chess Depositary Interests (CDIs).

Shareholders on the South African register who have dematerialised

through STRATE their AngloGold Ashanti ordinary shares, other than those

whose shareholding is recorded in their “own name” in the sub-register

maintained by their CSDP and who wish to attend the meeting in person,

will need to request their CSDP or broker to provide them with the

necessary authority in terms of the custody agreement entered into

between the dematerialised shareholder and the CSDP or broker.

AngloGold Ashanti_Notice of meeting 2006

INVITATION

Friday, 4 May 2007, 11:00 (South African time)

The Country Club Johannesburg, Napier Road

Auckland Park, Johannesburg, South Africa

Notice of
annual
general
meeting

Notice of annual general meeting cont.

Notice is hereby given that the 63rd annual general meeting of

shareholders of AngloGold Ashanti Limited will be held at The

Country Club Johannesburg, Napier Road, Auckland Park,

Johannesburg, South Africa, on Friday, 4 May 2007, at 11:00,

to consider and, if deemed fit, pass, with or without

modification, the following ordinary and special resolutions in

the manner required by the Companies Act No. 61 of 1973,

as amended, and subject to the Listings Requirements of the

JSE Limited (JSE Listings Requirements) and other stock

exchanges on which the company’s ordinary shares are listed.

Ordinary business

1. Ordinary resolution number 1

Adoption of financial statements

“Resolved that the consolidated audited annual financial

statements of the company and its subsidiaries, incorporating

the auditors’ and directors’ reports for the year ended

31 December 2006, be received and adopted.”

The reason for proposing ordinary resolution number 1 is to

receive and adopt the consolidated annual financial

statements of the company and its subsidiaries for the last

completed financial year. These are contained within the

annual report.

2. Ordinary resolution number 2

Re-election of director

“Resolved that Mr FB Arisman, who retires in terms of the

Articles of Association and who is eligible and available for re-

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

The reason for proposing ordinary resolution number 2 is

because Mr FB Arisman, retires as a director of the company

by rotation at the annual general meeting.

Frank Arisman, MSc (Finance), has been a member of the

AngloGold Ashanti board since April 1998. He resides in New York

and retired after 32 years of service, from JP Morgan Chase,

where he held the position of managing director.

3. Ordinary resolution number 3

Re-election of director

“Resolved that Mr RE Bannerman, who retires in terms of the

Articles of Association and who is eligible and available for re-

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

The reason for proposing ordinary resolution number 3 is

because Mr RE Bannerman retires as a director of the

company by rotation at the annual general meeting.

Reginald Bannerman, (MA) (Oxon), LLM (Yale) was appointed

to the board on 10 February 2006. He has been in law

practice since 1968 and is currently the principal partner at

Bruce-Lyle, Bannerman & Thompson Attorneys in Ghana.

4. Ordinary resolution number 4

Re-election of director

“Resolved that Mr WA Nairn, who retires in terms of the

Articles of Association and who is eligible and available

for re-election, is hereby re-elected as a director of the

company.”

The reason for proposing ordinary resolution number 4 is

because Mr WA Nairn retires as a director of the company

by rotation at the annual general meeting.

Bill Nairn, BSc (Mining Engineering) has been a member of

the AngloGold board since January 2000. He was

reappointed to the board in May 2001, having previously

been alternate director to Tony Trahar. He was technical

director of Anglo American plc, prior to his retirement

in 2004.

5. Ordinary resolution number 5

Re-election of director

“Resolved that Mr SR Thompson, who retires in terms of the

Articles of Association and who is eligible and available for

re-election, is hereby re-elected as a director of the

company.”

The reason for proposing ordinary resolution number 5 is

because Mr SR Thompson retires as a director of the

company by rotation at the annual general meeting.

Simon Thompson, BA (Hons), (Geology), is the chief

executive of Anglo American Base Metals Division. He is

also a director of Anglo American South Africa Limited, a

member of the executive board of Anglo American plc,

chairman of the Exploration Division and a member of the

executive committee of the Industrial Minerals Division. He

was appointed to the AngloGold board in April 2004.

Page 1_AngloGold Ashanti_Notice of meeting 2006

AngloGold Ashanti_Notice of meeting 2006_Page 2

6. Ordinary resolution number 6

Election of director

“Resolved that Mr JH Mensah, who retires in terms of Article 92

of the Articles of Association and who is eligible and available for

election, is hereby elected as a director of the company.”

The reason for proposing ordinary resolution number 6 is

because Mr JH Mensah, having been appointed a director

since the previous annual general meeting, holds office only

until this year's annual general meeting.

Joseph Mensah, MSc (Economics), London University, was

appointed to the board in August 2006. He has extensive

experience in international and local economic management.

He is the Chairman of the National Development Planning

Commission in Ghana and a member of the Ghana Parliament

representing the Sunyani East constituency. He was until

recently the Senior Minister in the current government.

7. Ordinary resolution number 7

Election of director

“Resolved that Prof WL Nkuhlu, who retires in terms of Article

92 of the Articles of Association and who is eligible and

available for election, is hereby elected as a director of the

company.”

The reason for proposing ordinary resolution number 7 is

because Prof WL Nkuhlu, having been appointed a director

since the previous annual general meeting, holds office only

until this year's annual general meeting.

Wiseman Nkuhlu, BCom (University of Fort Hare), CA (SA),

is a past president of The South African Institute of

Chartered Accountants. He also holds an MBA from

the University of New York and is a respected South

African academic, professional and business leader. He was

appointed to the AngloGold Ashanti board and deputy

chairman of the Audit and Corporate Governance

Committee with effect from 4 August 2006.

8. Ordinary resolution number 8

Election of director

“Resolved that Mr SM Pityana, who retires in terms of Article

92 of the Articles of Association and who is eligible and

available for election, is hereby elected as a director of the

company.”

The reason for proposing ordinary resolution number 8

is because Mr SM Pityana, having been appointed

a director since the previous annual general meeting, holds

office only until this year's annual general meeting.

Sipho Pityana, BA (Hons) (Essex), MSc (London), was

appointed to the AngloGold Ashanti board on

13 February 2007. He is the Executive Chairman of

Izingwe Holdings (Proprietary) Limited and has occupied

strategic roles in both the public and private sector,

including the positions of Director General of the national

departments of Labour and Foreign Affairs. He was formally

a senior executive of Nedbank and is currently a non-

executive director of several companies including Bytes

Technology Group (BTG), African Oxygen (Afrox), Munich Re

and Aberdare Cables.

9. Ordinary resolution number 9

Placement of shares under the control of the directors

“Resolved that subject to the provisions of the Companies

Act No. 61 of 1973, as amended, and the JSE Listings

Requirements, from time to time, the directors of the

company are hereby, as a general authority and approval,

authorised to allot and issue, in their discretion, and for such

purposes as they may determine, up to 10% of the

authorised but unissued ordinary shares of 25 cents each in

the share capital of the company remaining after setting

aside so many ordinary shares of 25 cents each as may be

required to be allotted and issued by the company pursuant

to the AngloGold Limited Share Incentive Scheme, the

Long-Term Incentive Plan, the Bonus Share Plan, the

Bokamoso Employee Share Ownership Plan, the Black

Economic Empowerment transaction, the Employee Share

Ownership Plan to be implemented in countries other than

South Africa and for purposes of the conversion of the

US$1,000,000,000, 2.375% Guaranteed Convertible Bonds

issued by AngloGold Ashanti Holdings plc.”

The reason for proposing ordinary resolution number 9 is to

seek a general authority placing a portion of the unissued

ordinary shares of the company under the control of the

directors. The directors consider it advantageous to renew

this authority to enable the company to take advantage of

business opportunities which might arise in the future.

10. Ordinary resolution number 10

Issuing of shares for cash

“Resolved that, subject to Ordinary Resolution No. 9 being

passed and in terms of the JSE Listings Requirements, from

time to time, the directors are hereby authorised to allot and

issue for cash without restrictions to any public shareholder, as

defined by the JSE Listings Requirements, as and when

suitable opportunities arise, in their discretion, the authorised

but unissued ordinary shares of 25 cents each in the share

capital of the company which were placed under the control

of the directors as a general authority in terms of Ordinary

Resolution No. 9, subject to the following conditions:

(a) this authority shall only be valid until the next annual

general meeting but shall not extend beyond 15 months;

(b) a paid press announcement giving full details, including

the impact on net asset value and earnings per share,

be published after any issue representing, on a

cumulative basis within one financial year, 5% or more

of the number of ordinary shares in issue prior to the

issue concerned;

year shall not exceed 10% of the number of shares of the

company’s unissued ordinary share capital;

(d) in determining the price at which an issue of shares for

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

discount permitted shall be 10% of the weighted average

traded price of the ordinary shares on the JSE (adjusted

for any dividend declared but not yet paid or for any

capitalisation award made to shareholders), over the

30 business days prior to the date that the price of the

issue is determined or agreed by the directors of the

company; and

(e) this authority includes the issue of shares arising from any

options or convertible securities issued for cash other than

in respect of which a specific authority for such issue has

been obtained.”

The reason for proposing ordinary resolution number 10 is that

the directors consider it advantageous to renew this authority

to enable the company to take advantage of any business

opportunity which might arise in the future. The proposed

renewal of this authority is in compliance with the JSE Listings

Requirements relating to the issue of shares for cash.

A 75% majority of the votes cast by shareholders present or

represented by proxy at the meeting is required for the

approval of this ordinary resolution.

Special business

11. Ordinary resolution number 11

Increase in directors' remuneration

“Resolved that, subject to Article 73 of the Articles of

Association of the company, the following remuneration shall

be payable to directors of the company quarterly in arrears

with effect from 1 June 2007:

(a) R135,000 per annum for each director, other than for the

incumbents of the offices of chairman, deputy chairman

and a director qualifying for remuneration under (d) below.

(b) US$150,000 per annum for the office of the chairman.

chairman.

(d) Incumbents holding the office of director and who are

non-residents of South Africa will receive US$25,000 per

annum.

(e) An additional travel allowance of US$5,000 per meeting

for each director, including the chairman and deputy

chairman travelling internationally to attend board

meetings.

The remuneration payable in terms (a), (b), (c), and (d) shall be

in proportion to the period during which the offices of director,

chairman or deputy chairman, as the case may be, have been

held during the year.”

The reason for proposing the ordinary resolution is to ensure

that directors’ remuneration, which has not been changed

since 2004, remains competitive. It is proposed that the

annual remuneration payable to directors (R110,000), the

chairman (US$130,000) and the deputy chairman (R300,000),

be increased to R135,000, US$150,000 and R360,000

Notice of annual general meeting cont.

Page 3_AngloGold Ashanti_Notice of meeting 2006

AngloGold Ashanti_Notice of meeting 2006_Page 4

respectively. A director resident outside South Africa would

receive US$25,000 per annum instead of US$16,000. On the

basis of the present number of non-executive directors, the

aggregate annual remuneration would increase from

R1,180,000 and US$178,000 to R1,440,000 and

US$225,000 respectively. In addition, it is proposed that the

current travel allowance of US$4,000 per meeting, payable to

directors, including the chairman and deputy chairman, who

travel internationally to attend board meetings, be increased to

US$5,000 per meeting. The increase of this allowance

represents additional remuneration of some US$12,000.

Fees payable in respect of the position of president have

been excluded.

Executive directors do not receive payments of directors’ fees.

The company will disregard any votes cast by

the chairman, deputy chairman, non-executive directors

and executive directors; or

an associate of that person or group of persons stated

above.

However, the company will not disregard a vote if:

it is cast by a person as proxy for a person who is entitled

to vote in accordance with the directions on the form of

proxy; or

it is cast by the person chairing the meeting as a proxy of

a person who is entitled to vote in accordance with a

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

12. Special resolution number 1

Acquisition of company’s own shares

“Resolved that the acquisition in terms of Section 85 of the

Companies Act No. 61 of 1973, as amended, (the Act) and

the JSE Listings Requirements, from time to time, by the

company of ordinary shares issued by the company, and the

acquisition in terms of Section 89 of the Act and the JSE

Listings Requirements by the company and any of its

subsidiaries, from time to time, of ordinary shares issued by

the company, is hereby approved as a general approval,

provided that:

any such acquisition of shares shall be implemented

through the order book operated by the JSE trading

system and done without any prior understanding or

arrangement between the company and the counter

party; and/or on the open market of any other stock

exchange on which the shares are listed or may be

listed and on which the company may, subject to the

approval of the JSE and any other stock exchange as

necessary, wish to effect such acquisition of shares;

this approval shall be valid only until the next annual

general meeting of the company, or for 15 months from

the date of this resolution, whichever period is shorter;

an announcement containing details of such

acquisitions will be published as soon as the company,

or the subsidiaries collectively, shall have acquired

ordinary shares issued by the company constituting, on

a cumulative basis, not less than 3% of the number of

ordinary shares in the company in issue as at the date

of this approval; and an announcement containing

details of such acquisitions will be published in respect

of each subsequent acquisition by either the company,

or by the subsidiaries collectively, as the case may be,

of ordinary shares issued by the company, constituting,

on a cumulative basis, not less than 3% of the number

of ordinary shares in the company in issue as at the

date of this approval;

the company, and its subsidiaries collectively, shall not

in any financial year be entitled to acquire ordinary

shares issued by the company constituting, on a

cumulative basis, more than 20% of the number of

ordinary shares in the company in issue as at the date

of this approval;

shares issued by the company may not be acquired at

a price greater than 10% above the weighted average

market price of the company’s shares for the five

business days immediately preceding the date of the

relevant acquisition.”

The reason for this special resolution is to grant the

directors of the company a general authority for the

acquisition of the company’s ordinary shares by the

company, or by a subsidiary of the company.

The effect of this special resolution will be to authorise the

directors of the company to procure that the company or

any of its subsidiaries may purchase ordinary shares issued

by the company on the JSE or any other stock exchange on

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

The directors, after considering the effect of a repurchase, up

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

shares, are of the opinion that if such repurchases were

implemented:

the company and the group would be able in the ordinary

course of business to pay its debts for a period of

12 months after the date of the notice issued in respect

of the annual general meeting;

the assets of the company and the group would be in

excess of the liabilities of the company and the group for

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

in respect of the annual general meeting. For this

purpose, the assets and liabilities would be recognised

and measured in accordance with the accounting

policies used in the latest audited group annual financial

statements;

the ordinary capital and reserves of the company and the

group would be adequate for a period of 12 months after

the date of the notice issued in respect of the annual

general meeting; and

the working capital of the company and the group would

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

the notice issued in respect of the annual general

meeting.

At the present time the directors have no specific intention

with regard to the utilisation of this authority which will only be

used if the circumstances are appropriate.

The company will ensure that its sponsor provides the

necessary sponsor letter on the adequacy of the working

capital in terms of section 2.12 of the JSE Listings

Requirements prior to the commencement of any purchases

of the company’s shares on the open market.

In terms of section 11.23 of the JSE Listings Requirements,

the following information is disclosed in the Annual Report

2006:

Page

Directors and management

Major shareholders

134 and 326

Material change

144

Directors’ interest in shares

146

Share capital of the company

134

Responsibility statement

147

Litigation 143

Notice of annual general meeting cont.

Page 5_AngloGold Ashanti_Notice of meeting 2006

AngloGold Ashanti_Notice of meeting 2006_Page 6

Voting instructions

A shareholder entitled to attend and vote at the annual general

meeting may appoint one or more proxies to attend, speak

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

shareholder of the company. A form of proxy/CDI voting

instruction form, accompanies this notice.

Duly completed proxy forms must be received by the share

registrars by no later than 11:00 (South African time) on

Monday, 30 April, 2007. Duly completed CDI voting instruction

forms must be received by the share registrars in Perth,

Australia, by 11:00 (Perth time) on Friday, 27 April 2007.

The attention of shareholders is directed to the additional

notes contained in the form of proxy and the CDI voting

instruction form, relating to the completion and timeous

submission of such forms.

In accordance with the AngloGold Ashanti Ghanaian Depositary

Shares (GhDSs) Agreement dated 26 April 2004, the Depositary

will mail an appropriate notice, together with a voting instruction

form, to holders of GhDSs (Holders). Holders may direct the

Depositary via the voting instruction forms to vote on their behalf

in the manner such Holders may direct.

Shareholders on the South African register who have

dematerialised their shares in the company (other than those

shareholders whose shareholding is recorded in their own

name in the sub-register maintained by their CSDP) and who

wish to attend the annual general meeting in person, will need

to request their CSDP or broker to provide them with the

necessary authority in terms of the custody agreement

entered into between them and the CSDP or broker.

Such shareholders may also use the electronic online proxy

voting facility for purposes of instructing their CSDP or broker

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

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

necessary to register for the service via the following website.

Registration is also free of charge. A demonstration of the

electronic online proxy voting process may also be viewed on

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

Ashanti icon).

By order of the board

Ms Y Z Simelane

Managing Secretary

Johannesburg

26 March 2007

Registered and corporate office

11 Diagonal Street

Johannesburg

2001

South Africa

Page 7_AngloGold Ashanti_Notice of meeting 2006

Important notes about the annual general meeting (AGM)

Date

Friday, 4 May 2007.

Venue

The Country Club Johannesburg, Napier Road, Auckland

Park, Johannesburg, South Africa.

Timing

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

Refreshments

Refreshments will be served after the meeting.

Travel information

The accompanying map indicates the location of The Country

Club Johannesburg.

Admission

Shareholders and others attending the AGM are asked to

and proxies may be required to provide proof of identity.

Security

Secured parking is provided at the venue. Mobile telephones

should be switched off during the AGM.

Enquiries and questions

Shareholders who intend to ask a question related to the

business of the AGM or on related matters are asked to

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

desk. Personnel will be available to provide any advice and

assistance required.

Queries about the AGM

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

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

accompanying Annual Financial Statements 2006.

www.anglogoldashanti.com

Notice of annual general meeting cont.

ANGLOGOLD ASHANTI LIMITED

(Incorporated in the Republic of South Africa)

(Registration No. 1944/017354/06)

ISIN: ZAE000043485 JSE Share code: ANG

("AngloGold Ashanti" or "the company")

FORM OF PROXY

This form of proxy is only to be completed by those AngloGold Ashanti shareholders who hold ordinary shares in certificated form
or recorded in sub-registered electronic form in “own name”. Other AngloGold Ashanti shareholders who hold dematerialised
ordinary shares are required to refer to paragraph 2 of the “Notes” for further instructions.

I/We

(Name in BLOCK LETTERS)

(Address in BLOCK LETTERS)

being a shareholder(s) of the company, holding ordinary shares in AngloGold Ashanti Limited, do hereby appoint:

or failing him/her,

or, failing him/her,

the chairman of the annual general meeting,

as my/our proxy to attend, speak and, on a poll, vote on my/our behalf at the annual general meeting of shareholders to be held at The Country
Club Johannesburg, Napier Road, Auckland Park, Johannesburg, on Friday, 4 May 2007, at 11:00 (South African time) and at any adjournment
thereof, and to vote or abstain from voting as follows on the ordinary and special resolutions to be proposed at such meeting:

Please indicate with an "X" in the appropriate spaces how votes are to be cast

For

Against

Abstain

Ordinary business
1. Ordinary Resolution No. 1

Adoption of financial statements

Ordinary Resolution No. 2
Re-election of director Mr FB Arisman

Ordinary Resolution No. 3
Re-election of director Mr RE Bannerman

Ordinary Resolution No. 4
Re-election of director Mr WA Nairn

Ordinary Resolution No. 5
Re-election of director Mr SR Thompson

Ordinary Resolution No. 6
Election of director Mr JH Mensah

Ordinary Resolution No. 7
Election of director Prof WL Nkuhlu

Ordinary Resolution No. 8
Election of director Mr SM Pityana

Ordinary Resolution No. 9
Placement of unissued shares under the control of the directors

10. Ordinary Resolution No. 10

Authority to issue the company’s shares for cash

11. Ordinary Resolution No. 11

Increase in directors’ remuneration

12. Special Resolution No. 1

Authority to acquire the company’s own shares

A shareholder entitled to attend and vote at the abovementioned meeting may appoint a proxy or proxies to attend, speak and, on a poll, vote
in his/her stead. A proxy need not be a shareholder of the company.

Every person present and entitled to vote at the annual general meeting as a shareholder or as a representative of a body corporate shall on
a show of hands have one vote only, irrespective of the number of shares such person holds or represents, but in the event of a poll, every
share shall have one vote.

Signed at

2007

Name in BLOCK LETTERS

Signature

(Initials and surname of joint holders, if any)

Please read the notes on the reverse side hereof

This form of proxy is not for use by holders of American Depositary Shares, CHESS Depositary Interests or Ghanaian Depositary Shares

Form of proxy cont.

Notes

A form of proxy is only to be completed by those ordinary

shareholders who are:

1.1

holding ordinary shares in certificated form; or

1.2

recorded in sub-registered dematerialised electronic

form in “own name”.

Shareholders who have dematerialised their shares (other

than those whose shareholding is recorded in their own

name in the sub-register maintained by their CSDP) who

wish to attend the annual general meeting in person, will

need to request their CSDP to provide them with the

necessary authority in terms of the custody agreement

entered into between the dematerialised shareholder and

the CSDP.

A signatory to this form of proxy may insert the name of a

proxy or the name of an alternative proxy of the

signatory's choice in the blank spaces provided with or

without deleting "the chairman of the annual general

meeting", but any such deletion must be signed in full by

the signatory. Any insertion or deletion not complying with

the aforegoing will be deemed not to have been validly

effected. The person present at the annual general

meeting whose name appears first on the list of names

overleaf, shall be the validly appointed proxy for the

shareholder at the annual general meeting.

A shareholder's instructions to the proxy must be indicated

in the appropriate spaces provided. A shareholder or the

proxy is not obliged to use all the votes exercisable by the

shareholder or by the proxy, or to cast all those votes in the

same way, but the total of votes cast, and in respect

whereof abstention is directed, may not exceed the total of

the votes exercisable by the shareholder or the proxy.

Failure to comply with the above or to provide voting

instructions or the giving of contradictory instructions will be

deemed to authorise the proxy to vote or abstain from

voting at the annual general meeting as he/she deems fit in

respect of all the shareholder’s votes exercisable at the

annual general meeting.

Any alteration or correction made to this form of proxy

must be signed in full and not initialled by the signatory.

Documentary evidence establishing the authority of a

person signing this form of proxy in a representative

capacity must be attached to this form of proxy unless

previously recorded by the share registrars in South Africa,

the United Kingdom, Australia or Ghana.

When there are joint holders of shares, any one holder

may sign the form of proxy.

The completion and lodging of this form of proxy will not

preclude the shareholder who grants the proxy from

attending the annual general meeting and speaking and

voting in person thereat to the exclusion of any proxy

appointed in terms hereof should such shareholder wish

to do so.

The chairman of the annual general meeting may reject or

accept any form of proxy which is completed and/or

received otherwise than in accordance with these notes,

provided that he is satisfied as to the manner in which the

shareholder concerned wishes to vote.

10. Completed forms of proxy should be returned to one of

the undermentioned addresses by no later than 11:00

(South African time) on Monday, 30 April 2007:

Computershare Investor Services 2004 (Proprietary)

Limited

Ground Floor, 70 Marshall Street, Johannesburg 2001

(PO Box 61051, Marshalltown 2107)

South Africa

Computershare Investor Services PLC

PO Box 82, The Pavilions, Bridgwater Road

Bristol BS99 7NH, England, United Kingdom

Computershare Investor Services Pty Limited

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

(GPO Box D182, Perth, WA 6840)

Australia

NTHC Limited

Martco House, Off Kwame Nkrumah Avenue

PO Box K1A 9563 Airport, Accra

Ghana

ANGLOGOLD ASHANTI LIMITED

(Incorporated in the Republic of South Africa)

(Registration number 1944/017354/06)

ISIN: ZAE000043485 JSE share code: ANG

ASX share code: AGG

("AngloGold Ashanti" or "the company")

CDI VOTING INSTRUCTION FORM

FOR COMPLETION BY AUSTRALIAN HOLDERS OF CHESS DEPOSITARY INTERESTS ("CDIs")

Holders of CHESS Depositary Interests (CDIs) should use this form to direct CHESS Depositary Nominees Pty Limited how to vote on the
resolutions as detailed below. The CDI Voting Instruction Form gives your voting instructions to CHESS Depositary Nominees Pty Limited to
enable them to vote the underlying ordinary shares on your behalf. Please Note: Every 5 CDIs carries the right to one vote.

I/We

being a holder of CDIs of the company direct CHESS Depositary Nominees Pty Limited to vote for me in respect of all the CDIs held in my/our
name at the annual general meeting of the company to be held at The Country Club Johannesburg, Napier Road, Auckland Park,
Johannesburg, South Africa, on Friday, 4 May 2007 at 11:00 (South African time) and at any adjournment thereof. I direct CHESS Depositary
Nominees Pty Limited to vote as follows:

VOTING INSTRUCTION:
Please indicate with an "X" in the appropriate spaces how votes are to be cast

For

Against

Abstain

Ordinary business
1. Ordinary Resolution No. 1

Adoption of financial statements

Ordinary Resolution No. 2
Re-election of director Mr FB Arisman

Ordinary Resolution No. 3
Re-election of director Mr RE Bannerman

Ordinary Resolution No. 4
Re-election of director Mr WA Nairn

Ordinary Resolution No. 5
Re-election of director Mr SR Thompson

Ordinary Resolution No. 6
Election of director Mr JH Mensah

Ordinary Resolution No. 7
Election of director Prof WL Nkuhlu

Ordinary Resolution No. 8
Election of director Mr SM Pityana

Ordinary Resolution No. 9
Placement of unissued shares under the control of the directors

10. Ordinary Resolution No. 10

Authority to issue the company’s shares for cash

11. Ordinary Resolution No. 11

Increase in directors’ remuneration

12. Special Resolution No. 1

Authority to acquire the company’s own shares

Notes:
1.

All the votes need not be exercised, neither need all votes be cast in the same way, but the total of the votes cast and in respect of which
abstention is directed may not exceed the total of the votes exercisable.

Any alteration or correction made to this Voting Instruction Form must be signed in full and not initialled by the signatory.

When there are joint holders of CDIs, any one holder may sign the Voting Instruction Form.

Documentary evidence establishing the authority of a person signing the Voting Instruction Form in the capacity as Power of Attorney must
be attached, unless previously recorded by the share registrars.

Signature of the Voting Instruction Form on behalf of a company must be in accordance with that company's constitution and the signatory
must state his/her office in the company concerned.

Completed CDI Voting Instruction Forms should be returned to Computershare Investor Services Pty Limited, Level 2, 45 St George's
Terrace, Perth WA 6000 or GPO Box D182, Perth WA 6840 by no later than 11:00 (Perth, Australia time) on Friday, 27 April 2007.

Signed at

2007

Name in BLOCK LETTERS

Signature

(Initials and surname of joint holders, if any)

SIGNATURES

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

AngloGold Ashanti Limited

Date: March 29, 2007

By:

/s/ L Eatwell

Name: Lynda Eatwell
Title: Company Secretary