Report on Form 6-K dated May 10, 2016

Commission File Number 1-14846

AngloGold Ashanti Limited

(Name of registrant)

76 Rahima Moosa Street

Newtown, 2001

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

South Africa

(Address of principal executive offices)

Form 20-F X Form 40-F

Yes

Yes

Yes

Enclosure: Press release:

· Increasing the current authorised share capital of the Company by the creation of

· Substituting Clause 9 with a new clause.

· Updating Schedule 1.

1.

INTRODUCTION .......................................................................................................... 4

2.

INTERPRETATION ....................................................................................................... 4

3.

GENERAL ..................................................................................................................... 6

4.

SECURITIES OF THE COMPANY ............................................................................

5.

SHAREHOLDER RIGHTS AND PROXY FORMS ...............................................

6.

SHAREHOLDERS MEETINGS ...........................................................................

7.

DIRECTORS AND OFFICERS ............................................................................

8.

GENERAL PROVISIONS ....................................................................................

9.

RIGHTS ATTACHING TO PREFERENCE SHARES ...........................................

SCHEDULE 1 – AUTHORISED SHARES ..................................................................

1.

1.1

1.2

1.2.1

1.2.2

1.3 Subject

to

, this Memorandum does not contain any restrictive

2.

2.1

words importing any one gender shall include the other two genders;

2.2

the singular shall include the plural and vice versa;

2.3

2.4

2.5

2.5.1

“the Act”

2.5.2

“Business Day”

2.5.3

“Chairman”

;

2.5.4

“CSDP”

2.5.5

“Group”

2.5.6

“JSE”

2.5.7

a holder of Ordinary Shares;

2.5.8

“Ordinary Shares”

2.5.9

2.5.10

“this Memorandum”

2.5.11

“month”

calendar month;

2.5.12

“year”

calendar year.

3.

3.1

3.2

3.3

3.3.1

3.3.2

3.3.3

3.4

3.5

Page 7

4.

4.1

All the securities in each class shall rank pari passu in all respects.

4.2

4.2.1

4.2.1.1

4.2.1.2

, as the directors in their discretion think fit, if

4.2.1.3

shares that are fully paid up.

4.2.2

4.2.2.1

4.2.2.2

4.2.2.3

4.2.2.4

4.3

4.4

4.4.1

4.4.2

4.4.3

4.5

4.6

4.7

4.8

4.9

4.10

4.11

4.12

4.13

4.14

4.15

4.16

5.

5.1

5.2

5.2.1

5.2.2

5.3

5.4

5.5

5.6

5.7

6.

6.1

6.2

6.3

6.4

6.4.1

6.4.2

6.5

6.6

6.6.1

The percentage of voting rights in terms of section 64(1) apply for:

6.6.1.1

a shareholders meeting to begin;

6.6.1.2

the continuation of that shareholders meeting; and

6.6.1.3

6.6.2

6.6.3

6.6.4

6.7

6.8

6.8.1

This Memorandum does not require a higher percentage of voting

6.8.2

6.8.3

6.9

6.10

6.10.1

6.10.2

6.11

6.12

6.13

6.14

6.15.1

6.15.2

6.15.3

the chairperson of the meeting.

7.

7.1

7.1.1

7.1.2

7.1.3

7.1.4

7.1.5

7.1.6

Subject to the Act and this Memorandum, at every annual general

7.1.6.1

7.1.6.2

7.1.6.3

7.1.6.4

7.1.7

7.2

7.2.1

7.2.2

7.2.3

If required by the Listings Requirements:

7.2.3.1

7.2.3.2

7.3

7.4

7.4.1

7.4.2

7.5

7.5.1

2 The directors and alternate directors may be paid all their reasonable

7.5.3 If any director is required to perform extra services, or to go or to

7.6

7.6.1

7.6.2

7.6.3

7.6.4 Indemnity

7.6.4.1

7.6.4.1.1

7.6.4.1.2

7.6.4.2

7.6.4.3

7.6.5 Insurance

7.6.5.1

7.6.5.1.1

7.6.5.1.2

7.6.5.2 For

the

purpose

of

7.6.5, “Relevant Company” shall mean:

7.6.5.2.1 the

Company;

7.6.5.2.2

any holding company of the Company;

7.6.5.2.3

7.6.5.2.4

any subsidiary of the Company or of such other body.

7.6.6 Defence

expenditure

7.6.6.1

So far as may be permitted by the Act, the Company:

7.6.6.1.1

(i)

(ii)

7.6.6.1.2

7.6.6.2

So far as may be permitted by the Act, the Company:

7.6.6.2.1

7.6.6.2.2

7.6.6.3

7.7

7.7.1

7.7.2

7.8

7.8.1

7.8.2

7.8.3

7.8.4

7.8.5

7.8.6

7.8.7

7.9

7.9.1

7.9.2

7.9.2.1

7.9.2.2

may consult with or receive advice from any person;

7.9.2.3

7.10

7.10.1

7.10.1.1

7.10.1.2

7.10.1.3

7.10.1.4

7.10.2

7.11

7.11.1

7.11.2

7.11.3

7.11.4

7.12

7.13

7.14

7.14.1

7.14.1.1

7.14.1.2

7.14.1.3

7.14.2

of any contract of service between him and the Company.

7.14.3

7.14.4

7.14.5

7.15

8.

8.1

8.1.1

8.1.2

8.2

8.3

8.4

8.5

8.5.1

8.5.2

8.6

8.7

8.8

8.9

8.9.1

Persons entitled to shares on death

8.9.1.1

8.9.1.1.1

8.9.1.1.2

8.9.1.2

8.9.2

Election by persons entitled by transmission

8.9.2.1

8.9.2.1.1

8.9.2.1.2

8.9.2.2

8.9.3

Rights of persons entitled by transmission

8.9.3.1

8.9.3.1.1 subject

to 8.9.3.1.2,

shall be entitled to the same

8.9.3.1.2

8.9.3.2

8.9.4 Prior

notices

binding

8.10

8.10.1

8.10.2

9.

9.1

9.1.1.3.3

9.1.1.3.4

9.1.1.4

9.1.1.5

9.1.1.6

9.1.1.7

The following terms shall apply to the A redeemable preference shares of 50 cents each

The A preference shares shall be allotted to Eastvaal Gold Holdings Limited as fully paid and

are not transferable.

The A preference shares shall rank pari passu with each other and except as provided for in

The A preference shares shall confer the following rights on the holder thereof:

after payment in full of the annual dividend on the B preference shares, the right to an

to receive on redemption:

the nominal value of the said A preference shares;

a premium per share of an amount equal to the net proceeds available from the disposal of

against payment of the said nominal value and premium, if any, such shares shall be fully

the A preference shares shall have no right to redemption from any proceeds otherwise

arising.

Subject to 4.12, the A preference shares shall confer on the holder thereof the right to

At every separate meeting of the holder of the A preference shares the provisions of this

The A preference shares shall confer the right, on a winding-up of the Company, in priority to

The A preference shares shall not be entitled to any participation, on a winding-up, in any of

the surplus funds of the Company in any other manner arising.

9.2.1

The following terms shall apply to the B preference shares:

9.2.1.1

9.2.1.2

9.2.1.3

9.2.1.3.1

9.2.1.3.2 to

receive

on redemption:

9.2.1.3.2.1

9.2.1.3.2.2

9.2.1.3.3

9.2.1.3.4

9.2.1.4

9.2.1.4.1

9.2.1.4.1.1

9.2.1.4.1.2

9.2.1.4.1.3

9.2.1.4.2

9.2.1.5

9.2.1.6

9.2.1.7

9.3.1

The following terms shall apply to the C preference shares:

9.3.1.1

9.3.1.2

9.3.1.3

9.3.1.3.1

9.3.1.3.2

full in terms of 9.2.1.3.2;

9.3.1.3.3

9.3.1.3.4

9.3.1.4

9.3.1.4.1

9.3.1.4.1.1

9.3.1.4.1.2

9.3.1.4.1.3

9.3.1.4.2

9.3.1.5

9.3.1.6

9.3.1.7

9.4.1

9.4.2

9.4.3

Without the prior written consent of the holders of the A, B and C

9.4.3.1

9.4.3.2

9.4.4

9.2.1

9.2.1.1

9.2.1.2

9.2.1.3

9.2.1.3.1

9.2.1.3.2 to

receive

on redemption:

9.2.1.3.2.1

the nominal value of the said B preference shares;

9.2.1.3.2.2

9.2.1.3.3

9.2.1.3.4

9.2.1.4

9.2.1.4.1

9.2.1.4.1.1

9.2.1.4.1.2

9.2.1.4.1.3

9.2.1.4.2

9.2.1.5

9.2.1.6

9.2.1.7

9.3

The following terms shall apply to both the A preference shares and the B

preference shares in the share capital of the Company:

9.3.1

9.3.2

9.3.3

Without the prior written consents of the holders of the A and B

A. Classified shares

1.

(i)

(ii)

(iii)

(iv)

(v)

2.

3.

4.

This Memorandum of Incorporation was adopted by Special Resolution passed by shareholders

on 27 May 2013, a copy of which was Filed with the Companies and Intellectual Property

Commission on 3 April 2013 as contemplated in the Companies Act No. 71 of 2008 (as

amended), together with the notice of amendment in substitution for the existing Memorandum

of Incorporation (being the memorandum of association and articles of association of the

Company, which were the constitutional documents of the Company in terms of the Companies

Act No. 61 of 1973).

The Memorandum of Incorporation in the prescribed form as contemplated in section 13(1)(a)(i)

of the Companies Act No. 71 of 2008, as amended, shall not apply to the Company.

This Memorandum of Incorporation was amended by a Special Resolution passed at the Annual

General Meeting of Shareholders held on 4 May 2016 by:

· Increasing the current authorised share capital of the Company by the creation of

30,000,000 new C redeemable preference shares of no par value having the

preferences, rights, limitations and other terms set out in the new article 9 of the

Memorandum of Incorporation of the Company.

· Substituting Clause 9 with a new clause.

· Updating Schedule 1.

The Special Resolution was Filed with the Companies and Intellectual Property Commission on

6 May 2016 and the changes became effective on this date.

INTRODUCTION ................................................................................................................ 4

INTERPRETATION ............................................................................................................ 4

GENERAL .......................................................................................................................... 6

SECURITIES OF THE COMPANY ..................................................................................... 7

SHAREHOLDER RIGHTS AND PROXY FORMS ............................................................ 11

SHAREHOLDERS MEETINGS ........................................................................................ 12

DIRECTORS AND OFFICERS ......................................................................................... 16

GENERAL PROVISIONS ................................................................................................. 26

RIGHTS ATTACHING TO PREFERENCE SHARES ........................................................32

SCHEDULE 1 – AUTHORISED SHARES ........................................................................... 42

1.1

The Memorandum of Incorporation in the prescribed form contemplated in section

13(1)(a)(i) of the Act shall not apply to the Company.

1.2

The Company is incorporated as a public company in terms of the Act and,

accordingly:

1.2.1

the Company is not prohibited from offering its securities to the public; and

1.2.2

the transfer of the Company’s securities is unrestricted save as set out in this

Memorandum.

1.3 Subject

to

Error! Reference source not found., this Memorandum does not contain

any restrictive conditions contemplated in section 15(2)(b) of the Act and does not

contain any requirement for the amendment of any particular provision of this

Memorandum in addition to the requirements of the Act.

In this Memorandum, including the introduction above, and unless the context requires

otherwise:

2.1

words importing any one gender shall include the other two genders;

2.2

the singular shall include the plural and vice versa;

2.3

any word which is defined in the Act and is not defined in 2.5, shall bear that statutory

meaning in this Memorandum;

2.4

the headings have been inserted for convenience only and shall not be used for or

assist or affect their interpretation;

2.5

each of the following words and expressions shall have the meaning stated opposite it

and cognate expressions shall have a corresponding meaning, namely:

Page 5

3.1

This Memorandum does not impose any liability on any person for the liabilities or

obligations of the Company, solely by reason of such person being an incorporator,

shareholder or director of the Company as contemplated by section 19(2) of the Act.

3.2

This Memorandum does not restrict, limit or qualify the legal powers or capacity of the

Company in section 19(1)(b) of the Act.

3.3

3.3.1

The requirements set out in section 16(1)(c)(i) of the Act regarding proposals for

amendments to this Memorandum apply without amendment.

3.3.2

The board shall not have the power to make, amend or repeal any necessary or

incidental rules relating to the governance of the Company in respect of matters

that are not addressed in the Act or this Memorandum, in accordance with the

provisions of sections 15(3) to 15(5) of the Act.

3.3.3

If the board, or any individual authorised by the board, alters this Memorandum in

any manner necessary to correct a patent error in spelling, punctuation,

reference, grammar or similar defect on the face of the document, it must publish

a notice of such alteration on the Company’s website, and must file a notice of

alteration in the manner prescribed by the Act.

3.4

This Memorandum does not limit, restrict or qualify the authority of the board to

authorise the Company to provide direct or indirect financial assistance to any person

contemplated in section 45 of the Act.

3.5

This Memorandum does not alter the application of the solvency and liquidity test

provided in section 4 of the Act.

4.1

All the securities in each class shall rank pari passu in all respects.

4.2

4.2.1

The Company is authorised to issue the shares specified in Schedule 1, provided

that, if required by the Act or the Listings Requirements, the Company may only

issue:

4.2.1.1

unissued shares to shareholders of a particular class of shares, pro rata

to the shareholders’ existing shareholding unless any such shares were

issued for an acquisition of assets;

4.2.1.2

unissued shares or options for cash, other than as envisaged in 4.2.1, as

the directors in their discretion think fit, if approved by the shareholders

in general meeting, subject to the Listings Requirements; and

4.2.1.3

shares that are fully paid up.

4.2.2

This Memorandum does not limit, restrict or qualify the authority of the board to:

4.2.2.1

increase or decrease the number of authorised shares of any class of

shares;

4.2.2.2

reclassify any shares that have been authorised but not issued;

4.2.2.3

classify any unclassified shares that have been authorised but not

issued;

4.2.2.4

determine the preferences, rights, limitations or other terms of any class

of authorised shares or amend any preferences, rights, limitations or

other terms so determined,

subject to any requirements set out in the Listings Requirements and this

Memorandum.

general or annual general meeting may never be more than 24.99% of the total voting

rights of all shareholders at such meeting. It is recorded that the existing rights of the

holders of preference shares in the Company are preserved and it is further recorded

that the voting rights of the holders of preference shares in the Company as at the date

of the adoption of this Memorandum do not exceed 24.99% of the total voting rights of

all shareholders at a general meeting.

4.13

If a certificate evidencing securities be defaced, lost or destroyed, it may be replaced

on such terms (if any) as to evidence and indemnity and payment of the out-of-pocket

expenses of the Company and, in case of loss or destruction, of advertising the same

as the directors may think fit and, in the case of defacement, on delivery of the old

certificate to the Company.

4.14

The certificate for certificated securities registered in the names of two or more persons

shall be delivered to the person first named in the register in respect thereof, or to his

authorised agent, and in the case of the legal incapacity of any one or more of the joint

registered holders of any securities, the survivor then first named in the register shall

be the only person recognised by the Company as being entitled to such certificate, or

any new certificate which may be issued in place thereof, provided always that the

Company shall not be bound to register more than four persons as the holders of any

certificated security.

4.15

If the directors refuse to register a transfer of securities they shall within thirty days

after the date on which the instrument of transfer was lodged, send to the transferee

notice of the refusal.

4.16

Nothing contained in this Memorandum shall preclude the Company from recognising a

renunciation of the allotment of any security by the allottee in favour of some other

person.

5.1

This Memorandum does not establish any information rights of any person in addition

to the information rights provided in sections 26(1) and (2) of the Act.

5.2

5.2.1

The right of a shareholder to appoint two or more persons concurrently as

proxies (“concurrent proxies”) applies without limitation or restriction; provided

that the instrument appointing the concurrent proxies clearly states the order in

which the concurrent proxies votes are to take precedence in the event that both

or all of the concurrent proxies are present, and vote, at the relevant meeting.

5.2.2

The right of a shareholder to appoint more than one proxy to exercise voting

rights attached to different shares held by that shareholder is not limited or

restricted.

5.3

A proxy is prohibited from delegating that proxy’s authority to act on behalf of the

shareholder appointing him to another person.

5.4

A copy of the instrument appointing a proxy must be delivered to the registered office

of the Company, or to any other person which it has identified in the notice of meeting

as being a person to whom instruments of proxy may be delivered on behalf of the

Company, before the person(s) named in the proxy form exercise(s) any rights of the

shareholder at the relevant meeting (including an adjourned meeting)

5.5

This Memorandum does not limit or restrict the right of a proxy to exercise, or abstain

from exercising, any voting right of the shareholder appointing him without direction,

except to the extent that the instrument of proxy provides otherwise.

5.6

A record date for any action or event shall be determined in accordance with the Act

and the Listings Requirements.

5.7

The rights conferred upon the holders of the shares of any class shall not, unless

otherwise expressly provided by the conditions of issue of such shares, be deemed to

be varied by the creation or issue of further shares ranking pari passu therewith.

6.1

This Memorandum does not specify any person other than the board who may call a

shareholders meeting.

6.2

This Memorandum does not specify a lower percentage of voting rights than the

percentage specified in section 61(3) of the Act required for the requisition by

shareholders of a shareholder’s meeting.

6.3

This Memorandum does not limit, restrict or qualify the authority of the board to

determine the location of any shareholders meeting, which may be in South Africa or in

any foreign country.

6.4

6.4.1

This Memorandum does not provide a different period of notice of shareholders

meetings to the period prescribed by the Act.

6.4.2

Notice of shareholder meetings shall be delivered to each shareholder entitled to

vote at such meeting and who has elected to receive such notice.

6.5

Unless authorised by the board for a particular meeting, no provision will be made, for

any shareholders meeting to be conducted by electronic communication, or for one or

more shareholders, or proxies for shareholders, to participate in any shareholders

meeting by electronic communication.

6.6

6.6.1

The percentage of voting rights in terms of section 64(1) apply for:

6.6.1.1

a shareholders meeting to begin;

6.6.1.2

the continuation of that shareholders meeting; and

6.6.1.3

the consideration of any matter to be decided at any shareholders

meeting.

6.6.2

For so long as is required by the Act and/or the Listings Requirements, a meeting

may not begin or a matter begin to be debated unless at least 3 (three)

shareholders are present at the meeting.

6.6.3

This Memorandum specifies 30 minutes (or such longer or shorter period as the

chairman of the shareholders meeting may determine), in substitution for the time

period specified in sections 64(4) and 64(5) for a quorum to be established

before a shareholders meeting may be adjourned.

6.6.4

Unless the chairman of the shareholders meeting determines otherwise, no

different period other than the period provided in section 64(4) for the

adjournment of a shareholders meeting is specified.

6.7

This Memorandum does not provide different maximum periods for adjournment than

those specified in section 64(12) of the Act.

6.8

6.8.1

This Memorandum does not require a higher percentage of voting rights to

approve an ordinary resolution than the percentage voting rights specified in the

Act.

6.8.2

This Memorandum does not require a different percentage of voting rights to

approve a special resolution than the percentage voting rights specified in the

Act.

6.8.3

This Memorandum does not require a special resolution for any other matter not

contemplated in section 65(11) of the Act, provided that resolutions required to

be approved by an increased majority in terms of the Listings Requirements must

qualification of any voter except at the meeting or adjourned meeting at which the vote

objected to is given or tendered, and every vote not disallowed at such meeting or

adjourned meeting shall be valid for all purposes. Any such objection made in due time

shall be referred to the chairman of the meeting, whose decision shall be final and

conclusive.

6.14

In the case of joint holders of securities the vote of the senior who tenders a vote,

whether in person or by proxy, shall be accepted to the exclusion of the votes of the

other joint holders and for this purpose seniority shall be determined by the order in

which the names stand in the securities register or in the case of persons entitled to a

security by transmission the order in which their names were given in the notice to the

Company of the fact of the transmission.

6.15

At any shareholders meeting a resolution put to the vote shall be decided on a show of

hands, unless before or on the declaration of the result of the show of hands a poll

shall be demanded by –

6.15.1

not less than five persons having the right to vote on that matter, either as a

shareholder or a proxy representing a shareholder; or

6.15.2

a person who is, or persons who together are, entitled, as a shareholder or proxy

representing a shareholder, to exercise at least 10% of the voting rights entitled

to be voted on that matter; or

6.15.3

the chairperson of the meeting.

If a poll is duly demanded it shall be taken in such manner as the chairperson

directs save that it shall be taken forthwith, and the result of the poll shall be

deemed to be the resolution of the shareholders meeting at which the poll was

demanded. The demand for a poll shall not prevent the continuation of a

shareholders meeting for the transaction of any business other than the question

upon which the poll has been demanded. The demand for a poll may be

withdrawn.”

7.1

7.1.1

This Memorandum specifies 4 as the minimum number of directors of the

Company being a higher number in substitution for the minimum number of

directors required in terms of section 66(2) of the Act and 20 as the maximum

number of directors of the Company.

7.1.2

Subject to 7.2.1 and 7.14, the shareholders shall elect the directors, and shall be

entitled to elect one or more alternate directors, in accordance with the provisions

of section 68(1) of the Act.

7.1.3

This Memorandum does not provide for the appointment of any person as an ex

officio director of the Company.

7.1.4

Subject to the requirements of the Act, the chairman of the board shall be

entitled, subject to the written approval of the majority of the directors, to appoint

any person as a director in terms of section 66(4)(a)(i), provided that such

appointment must be approved by the shareholders at the next shareholders

meeting or annual general meeting.

7.1.5

Subject to 7.2.1 and 7.14, this Memorandum does not stipulate any additional

qualifications or eligibility requirements than those set out in the Act for a person

to become or remain a director or a prescribed officer of the Company, provided

that, for as long as the Listings Requirements requires it, the board of directors

through the nomination committee, should recommend eligibility of directors,

taking into account past performance and contributions.

7.1.6

Subject to the Act and this Memorandum, at every annual general meeting one

third of the directors for the time being or if their number is not a multiple of three,

then the number nearest to but not less than one third shall retire from office.

The directors so to retire at every annual general meeting shall be those who

have been longest in office since their last election, but as between persons who

become or were last elected directors on the same day, those to retire shall

(unless they otherwise agree among themselves) be determined by lot, provided

that notwithstanding anything in this Memorandum:

7.1.6.1

if at the date of any annual general meeting any director shall have held

office for a period of three years since his last election or appointment,

he shall retire at such meeting either as one of the directors to retire in

pursuance of the aforegoing or additionally thereto;

7.1.6.2

a director who intends to retire voluntarily at the meeting may be taken

into account in determining the one third of the directors to retire at such

meeting;

7.1.6.3

the identity of the directors to retire at such annual general meeting shall

be determined as at the date of the notice convening such meeting; and

7.1.6.4

the length of time a director has been in office shall be computed from

his last election, appointment or date upon which he was deemed re-

elected. A director retiring at a meeting shall retain office until the close

or adjournment of the meeting.

7.1.7

Retiring directors shall be eligible for re-election but no person, other than a

director retiring at the meeting, shall, unless recommended by the directors, be

eligible for election to the office of a director at any shareholders meeting.

7.2

7.2.1

The board may appoint any person who satisfies the requirements for election as

a director to fill any vacancy and serve as a director on a temporary basis until

the vacancy is filled by election in accordance with section 68(1) of the Act.

7.2.2

If the number of directors falls below the minimum provided for in this

Memorandum, the remaining directors must as soon as possible and in any event

not later than three months from the date that the number of directors falls below

the minimum, fill the vacancies or call a general meeting for the purpose of filling

the vacancies.

7.2.3

If required by the Listings Requirements:

7.2.3.1

the appointment of a director to fill a vacancy must be confirmed by

shareholders at the next annual general meeting; and

7.2.3.2

after the expiry of the three month period the remaining directors shall

only be permitted to act for the purpose of filling vacancies or calling

general meetings of shareholders.

7.3

The authority of the board to manage and direct the business and affairs of the

Company, as contemplated in section 66(1), is not limited, restricted or qualified by this

Memorandum.

7.4

7.4.1

This Memorandum does not limit, restrict or qualify the power of the Company to

pay remuneration to its directors for their service as directors in accordance with

section 66(9) of the Act.

7.4.2

This Memorandum does not limit, restrict or qualify the authority of the board to

authorise the Company to provide direct or indirect financial assistance to

directors or persons related to directors contemplated in section 45 of the Act.

7.5

7.5.1

This Memorandum does not limit, restrict or qualify the power of the Company to

pay or grant any type of remuneration contemplated in section 30(6)(b) to (g) of

the Act, including salary, commission or participation of profits, to its directors

holding an executive office with the Company.

7.5.2

The directors and alternate directors may be paid all their reasonable travelling

and other expenses, properly and necessarily incurred by them in and about the

business of the Company, and in attending meetings of the directors or of board

or statutory committees, as may further be set out in the policies of the board.

7.5.3

If any director is required to perform extra services, or to go or to reside abroad or

otherwise, or be specially occupied about the Company’s business, he shall be

entitled to receive such remuneration to be fixed by a disinterested quorum of

directors, which may be either in addition to or in substitution for the

remuneration provided for in clauses 7.4.1 and 7.5.1.”

7.6

7.6.1

This Memorandum does not limit, restrict or qualify the ability of the Company to

advance expenses to a director to defend any legal proceedings arising from his

service to the Company, or to indemnify a director against such expenses if the

proceedings are abandoned or exculpate the director or arise in respect of any

liability for which the Company may indemnify the director in terms of sections

78(5) and 78(6) of the Act.

7.6.2

This Memorandum does not limit, restrict or qualify the power of the Company to

indemnify a director in respect of any liability arising out of the director’s service

to the Company to the fullest extent permitted by the Act.

7.6.3

This Memorandum does not limit, restrict or qualify the power of the Company to

purchase insurance to protect a director against any liability or expenses for

which the Company is permitted to indemnify a director in terms of the Act and

this Memorandum, or the Company against any contingency.

7.6.4 Indemnity

7.6.4.1

To the fullest extent permitted by law, and subject to the Act, every

Relevant Officer shall be indemnified by the Company out of its own

funds against:

7.6.4.1.1

any liability incurred by or attaching to him in connection with any

negligence, default, breach of duty or breach of trust by him in

relation to the Company other than any liability to the Company

or any member of the Group; and

7.6.4.1.2

any other liability incurred by or attaching to him in relation to or

in connection with his duties, powers or office, including in

connection with the activities of the Company if it is the trustee of

an occupational pension scheme.

7.6.4.2

Where a Relevant Officer is indemnified against any liability in

accordance with this 7.6.4, such indemnity shall extend to all costs,

charges, losses, expenses and liabilities incurred by him in relation

thereto.

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Page 21

7.7

7.7.1

The directors may elect from their number a Chairman and a Deputy Chairman,

or two or more Deputy Chairmen, and decide the period for which each is to hold

office. The directors may also remove any of them from such office at any time.

If neither a Chairman nor a Deputy Chairman has been appointed or if at any

meeting of the directors, neither the Chairman nor a Deputy Chairman is present

within five minutes after the time appointed for holding the meeting, the directors

present may choose one of their number to be chairman of the meeting.

7.7.2

If at any time there is more than one Deputy Chairman the right in the absence of

the Chairman to preside at a meeting of the directors or of the Company shall be

determined as between the Deputy Chairmen present, if more than one, by

seniority in length of appointment or otherwise as resolved by the directors.

7.8

7.8.1

This Memorandum does not restrict the directors from acting otherwise than at a

meeting, as contemplated in section 74(1) of the Act and for so long as it is

required by the Listings Requirements, any resolution passed in terms of this

7.8.1 must be inserted in the minute book of the Company.

7.8.2

This Memorandum does not specify a different percentage or number of directors

upon whose request a meeting of the board must be called in terms of section

73(1) of the Act.

7.8.3

This Memorandum does not restrict the board from conducting meetings, or

directors from participating in meetings, by electronic communication, as

contemplated in section 73(3) of the Act.

7.8.4

This Memorandum does not limit, restrict or qualify the authority of the board to

determine the manner and form of giving notice of its meetings.

7.8.5

This Memorandum does not limit, restrict or qualify the authority of the board to

proceed with a board meeting in accordance with the requirements of section

73(5)(a) of the Act, despite a failure or defect in giving notice of the meeting.

7.8.6

The quorum requirement for a directors’ meeting to begin, the voting rights at

such a meeting, and the requirements for approval of a resolution at such a

those persons shall be entitled to vote at any meeting of the local board;

7.10.1.2

delegate to any local board, manager or agent any of the powers,

authorities and discretions vested in or exercisable by the directors, with

power to sub delegate;

7.10.1.3

remove any person so appointed, and may annul or vary any such

delegation; and

7.10.1.4

authorise the members of any local or divisional boards, or any of them,

to fill any vacancies therein, and to act notwithstanding vacancies.

7.10.2

Any such appointment or delegation may be made upon such terms and subject

to such conditions as the directors may think fit.

7.11

7.11.1

The directors may from time to time and at any time appoint any company, firm or

person or any fluctuating body of persons, whether nominated directly or

indirectly by the directors, to be the agent, attorney or attorneys of the Company

for such purposes and with such powers, authorities and discretions (not

exceeding those vested in or exercisable by the directors under this

Memorandum) and for such period and subject to such conditions as they may

think fit.

7.11.2

Such agent or attorney may be conferred with such power either collaterally with,

or to the exclusion of and in substitution for, all or any of the powers of the board.

7.11.3

Any such appointment may contain such provisions for the protection and

convenience of persons dealing with any such agent or attorney as the directors

may think fit.

7.11.4

The directors may also authorise any such agent or attorney to sub delegate all

or any of the powers, authorities and discretions vested in him.

7.12

A director may be employed in any other capacity in the Company or as a director or

employee of a subsidiary of the Company and, in such event, his appointment and

remuneration in respect of such office must be determined by a disinterested quorum of

directors.

7.13

Directors may be paid all their travelling and other expenses, properly and necessarily

incurred by them in and about the business of the Company and attending meetings of

the directors or of committees of the directors; and, if any director is required to perform

extra services, to reside abroad or be specifically occupied about the Company’s

business, may be entitled to such remuneration as is determined by a disinterested

quorum of directors, which may be either in addition or in substitution for any other

remuneration payable, subject to the provisions of the Act.

7.14

7.14.1

Without prejudice to any provisions for retirement contained in this Memorandum

or the Act, the office of a director is vacated if:

7.14.1.1

he becomes prohibited or disqualified by the Act from acting as a

director, ceases to be a director by virtue of any provision of the Act or is

removed from office pursuant to this Memorandum or the Act,

7.14.1.2

he is absent from meetings of the directors for six consecutive months

without permission of the board (whether or not an alternate director

appointed by him attends) and the directors have resolved that his office

be vacated; or

7.14.1.3

notice is given to terminate his contract of employment or engagement

with the Company where he is in breach of such contract.

7.14.2

If a director holds an appointment to executive office which terminates on

termination of his office as director, his removal from office pursuant to this 7.14

shall be deemed an act of the Company and shall take effect without prejudice to

any claim for damages for breach of any contract of service between him and the

Company.

7.14.3

The office of a director who is an employee of any member of the Group shall be

vacated if such director ceases to be employed within the Group provided that

the person concerned shall be eligible for re appointment or re-election as a

Director.

7.14.4

If the office of a director is vacated for any reason he shall cease to be a member

of any committee of the board.

7.14.5

A resolution of the board declaring a director to have vacated office under the

terms of this 7.14 shall be conclusive as to the facts and grounds of vacation

stated in the resolution.

7.15

All acts done by the directors or by a committee of directors or by any person acting as

a director or a member of a committee, shall, notwithstanding that it shall afterwards be

discovered that there was some defect in the appointment of the directors or persons

aforesaid, or that they or any of them were disqualified from or had vacated office, shall

be as valid as if very such person had been duly appointed and was qualified and had

continued to be a director or member of such committee.

8.1

8.1.1

If any amendments proposed to any preferences, rights, limitations or other terms

of any class of shares, such amendment would be subject to the prior sanction of

a resolution passed at a separate class meeting of the holders of that class of

shares in the same manner, mutatis mutandis, as a special resolution.

8.1.2

At every meeting of the holders of that class of shares, the provisions of this

Memorandum relating to general meetings of ordinary shareholders shall apply,

mutatis mutandis, except that a quorum at any such general meeting shall be any

person or persons holding or representing by proxy at least 2 of that class of

shares, provided that if at any adjournment of such meeting a quorum is not

present, the provisions of this Memorandum relating to adjourned meetings shall

apply, mutatis mutandis.

8.2

8.2.1

For so long as is required by the Listings Requirements, the Company must hold

all monies due to shareholders for the benefit of shareholders, provided that the

board may cause any such monies unclaimed for a period of three years (from

the due date for payment) to be forfeited for the benefit of the Company.

Page 27

warrant or of any document (whether similar to a cheque or warrant or not) sent

through the post as aforesaid or the loss or misdirection of any electronic

transfer. Payment of any such cheque or warrant, or the making of such

electronic transfer, to whomsoever effected, shall be a good discharge to the

Company.

8.2.5

The directors may from time to time make such regulations as they may think fit

in regard to the payment of distributions to members having registered addresses

outside South Africa, and such regulations may provide for the payment of such

distributions in any foreign currency and the rate of exchange at which such

payment shall be made and such other matters as the directors may think fit.

8.2.6

The directors may set aside such sum as they think proper as reserves which

shall, at the discretion of the directors be applicable for any purpose and pending

such application may, at the like discretion, either be employed in the business of

the Company or be invested in such investment as the directors may from time to

time think fit. The directors may also, without placing the same to reserve, carry

forward any sum which they may think prudent not to distribute.

8.2.7

Any payments to shareholders to be made to any shareholder whose registered

address is outside South Africa or who has given written instructions requesting

payment at an address outside South Africa and any payment to a member

whose registered address is outside South Africa may be paid in such currency

or currencies other than the currency of South Africa as may be stipulated by the

directors. The directors may also stipulate the date upon which the currency of

South Africa will be converted into such other currency or currencies.

8.3

The Company shall be entitled at any time to delegate its obligations to any member in

respect of unclaimed distributions or other unclaimed payments to any one of the

Company’s bankers from time to time.

8.4

If, upon the implementation of any odd-lot offer made by the Company, or pursuant to

or following any odd-lot offer made by the Company which is unconditional, in

accordance with the Listings Requirements, there are shareholders holding less than

100 ordinary shares or shareholders holding less than 100 ordinary shares on behalf of

a person who owns the beneficial interest in such shares (“odd-lot holdings”), then,

unless such shareholders have elected to retain their odd-lot holdings, the directors

shall be entitled to cause the odd-lot holdings to be sold on such basis as the directors

may determine and the Company shall account to such shareholders for the proceeds

attributable to them pursuant to the sale of such odd-lot holdings.

8.5

8.5.1

Subject to the provisions of the Act or acts done by any person acting as

independent external auditor, shall as regards all persons dealing in good faith

with the Company, be valid notwithstanding that there is some defect in his

appointment.

8.5.2

All annual financial statements which have been audited and laid before an

annual general meeting shall be deemed conclusively correct, and shall not be

re-opened without the approval of the directors.

8.6

In the case of joint holders of a security, all notices shall unless such holders otherwise

in writing direct and the directors agree, be given to that one of the joint holders whose

name stands first in the register, and notice so given shall be sufficient notice to all the

joint holders.

8.7

Any notice or other document delivered, given or sent in accordance with the

provisions of this Memorandum and notwithstanding that such member be then under

legal incapacity, and whether or not the Company knows of his legal incapacity, be

deemed to have been duly served in respect of any security registered in the name of

such member as a sole or joint holder unless his name shall at the time of service of

the notice or document have been removed from the register as the holder of the

security; and such service shall for all purposes of this Memorandum deem sufficient

service of such notice or document or persons interested (whether jointly with or as

claiming through or under him) in the security.

8.8

Notwithstanding anything to the contrary contained in this Memorandum, where any

action or matter is expressed in this Memorandum to be subject to compliance with the

Listings Requirements or rules of any Stock Exchange which the Company’s directors

are listed or quoted, a waiver of such requirement or rules by the Stock Exchange

concerned shall constitute compliance with those requirements or rules for the

purposes of this Memorandum.

8.9

8.9.1

Persons entitled to shares on death

8.9.1.1

If a shareholder dies, the only persons the Company shall recognise as

having any title to his interest in the shares shall be:

8.9.1.1.1

the survivors or survivor where the deceased was a joint holder;

and

8.9.1.1.2

the executors or administrators of the deceased where he was a

sole or only surviving holder.

8.9.1.2

Nothing in this 8.9.1 shall release the estate of a deceased shareholder

(whether sole or joint) from any liability in respect of any share held by

him.

8.9.2

Election by persons entitled by transmission

8.9.2.1

A person becoming entitled to a share in consequence of the death or

bankruptcy of a shareholder or otherwise by operation of law may either:

8.9.2.1.1

be registered himself as holder of the share upon giving to the

Company notice in writing to that effect, or

8.9.2.1.2

transfer such share to some other person, in which case he shall,

in the case of a certificate share, execute an instrument of

transfer of such shares to that person and, in the case of an

uncertificated share, either procure that all appropriate

instructions are given by means of the computer based system,

and procedures, which enables title to units of a security to be

evidenced and transferred without a written instrument to effect

the transfer of such share to such person or change the

uncertificated share to certificated form and then execute an

instrument of transfer of such share to such person,

Page 31

requirements of the notice have been complied with.

8.9.4 Prior

notices

binding

If a notice is given to a shareholder in respect of a share, a person entitled to that

share is bound by the notice if it was given to the shareholder before the name of

the person entitled was entered into the register.

8.10

Whenever as a result of a consolidation, subdivision, distribution of capitalised reserve,

re-designation of shares, or for any other reason, any shareholder would become

entitled to fractions of a share, the directors may deal with fractions as they see fit and

in particular (without prejudice to the generality of the aforegoing) round up or down to

the nearest whole number of a fraction, if any, on the basis that such fraction will be:

8.10.1

rounded up to the nearest whole number if the fraction is equal to or greater than

0.5 of a share; or

8.10.2

rounded down to the nearest whole number if the fraction is less than 0.5 of a

share.

Rights, privileges, restrictions and other conditions applicable to the A redeemable preference

shares of 50 cents each, the B redeemable preference shares of 1 cent each and the C

redeemable preference shares of no par value in the Company.

For purposes of this 9, the “Moab Lease Area” means the total lease area of 2 149,2631

hectares of the Mining Leases as ceded to the Company (formerly Vaal Reefs Exploration and

Mining Company Limited) by virtue of Deeds of Cession of Mining Leases Nos 23/92 and 26/92

and as reflected in the diagrams attaching to the Mining Leases being RMT Nos 52/91 and

53/91.

9.1

9.1.1

The following terms shall apply to the A redeemable preference shares of 50

cents each (“the A preference shares”), in the share capital of the Company:

9.1.1.1

The A preference shares shall be allotted to Eastvaal Gold Holdings

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9.2

9.2.1

The following terms shall apply to the B preference shares:

9.2.1.1

The B preference shares shall be issued at par plus a premium of

R249.99 per share. The said shares shall be subscribed for by and

allotted to Eastvaal Gold Holdings Limited at a price of R250.00 per

share.

9.2.1.2

The B preference shares shall rank pari passu with each other and

except as provided for in this 9 shall rank pari passu with the A

preference shares and the C preference shares.

9.2.1.3

The B preference shares shall confer the following rights on the holder

thereof:

9.2.1.3.1

the right to an annual dividend amounting to the lesser of 5 per

cent of the issue price of the B preference shares or an amount

equivalent to the balance of the after tax profits arising from

income derived from mining the Moab Lease Area as determined

by the directors in each financial year. The annual dividend shall

be a first charge on any profit available for distribution from the

Moab Lease Area but shall not be payable from any other profits

of the Company;

9.2.1.3.2 to

receive

on redemption:

9.2.1.3.3

the nominal value of the said B preference shares;

9.2.1.3.4

a premium of up to R249.99 per share, but limited to an amount

equal to the net proceeds available from the disposal of the

assets relating to the Moab Lease Area after payment of the

nominal value of the B preference shares. Any such premium

shall be payable from so much of the share premium account as

arose on the issue of the shares;

9.2.1.3.5

against payment of the said nominal value and premium, if any,

such shares shall be fully redeemed and shall constitute part of

the authorised and unissued share capital of the Company;

preference share held, the holders of the Ordinary Shares shall

be entitled to 50 votes for each Ordinary Share held, the holder

of the B preference shares shall be entitled to one vote for each

B preference share held and the holder of the C preference

shares shall be entitled to one vote for each C preference share

held.

9.2.1.5

At every separate meeting of the holder of the B preference shares the

provisions of this Memorandum and the Act relating to the voting at

general meetings of Ordinary Shareholders and the appointment of

proxies to act thereat, shall apply, mutatis mutandis, except that at any

such separate meeting the sole holder of the B preference shares shall

constitute a quorum.

9.2.1.6

The B preference shares shall confer the right, on a winding-up of the

Company in priority to any payment in respect of the Ordinary Shares,

the A preference shares and the C preference shares then in issue, to

receive only so much of the net proceeds from the disposal of the assets

relating to the Moab Lease Area as is available for distribution but not

exceeding a return per B preference share of the capital paid-up thereon

and any share premium paid on the issue of the B preference shares

outstanding at that time.

9.2.1.7

The B preference shares shall not be entitled to any participation, on a

winding-up, in any of the surplus funds of the Company in any other

manner arising.

9.3

9.3.1

The following terms shall apply to the C preference shares:

9.3.1.1

The C preference shares shall be issued at a price of R250.00 per

share. The said shares shall be subscribed for by and allotted to

Eastvaal Gold Holdings Limited at an issue price of R250.00 per share.

9.3.1.2

The C preference shares shall rank pari passu with each other and

except as provided for in this 9, with the B preference shares and the A

preference shares.

Page 38

Page 39

constitute a quorum.

9.3.1.6

The C preference shares shall confer the right, on a winding-up of the

Company, ranking after and following payment of the holders of the B

preference shares in terms of 9.2.1.6, but in priority to any payment in

respect of the Ordinary Shares in the capital of the Company then

issued, to receive only so much of the net proceeds from the disposal of

the assets relating to the Moab Lease Area as is available for distribution

but not exceeding a return per C preference share of the capital paid-up

on the issue of the B preference shares outstanding at that time.

9.3.1.7

The C preference shares shall not be entitled to any participation, on a

winding-up, in any of the surplus funds of the Company in any other

manner arising.

9.4

9.4.1

The rights attaching to the A, B and C preference shares and the interests of the

holders of the A, B and C preference shares shall not be regarded as being

directly affected or modified by the creation by the Company of any further

shares of any class unless those new shares rank as regards participation in the

assets or profits of the Company from the Moab Lease Area in some or all

respects in priority to or pari passu with the A, B and C preference shares.

9.4.2

The provisions of this 9 shall override any similar or contrary provisions of this

Memorandum.

9.4.3

Without the prior written consent of the holders of the A, B and C preference

shares or the prior sanction of resolutions at separate general meetings of the

holders of the A, B and C preference shares passed in the same manner, mutatis

mutandis, as a special resolution:

9.4.3.1

none of the rights attaching to the A, B and C preference shares may be

modified;

9.4.3.2

no shares in the capital of the Company, ranking as regards participation

in the assets or profits of the Company arising from operations in the

Moab Lease Area in some or all respects in priority to or pari passu with

Page 41

1.

600 000 000 ordinary shares of 25 cents, each of which shall entitle the holder,

subject to any preferences, rights or other share terms of any class of shares in the

Company ranking prior to the ordinary shares:

(i)

unless otherwise provided for in this Memorandum, to one vote for every

ordinary share;

(ii)

to receive any distribution in accordance with the holder’s voting power;

(iii)

on a liquidation of the Company, to receive the net assets of the Company in

accordance with the holder’s voting power;

(iv)

to all of the preferences, rights or other terms set out in the Act or this

Memorandum;

(v)

to any other rights at common law insofar as such rights are not inconsistent

with this Memorandum or the Act.

2.

2 000 000 A redeemable preference shares of 50 cents each of which shall entitle the

holder, subject to any preferences, rights or other share terms of any class of shares

in the Company ranking prior to the A redeemable preference shares, to all of the

preferences, rights or other terms set out in this Memorandum.

3.

5 000 000 B redeemable preference shares of 1 cent each of which shall entitle the

holder, subject to any preferences, rights or other share terms of any class of shares

in the Company ranking prior to the B redeemable preference shares, to all of the

preferences, rights or other terms set out in this Memorandum.

4.

30 000 000 C redeemable preference shares of no par value each of which shall

entitle the holder, subject to any preferences, rights or other share terms of any class

of shares in the Company ranking prior to the C redeemable preference shares, to all

of the preferences, rights or other terms set out in this Memorandum.

None.

600,000,000 ordinary shares of R0.25 each

150,000,000

2,000,000 A redeemable preference shares of R0.50 each

1,000,000

5,000,000 B redeemable preference shares of R0.01 each

50,000

30,000,000 C redeemable preference shares of no par value

-

By:

/s/ M E SANZ PEREZ________

Name:

M E Sanz Perez

Title:

EVP: Group Legal, Commercial & Governance