AngloGold Ashanti Limited (AU) 6-KCurrent report (foreign)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION OR REQUIRE THE COMPANY TO TAKE ANY FURTHER ACTION.

CAPITALISED WORDS AND EXPRESSIONS USED IN THIS ABRIDGED PRE-LISTING STATEMENT SHALL, UNLESS EXPRESSLY DEFINED HEREIN OR INDICATED OTHERWISE BY THE CONTEXT, BEAR THE MEANINGS GIVEN TO THEM IN THE PRE-LISTING STATEMENT.

On 12 May 2023, AGA announced the Reorganisation, pursuant to which NewCo, a company incorporated under the laws of England and Wales, will be established as the new listed holding company of the Group. The Reorganisation will be implemented in 3 (three) sequential, separate, inter-conditional steps consisting of (i) the Spin-Off; (ii) the AGAH Sale; and (iii) the Scheme.

As a result of the Reorganisation, each Scheme Participant will beneficially own one NewCo Ordinary Share for each AGA Ordinary Share (including the AGA Ordinary Shares represented by AGA ADSs) held on the Reorganisation Consideration Record Date, and the existing AGA Shareholders will beneficially hold the same percentage of NewCo Ordinary Shares as they held of AGA Ordinary Shares on such record date (subject to any adjustments to reflect the exercise of appraisal rights).

Based on the current number of issued AGA Ordinary Shares as at the Last Practicable Date, being 15 June 2023, NewCo will issue up to approximately 419,612,543 NewCo Ordinary Shares pursuant to the Reorganisation (subject to any adjustments to reflect the exercise of appraisal rights).

The implementation of the Reorganisation is subject to requisite AGA Shareholder approvals, among other conditions precedent. The failure or inability to implement any one or more of the Spin-Off, the AGAH Sale and the Scheme will result in the failure of all of the steps comprising the Reorganisation and any steps already completed shall be unwound.

The JSE has approved the secondary inward listing, by way of an introduction, of the issued ordinary share capital of NewCo in the “Gold Mining” sector of the Main Board of the JSE under the abbreviated name “ANGGOLD” and share code ANG and ISIN No. GB00BRXH2664. The JSE Listing is expected to be in effect from the commencement of business on 20 September 2023, subject to the Reorganisation being approved by the AGA Shareholders. During the three years prior to the Last Practicable Date, AGA has complied with the spread of shareholders required in terms of the JSE Listings Requirements and as such, on the Operative Date, NewCo will also comply with the spread of shareholders required as contemplated in paragraph 4.25 and paragraph 4.26 of the JSE Listings Requirements.

The secondary inward listed NewCo Ordinary Shares will be classified as "domestic" for exchange control purposes. Accordingly, South African resident NewCo Shareholders will be entitled to hold their NewCo Ordinary Shares through the South African register and may trade their NewCo Ordinary Shares on the JSE and A2X without utilising their foreign investment allowances.

AGA Shareholders are advised that AGA and NewCo jointly as of Friday 7 July 2023, issued the Disclosure Package, being the Pre-listing Statement and the Circular

For a full understanding of the Reorganisation, the Disclosure Package should be read in its entirety.

AGA is an independent, global gold mining company with a diverse portfolio of operations, projects and exploration activities across nine countries on four continents. AGA is headquartered in Johannesburg, South Africa. AGA has developed a high-quality, well-diversified asset portfolio, including production from seven countries (Argentina, Australia, Brazil, the Democratic Republic of Congo, Ghana, Guinea and Tanzania) supported by greenfield projects in the United States and Colombia along with a focused global exploration program. While gold is its principal product, AGA also produces silver (Argentina) and sulfuric acid (Brazil) as by-products.

AGA (formerly AngloGold Limited) (Registration No. 1944/017354/06) was incorporated in South Africa in 1944 under the name of Vaal Reefs Exploration and Mining Company Limited and AGA operates under the Companies Act and has been listed on the Main Board of the JSE since 1998. On 26 April 2004, AGA acquired the entire issued share capital of Ashanti Goldfields Company Limited and changed its name to AngloGold Ashanti Limited on the same day.

NewCo was incorporated, as a private limited company under the laws of England and Wales on 10 February 2023, and on 22 June 2023, NewCo was re-registered as a public limited company, solely for the purposes of carrying out the Reorganisation.

The proposed Reorganisation has a number of benefits that AGA believes will enhance the Group’s strategic position and allow for greater recognition of its full value, including:

Effective at, or prior to, the time that the Reorganisation is completed, the NewCo Board is expected to consist of 12 (twelve) directors comprising of 10 (ten) independent non-executive directors and 2 (two) executive directors.

The names, ages, nationalities and position of the directors of NewCo as at the Operative Date are set out in the table below:

AGA Shareholders are further advised that the following documents were distributed on Friday, 7 July 2023 to AGA Shareholders:

A separate registration statement on Form F-4 has been filed with the SEC by NewCo (SEC File No. 333-272867), which includes a prospectus under the Securities Act with respect to NewCo Ordinary Shares being issued in the Reorganisation.

Notice is hereby given to AGA Shareholders that a meeting of the AGA Shareholders will be held on Friday, 18 August 2023 at 2:00 p.m. (South Africa Standard Time), to consider and, if deemed fit, pass, with or without amendment and/or modification, the resolutions set out hereunder, in the manner required by the Companies Act and the JSE Listings Requirements.

At the Shareholders’ Meeting, AGA Shareholders will be asked to consider and vote, among other things, on the AGAH Sale Special Resolution to approve the AGAH Sale and the Scheme Special Resolution to approve the Scheme. For the AGAH Sale Special Resolution and the Scheme Special Resolution to be approved by the AGA Shareholders, each must be supported by at least 75% (seventy-five percent) of the voting rights exercised on such resolution by the holders of AGA Ordinary Shares (including AGA Ordinary Shares represented by AGA ADSs) present or represented by proxy at the Shareholders’ Meeting and entitled to vote on such resolution.

For further information, please refer to the Circular which has been distributed to AGA Shareholders.

7 July 2023

Johannesburg

THE INFORMATION IN THIS ABRIDGED PRE-LISTING STATEMENT HAS BEEN EXTRACTED, IN SUMMARISED FORM, FROM THE FULL PRE-LISTING STATEMENT ISSUED BY THE COMPANY ON 7 JULY 2023. IT IS NOT COMPLETE AND DOES NOT CONTAIN ALL OF THE INFORMATION THAT A PERSON SHOULD CONSIDER IN RELATION TO THE REORGANISATION. INVESTORS SHOULD READ THE FULL PRE-LISTING STATEMENT CAREFULLY IN ITS ENTIRETY, INCLUDING THE “RISK FACTORS” SECTION, THE FINANCIAL STATEMENTS PROVIDED AND THE NOTES TO THOSE FINANCIAL STATEMENTS. THIS ABRIDGED PRE-LISTING STATEMENT IS ISSUED IN COMPLIANCE WITH THE LISTINGS REQUIREMENTS FOR THE PURPOSE OF PROVIDING INFORMATION TO SELECTED PERSONS IN SOUTH AFRICA AND OTHER JURISDICTIONS WITH REGARD TO THE COMPANY.

The release, publication or distribution of this Abridged Pre-listing Statement may be restricted by law and therefore persons in any such jurisdictions into which this Abridged Pre-listing Statement is released, published or distributed should inform themselves about, and observe such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws or other legal requirements of any such jurisdiction. To the fullest extent permitted by applicable law, AGA and NewCo, their respective boards of directors and the Transaction Advisers disclaim any responsibility or

liability for the failure to become informed of or to observe or for any violation of such requirements by any person.

This Abridged Pre-listing Statement is not intended to, and does not constitute an offer to sell or issue, or the solicitation of an offer to purchase or to subscribe for shares or other securities or a solicitation of any vote or approval in any jurisdiction in which such solicitation would be unlawful or in which securities may not be offered or sold without registration or an exemption from registration. This Abridged Pre-listing Statement does not constitute a prospectus or a prospectus-equivalent document.

To the extent that the distribution of this Abridged Pre-listing Statement in certain jurisdictions outside South Africa may be restricted or prohibited by the laws of such foreign jurisdiction, then this Abridged Pre-listing Statement is deemed to have been provided for information purposes only and neither AGA nor NewCo, nor their respective boards of directors nor the Transaction Advisers, accept any responsibility for any failure by AGA Shareholders to inform themselves about, and to observe, any applicable legal requirements in any relevant foreign jurisdiction. None of the NewCo or the Transaction Advisers, nor any of their respective representatives, is making any representation to any AGA Shareholder regarding the legality of an investment in the NewCo Ordinary Shares by such AGA Shareholder under the law applicable to such AGA Shareholder.

The contents of this Abridged Pre-listing Statement should not be construed as legal, financial or tax advice. Each AGA Shareholder should consult his/her or its own legal, financial or tax adviser as to the legal, financial, business, tax and related aspects of the acquisition of NewCo Ordinary Shares.

The Transaction Advisers are acting exclusively for AGA and/or NewCo (as the case may be), and no one else in connection with the Reorganisation and the contents of this Abridged Pre-listing Statement and will not be responsible to anyone, other than AGA and/or NewCo (as the case may be), for providing the protections afforded to clients of the Transaction Advisers, respectively, or for providing advice in relation to the Reorganisation and the contents of this Abridged Pre-listing Statement.

No representation or warranty, express or implied, is made by any of the Transaction Advisers as to the accuracy, completeness or verification of the information set out in this Abridged Pre-listing Statement, and nothing contained in this Abridged Pre-listing

Statement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Each of the Transaction Advisers assumes no responsibility for this Abridged Pre-listing Statement’s accuracy, completeness or verification and accordingly hereby disclaims, to the fullest extent permitted by applicable law, any and all liability whether arising in delict, tort, contract or otherwise which they might otherwise be found to have in respect of this Abridged Pre-listing Statement or any such statement.

Shareholders also acknowledge that: (a) they have not relied on the Transaction Advisers or any person affiliated with the Transaction Advisers in connection with any investigation of the accuracy of any information contained in the Disclosure Package or their investment decision; (b) they have relied only on the information contained in the Disclosure Package and have made their own assessment of such information; and (c) no person has been authorised to give any information or to make any representation concerning AGA, NewCo or the NewCo Ordinary Shares (other than as contained in this Abridged Pre-listing Statement) and, if given or made, any such other information or representation should not be relied upon as having been authorised by AGA, NewCo or the Transaction Advisers.

The information contained in this Abridged Pre-listing Statement constitutes factual information as contemplated in Section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, No. 37 of 2002 (as amended and restated from time to time) and should not be construed as an express or implied recommendation, guidance or proposal that any particular transaction in respect of the Reorganisation and/or the acquisition of the NewCo Ordinary Shares is appropriate to the particular investment objectives, financial situations or needs of an AGA Shareholder, and nothing in this Abridged Pre-listing Statement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa or in any other jurisdiction.

This Abridged Pre-listing Statement has been prepared in accordance with the JSE Listings Requirements, and the information disclosed may not be the same as that which would have been disclosed if this Abridged Pre-listing Statement had been prepared in accordance with the laws and regulations of any jurisdiction outside of South Africa.

The Reorganisation (comprising the Spin-off, the AGAH Sale and the Scheme) is governed by the laws of South Africa and is subject to any applicable laws and regulations, including, but not limited to, the Companies Act, the Companies Regulations, the JSE Listings Requirements and the Exchange Control Regulations.

The rights of the Foreign Shareholders in respect of the Reorganisation pursuant to which this Abridged Pre-listing Statement has been issued, may be affected by the laws of the relevant jurisdictions of any Foreign Shareholders. Such Foreign Shareholders should inform themselves about and observe any applicable legal requirements of such jurisdictions. It is the responsibility of any Foreign Shareholder to satisfy themselves as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection with the Reorganisation, including the obtaining of any governmental, exchange control or other consents or the making of any filings which may be required,

the compliance with other necessary formalities, the payment of any transfer or other taxes or other requisite payments due in such jurisdiction.

Any AGA Shareholder who is in doubt as to their position, including, without limitation, their tax status, should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

This Abridged Pre-listing Statement includes statements that are, or may be forward-looking statements. Forward-looking statements are not based on historical facts, but rather reflect AGA’s current expectations concerning future results and events and generally may be identified by the use of forward-looking words or phrases such as “believe”, “aim”, “expect”, “anticipate”, “intend”, “foresee”, “forecast”, “likely”, “should”, “planned”, “could”, “may”, “would”, “estimated”, “potential”, “outlook” or other similar words and phrases. Similarly, statements that describe AGA’s objectives, plans or goals are or may be forward-looking statements.

AGA Shareholders should consider any forward-looking statements or forecasts in light of the risks and uncertainties described in the information contained or incorporated by reference in this Abridged Pre-listing Statement. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Group’s actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed or implied in these forward-looking statements. Although AGA and NewCo believe that the expectations reflected in such forward-looking statements and forecasts are reasonable, no assurance can be given that such expectations will prove to have been correct. Accordingly, results could differ materially from those set out in the forward-looking statements as a result of, among other factors, risks and uncertainties related to the timing of the Reorganisation, the possibility that the AGA Shareholders will not approve the Reorganisation, that the Reorganisation will not receive other necessary approvals or that the Reorganisation is otherwise not completed (whether following the occurrence of a Material Adverse Effect or otherwise), the possibility that the expected benefits from the Reorganisation will not be realised or will not be realised within the expected time period, operational disruption due to the Reorganisation, the incurrence of unexpected transaction costs and expenses or total transaction costs and expenses being higher than current estimates, the degree to which AGA is successful in implementing the Reorganisation (and deriving the anticipated benefits from the Reorganisation) and other changes which AGA and/or NewCo may make to the Group’s corporate structure, changes in economic, social and political and market conditions, including related to inflation or international conflicts, the success of business and operating initiatives, changes in the regulatory environment and other government actions, including environmental approvals, fluctuations in gold prices and exchange rates, the outcome of pending or future litigation proceedings, any supply chain disruptions, any public health crises, pandemics or epidemics (including the COVID-19

pandemic), and other business and operational risks and other factors, including mining accidents. These factors are not necessarily all of the important factors that could cause AGA’s actual results to differ materially from those expressed in any forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on future results.

AGA Shareholders are therefore cautioned not to place undue reliance on the forward-looking statements and are advised to read the Disclosure Package in its entirety.