Report on Form 6-K dated June 21 , 2004

Commission File Number 0-29874

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)

Form 20-F X         Form 40-F

Yes          No X

Yes          No X

Yes          No X

(1)

(2)

(3)

(4)

(A)

(B)

(C)

(D)

NOW IT IS HEREBY AGREED as follows:

1.1

In this Agreement (including the Recitals):

"ABSA" means ABSA Bank Limited;  

"ADRs" has the meaning given to it in Clause 7.2.2;

1

2

"FSMA" means the Financial Services and Markets Act 2000, including any regulations made pursuant thereto; 

"Group" means AG and its consolidated subsidiaries taken as a whole; 

"Initial Announcement" means the announcement of the Company in the agreed form containing details of the Placing; 

"indemnifying party" means AG, the Company and Cazenove and/or JP Morgan, as applicable; 

"Loss" means (i) with respect to the indemnity set forth in Clause 8.1 hereof, losses (which shall include, for the avoidance of doubt, taxation other than corporation tax payable by the Banks in the ordinary course of their business on the commissions referred to in Clause 5), liabilities, damages, costs, charges and expenses together with an amount equal to any irrecoverable VAT, turnover or similar tax thereon if applicable, and (ii) with respect to the indemnities set forth in Clauses 8.2 and 8.3 hereof, losses, liabilities, damages, costs, charges and expenses together with an amount equal to any irrecoverable VAT, turnover or similar tax thereon if applicable.  

"Material Adverse Effect" has the meaning given to it in Clause 7.2.11; 

"PFIC" has the meaning given to it in Clause 7.2.3;  

"Placees" means persons procured by the Banks to purchase Placing Shares or ADSs representing Placing Shares pursuant to the provisions of this Agreement; 

"Placing" means the placing of Placing Shares and/or ADSs representing Placing Shares by the Banks pursuant to the provisions of this Agreement; 

"Placing Price" means the price per share at which the Placing Shares and ADSs representing Placing Shares are to be purchased by Placees in accordance with the arrangements described in this Agreement and as set out (in both South African Rand and US Dollars) in the Terms of Sale; 

"Registration Statement" has the meaning given to it in the Recitals; 

"SA Business Day" means any day which is not a Saturday, Sunday or a bank or public holiday in the Republic of South Africa; 

"Securities Act" means the U.S. Securities Act of 1933, as amended; 

"SEC" means the U.S. Securities and Exchange Commission; 

"Share Settlement" means the transfer of Placing Shares pursuant to Clauses 3.3.3 and 3.3.4 and the concomitant payments pursuant to Clauses 3.4.3 and 3.4.4; 

"Share Settlement Closing Date" has the meaning given to it in Clause 3.2; 

"Share Settlement Amount" has the meaning given to it in Clause 2.5.2;  

"Specified Event" means an event occurring or matter arising on or after the date hereof and before the ADS Settlement Closing Date or Share Settlement Closing Date (as the case may be) which if it had occurred or arisen before the date hereof would have rendered any of the representations and warranties contained in Clause 7 untrue, inaccurate, incorrect or misleading; 

"STRATE System" means the system of clearing and settlement generated by the Exchange for share transactions to be settled and transfer of ownership of shares to be recorded electronically;

3

1.2

1.3

1.4

1.5

1.6

1.7

1.8

Headings: Headings shall be ignored in construing this Agreement.

1.9

Time of Day: References to time of day are to Johannesburg time.

2.1

2.1.1 irrevocably appoints each of the Banks as its agent for the purpose of effecting

the Bookbuilding and the Placing and, in reliance upon the representations,

4

2.1.2   

confirms that the foregoing appointment confers on each of the Banks all powers, authorities and discretions on behalf of the Company which are necessary or expedient to the Bookbuilding and the Placing (including the power to appoint sub-agents or to delegate the exercise of any of its powers, authorities or discretions to such persons as may be necessary); and

2.1.3   

agrees to ratify, confirm or approve all documents, acts and things which each of the Banks may lawfully do in the exercise of such appointment, powers, authorities and discretions.

2.2

At or as soon as practicable after the signing of this Agreement:

2.2.1   

the Company shall procure the release (with the assistance of the Banks) of the Initial Announcement through SENS, the Securities Exchange News Service, in Johannesburg and through a Regulatory Information Service in London; and

2.2.2   

subject to the release of the Initial Announcement, each of the Banks shall, as agent for the Company, use its reasonable endeavours to procure by means of the Bookbuilding Placees to purchase Placing Shares or ADSs representing Placing Shares on the terms and subject to the conditions set out in this Agreement.

2.3

2.4

2.5

2.5.1   

the number of Placing Shares for conversion into ADSs in order to satisfy allocations to Placees who wish to receive their placing commitment in ADS form (the "ADS Settlement Amount"); and

5

2.5.2   the number of Placing Shares to be transferred to satisfy allocations to Placees

2.6

3.1

3.1.1 

transfer from the Cazenove ABSA Account a number of Placing Shares equal to the ADS Settlement Amount to the Conversion Agent against delivery by the Conversion Agent of an equal number of ADSs to the DTC account of Cazenove Incorporated;

3.1.2 

procure that Cazenove Incorporated transfers from its DTC account such number of ADSs to an account with JP Morgan as are required by JP Morgan to meet allocations of ADSs to those Placees procured by it who wish to receive their placing commitment in ADS form (the "JP Morgan ADS Allocation Amount"), with the number of ADSs remaining in such DTC account after such transfer being the "Cazenove ADS Allocation Amount";

3.1.3    transfer

in

accordance

with section 91(4) of the South African Companies Act

(A) 

to an account with Cazenove South Africa (Pty) Limited to meet allocations of Placing Shares to Placees procured by it who are resident in the Republic of South Africa and who wish to receive their placing commitment in the form of shares (such number of shares being the "Cazenove SA Share Allocation Amount"); and

(B)

3.2

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3.3

3.3.1 

on the ADS Settlement Closing Date, against payment in accordance with Clause 3.4.1, a number of ADSs equal to the Cazenove ADS Allocation Amount to Cazenove Incorporated (as agent for the Placees) or otherwise as Cazenove may direct;

3.3.2 

on the ADS Settlement Closing Date, against payment in accordance with Clause 3.4.2, a number of ADSs equal to the JP Morgan ADS Allocation Amount to JP Morgan (as agent for the Placees) or otherwise as JP Morgan may direct;

3.3.3 on the Share Settlement Closing Date, against payment in accordance with

Clause 3.4.3:

(A) 

a number of Placing Shares equal to the Cazenove SA Share Allocation Amount to Cazenove South Africa (Pty) Limited (as agent for the Placees) or otherwise as Cazenove may direct; and

(B)

3.3.4 

on the Share Settlement Closing Date, against payment in accordance with Clause 3.4.4 a number of Placing Shares equal to the JP Morgan Share Allocation Amount to JP Morgan (or, where relevant, an affiliate of JP Morgan in South Africa) (in each case, as agent for the Placees) or otherwise as JP Morgan may direct,

3.4

3.4.1 

on the ADS Settlement Closing Date, Cazenove will pay, or procure to be paid, to the Company Dollar Account an amount in US Dollars equal to the Placing Price in US Dollars multiplied by the number of Placing Shares represented by the ADSs comprised in the Cazenove ADS Allocation Amount, less the aggregate commissions, costs, fees and expenses payable under Clause 5 to Cazenove;

3.4.2 

on the ADS Settlement Closing Date, JP Morgan will pay, or procure to be paid, to the Company Dollar Account an amount in US Dollars equal to the Placing Price in US Dollars multiplied by the number of Placing Shares

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3.4.3 

on the Share Settlement Closing Date, Cazenove will pay, or procure to be paid, to the Company Dollar Account an amount in US Dollars equal to the Placing Price in US Dollars multiplied by the number of Placing Shares comprised, in aggregate, in the Cazenove SA Share Allocation Amount and the Cazenove Non-SA Share Allocation Amount less (to the extent not deducted under Clause 3.4.1) any commissions, costs, fees and expenses payable to Cazenove under Clause 5; and

3.4.4 

on the Share Settlement Closing Date, JP Morgan will pay, or procure to be paid, to the Company Dollar Account an amount in US Dollars equal to the Placing Price in US Dollars multiplied by the number of Placing Shares comprised in the JP Morgan Share Allocation Amount less (to the extent not deducted under Clause 3.4.2) any commissions, costs, fees and expenses payable to JP Morgan under Clause 5.

3.5

4.1

4.1.1 the Terms of Sale having been executed by the Company and the Banks within

one week of the date of this Agreement;

4.1.2 the publication of:

(i)

the Initial Announcement, in accordance with Clause 2.2.1; and

(ii)

4.1.3 

none of the representations and warranties of the Company or AG contained herein being untrue, inaccurate, incorrect or misleading as at the date hereof, at the date on which the Terms of Sale are executed, and at the ADS Settlement Date or the Share Settlement Date, as applicable, and neither the Company nor AG being in breach of any of their obligations under this Agreement in any respect which is material on or before such Settlement Dates;

4.1.4 

delivery to the Banks dated on the ADS Settlement Closing Date and the Share Settlement Closing Date of a legal opinion as to English law from Herbert Smith, as counsel to the Company, in the agreed form set forth in Schedule 2 hereto;

4.1.5 

delivery to the Banks of legal opinions dated on the ADS Settlement Closing Date and the Share Settlement Closing Date from Shearman & Sterling (London) LLP, as counsel to AG, as to U.S. law matters and as to English law

8

4.1.6 

delivery to the Banks of a legal opinion dated on the ADS Settlement Closing Date and the Share Settlement Closing Date from Taback & Associates (Pty) Ltd., as counsel to AG, in the agreed form set forth in Schedule 6 hereto;

4.1.7 

the Company having furnished to the Banks a certificate of the Company, signed by any two directors of the Company, dated on the ADS Settlement Closing Date and the Share Settlement Closing Date, in the agreed form set forth in Schedule 7 hereto;

4.1.8 

AG having furnished to the Banks a certificate of AG, signed by any two directors of AG, dated on the ADS Settlement Closing Date and the Share Settlement Closing Date, in the agreed form set forth in Schedule 8 hereto;

4.1.9 

Ernst & Young and Deloitte & Touche having furnished comfort letters to the Banks dated on the date of the execution of the Terms of Sale, the ADS Settlement Closing Date and the Share Settlement Closing Date in the agreed form of the letters contained in Schedule 9 and Schedule 10 hereto; and

4.1.10 

delivery to the Banks of a 10b-5 letter dated on the ADS Settlement Closing Date and the Share Settlement Closing Date from Davis Graham & Stubbs LLP in the agreed form set forth in Schedule 11 hereto.

4.2

4.2.1 such termination shall be without prejudice to any accrued rights or

obligations under this Agreement;

4.2.2 the Company shall pay the expenses of the Banks to the extent specified in

Clause 5.5; and

4.2.3 the provisions of Clauses 1, 5, 8, 9, 11, 12 and 13 shall remain in full force and

effect.

5.1

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5.2

5.2.1 

(to the extent not retained by them pursuant to Clause 5.4) on the ADS Settlement Closing Date in respect of the Placing Shares represented by the ADSs comprised in the ADS Settlement Amount and on the Share Settlement Closing Date in respect of the Placing Shares comprised in the Share Settlement Amount; or

5.2.2 

if or to the extent not previously paid (or retained by them pursuant to Clause 5.4), by transfer for value on the second Business Day following the date on which demand for payment thereof is made.

5.3

5.4

5.5

5.6

5.7

10

5.7.1 

to the extent that any payment or reimbursement is in respect of any supply of goods or services to the relevant Bank, including where the relevant Bank acts as agent for the Company within the meaning of section 47(3) Value Added Tax Act 1994, a sum equal to the proportion of the VAT Element that the relevant Bank certifies as representing irrecoverable input tax in the hands of that Bank; and

5.7.2 

to the extent that any such payment or reimbursement is in respect of a disbursement made by the relevant Bank as agent for the Company, excluding where the relevant Bank acts as agent within the meaning of section 47(3) Value Added Tax Act 1994, such amount as equals the whole of the VAT Element.

5.8

7.1

7.1.1 

Incorporation and Qualification: The Company is duly incorporated as a public limited company and in existence under the laws of England and Wales, with full power and authority under its memorandum and articles of association and otherwise to own its assets and to conduct its business;

7.1.2 

Capacity and Authorisation: The Company has full corporate power and capacity to offer for sale and to sell the Placing Shares and/or ADSs (as the case may be) as contemplated by this Agreement, to authorise, execute and deliver this Agreement and to perform its obligations hereunder and the Company has authorised all of the foregoing by all corporate or other action required;

7.1.3 

Validity of Contracts and Corporate Power: This Agreement has been duly executed and delivered by the Company and constitutes valid, legally binding and enforceable obligations of the Company, and the Company has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder;

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7.1.4 

Price-Sensitive Information: The Company is not aware of any material or price-sensitive information that is not public and which, if made public, would or might reasonably be expected to have a significant effect upon the market price of the Placing Shares;

7.1.5 

Title to Shares: Upon the sale and transfer of the Placing Shares in accordance with Clause 3.3 and Clause 3.4 of this Agreement, Placees will acquire legal and beneficial title to the Placing Shares and/or ADSs (as the case may be), free and clear of any pledge, lien, mortgage, charge, encumbrance, security interest, claim, equity or other third party right of any nature whatsoever, together with all rights now or hereafter attaching thereto;

7.1.6 

Compliance: The execution and delivery of this Agreement, the sale of the Placing Shares and/or ADSs (as the case may be), the carrying out of the transactions contemplated by this Agreement and compliance with its terms do not and will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the memorandum and articles of association of the Company or any material debenture, trust deed, mortgage or other agreement or instrument to which the Company is a party or by which it or any of its properties is bound (including without limitation the Registration Rights Agreement between the Company and AG, which is hereby acknowledged by AG) and will comply with all applicable laws, rules and regulations of the United Kingdom, the Republic of South Africa and the United States;

7.1.7 

Consents: No action or thing is required to be taken, fulfilled or done (including without limitation the obtaining of any consent or licence or the making of any filing or registration) for the sale of the Placing Shares and/or ADSs (as the case may be), the carrying out of the other transactions contemplated by this Agreement (including, without limitation, the conversion of Placing Shares into ADSs as envisaged by Clause 3.1.1) or the compliance by the Company with the terms hereof, except for such consents, approvals, authorisations, orders, clearances, filings or registrations (A) as have been obtained or made prior to the date of this Agreement, or (B) as may be required by the laws of or any governmental agency in any jurisdiction outside the United Kingdom, the Republic of South Africa and the United States in connection with equity offerings generally;

7.1.8 

Stabilisation: Neither the Company nor any of its affiliates, nor any person acting on its or their behalf (other than the Banks and any of their affiliates, as to whom the Company makes no representation) has taken or will take, directly or indirectly, any action designed to cause or to result in, or that has constituted or which might reasonably be expected to cause or result in, the stabilisation in violation of applicable laws or manipulation of the price of any security to facilitate the sale or resale of the Placing Shares; and

7.1.9   Announcements: In relation to the Initial Announcement and the Final

Announcement;

(A)

12

(B)

(C)

7.2

7.2.1 

SEC Registration: AG meets the requirements for use of Form F-3 under the Securities Act and has prepared and filed with the SEC the Registration Statement, and the Registration Statement, including any post-effective amendments thereto, each in the form heretofore delivered or to be delivered to the Banks, have been or will be, as applicable, declared effective by the SEC in such form; and no stop order suspending the effectiveness of such registration statement is in effect and, to AG's knowledge, no proceeding by the SEC for that purpose is pending; the Registration Statement and the Final Prospectus, including any further amendments or supplements thereto, conform and will conform, as applicable, in all material respects to the requirements of the Securities Act, and the rules and regulations promulgated thereunder, and the Registration Statement does not and will not, as of the applicable effective date as to the Final Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Final Prospectus, including any amendment or supplement thereto, will not and does not, as applicable, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, provided, however, that this representation, warranty and covenant shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to AG by the Banks expressly for use therein;

7.2.2 

Form F-6 and Deposit Agreement: A registration statement on Form F-6 (File No. 333-14066), as amended on December 12, 2002, in respect of the ADSs has been filed with the SEC; such registration statement in the form heretofore delivered to the Banks has been declared effective by the SEC in such form; no stop order suspending the effectiveness of such registration statement is in effect and, to AG's knowledge, no proceeding by the SEC for that purpose is pending; such registration statement when it became effective conformed, and any further amendment thereto, when it becomes effective or is filed with the SEC, as the case may be, will conform, in all material respects to the requirements of the Securities Act and the rules and regulations promulgated thereunder, and did not, as of the applicable effective date, contain an untrue statement of material fact or omit to state a material fact

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7.2.3 

Investment Company and PFIC: AG is not required to register as an "investment company" under, and as such term is defined in, the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"); AngloGold Limited was not a "passive foreign investment company" (a "PFIC") within the meaning of Section 1297 of the U.S. Internal Revenue Code of 1986, as amended, for the taxable year ending 31 December 2003;

7.2.4 

Incorporation and Qualification: AG is duly incorporated as a public company with limited liability, and validly existing under the laws of the Republic of South Africa, is not in bankruptcy, liquidation, receivership or under judicial management (and no order or resolution therefore has been presented and no notice of appointment of any liquidator, receiver, administrative receiver, administrator or judicial manager has been given) and has full power and authority under its memorandum and articles of association and otherwise to own its assets and conduct its business;

7.2.5 

Capitalisation: AG has the authorised and issued share capital to be set forth or as set forth, or to be incorporated, or incorporated, by reference, as applicable, in the Final Prospectus; all shares in issue in the capital of AG are fully paid; the shares in issue in the capital of AG and the ADSs conform as to legal matters in all material respects to the description thereof to be incorporated or incorporated, as applicable, by reference in the Final Prospectus;

7.2.6 

Validity of Contracts and Corporate Power: This Agreement has been duly executed and delivered by AG and constitutes valid, legally binding and enforceable obligations of AG, and AG has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder and AG has authorised the same by all corporate or other action(s) required;

7.2.7 

Listing: The Placing Shares are duly admitted to trading by the Exchange, are freely tradeable on the Exchange, insofar as the rules of the Exchange are concerned, and are in dematerialised form in the STRATE System and the ADSs are duly admitted to trading on the New York Stock Exchange and are freely tradeable on the New York Stock Exchange, insofar as the rules of the New York Stock Exchange are concerned;

7.2.8 

Compliance: The execution and delivery by AG of this Agreement, the carrying out by AG of its obligations under this Agreement and compliance by

14

7.2.9 

Consents: No consent, approval, authorisation, order, clearance, filing or registration is required, in each case by a court or government agency, for the carrying out by AG of its obligations under this Agreement or the compliance by AG with the terms hereof, except for such consents, approvals, authorisations, orders, clearances, filings or registrations (A) as have been obtained or made prior to the date of this Agreement, or (B) as may be required by the laws of or any governmental agency in any jurisdiction outside the Republic of South Africa and the United States in connection with equity offerings generally;

7.2.10 

Stabilisation: Neither AG nor any of its consolidated subsidiaries, nor any person acting on its or their behalf (other than the Banks and any of their Affiliates, as to whom AG makes no representation) has taken or will take, directly or indirectly, any action designed to cause or to result in, or that has constituted or which would reasonably be expected to cause or result in, the stabilisation or manipulation of the price of any security, in each case in violation of applicable laws, to facilitate the sale or resale of the Placing Shares;

7.2.11 

Material Adverse Effect: Neither AG nor the Group has sustained, since 31 December 2003, any material adverse change in its condition, financial or otherwise, or in its earnings, business affairs or business prospects whether or not arising in the ordinary course of business (a "Material Adverse Effect"), other than as set forth or incorporated by reference in the Final Prospectus;

7.2.12 Financial Statements:

(A)

(B)

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(C)

7.2.13 

Environmental Laws: Each of AG and the Group are (i) in compliance with any and all applicable laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("Environmental Laws"); (ii) have received and are in compliance with all governmental permits, licences or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (iii) have not received written notice of any actual or potential liability under any environmental law, except where such non- compliance with Environmental Laws, failure to receive required permits, licences or other approvals, or liability would not, individually or in the aggregate, have a Material Adverse Effect and except as set forth or incorporated by reference in the Final Prospectus;

7.2.14 

Amendments and Supplements: No later than 15 days after the Share Settlement Closing Date, the Banks shall provide written notice to AG to the extent that, as of the date of the notice, the Banks have failed to procure the purchase by Placees of any Placing Shares or ADSs representing Placing Shares in accordance with Section 2 of this Agreement. To the extent AG receives such notice, and if at any time during the 90 days following the Share Settlement Closing Date, any event occurs as a result of which the Final Prospectus, each as then amended or supplemented, would include any untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading, or if it should be necessary to amend or supplement the Final Prospectus to comply with applicable law, AG will promptly (x) notify the Banks of any such event; (y) subject to the prior consent of the Banks, prepare an amendment or supplement that will correct such statement or omission or effect such compliance; and (z) supply any supplemented or amended Final Prospectus to the Banks and counsel to the Banks without charge in such quantities as they may reasonably request.

7.3

16

7.4

7.5

The Company and AG each undertake to each of the Banks that:

7.5.1 

it shall use its reasonable endeavours not to cause or permit to occur prior to each of ADS Settlement and Share Settlement any event or matter which if it had occurred before the date hereof would have rendered any of the representations and warranties given by it in this Clause 7 untrue, inaccurate or misleading to an extent which would be material in the context of the Placing; and

7.5.2 

it will not take any action between the date of this Agreement and the date falling 30 days after the later of the Share Settlement Closing Date and the ADS Settlement Closing Date without the prior written consent of the Banks which would cause any of the Placing Shares to be disabled in the STRATE System or rematerialised.

7.6

7.6.1 

a certified extract of the minutes of the meeting of the board of directors of the Company (or a duly authorised committee thereof) approving and authorising the execution by the Company of this Agreement, the Terms of Sale and the transfer of the Placing Shares in accordance with the terms of this Agreement and the making of the Initial Announcement and the Final Announcement in accordance with this Agreement; and

7.6.2 

a copy of each of the Initial Announcement and the Final Announcement, signed for the purpose of identification by a director of the Company or other person duly authorised to do so as stated in the minutes.

7.7

The Company undertakes to the Banks that it will, at its expense:

7.7.1 

use all reasonable endeavours to procure that each of the Conditions in Clause 4 (other than those in Clause 4.1.3 (to the extent such Conditions do not relate to the Company) and Clauses 4.1.5, 4.1.6, 4.1.8, 4.1.9 and 4.1.10) is satisfied at or before the time and date specified for its fulfilment in that clause; and

7.7.2 

execute and/or provide or procure to be executed or provided all such documents and to do all such other acts and things as the Banks may request in order to cause the Placees to receive the right, title and interest to and in the Placing Shares and/or ADSs (as the case may be) pursuant to the Placing and to enable the provisions of this Agreement to be carried out by the Company and given full force and effect.

17

8.1

18

8.2

8.3

8.4

19

8.5

8.6

9.1

9.1.1 

any statement contained in the Initial Announcement or the Final Announcement has become or been discovered to be untrue, incorrect or misleading; or

9.1.2 

matters have arisen or have been discovered which would, if the Initial Announcement or Final Announcement were to be issued at that time, constitute an omission therefrom; or

9.1.3   a Specified Event has occurred; or

9.1.4 

there has been a breach by the Company or AG of any other provision of this Agreement; or

9.1.5 

any of the conditions in Clause 4 shall have ceased to be capable of being satisfied; or

9.1.6 

there shall have been an adverse change which, in the opinion of either Bank, is material in the context of the Placing (whether or not foreseeable at the date of this Agreement) in or any development reasonably likely to involve a prospective material adverse change in or affecting the condition (financial or other), business prospects, earnings, business affairs, properties or results of AG (or any member of its group), whether or not arising in the ordinary course of business; or

9.1.7    trading in the securities of AG has been suspended or materially limited by the

Exchange, the London Stock Exchange or the New York Stock Exchange or if

20

9.1.8 

a moratorium on banking activities shall have been declared by the United Kingdom, the United States, the Republic of South Africa or the New York authorities; or

9.1.9 

there shall have occurred any act of terrorism, outbreak of hostilities or escalation thereof, any other calamity or crisis or any material adverse change in national or international financial, monetary, economic, political or market conditions or currency exchange rates or controls which, in the reasonable opinion of either Bank, would have a material effect on or which would make it impracticable to proceed with the Placing or to ADS Settlement or Share Settlement; or

9.1.10 

the Terms of Sale are not executed by the Company and the Banks within one week of the date of this Agreement,

9.2

Where this Clause applies, either of the Banks may in its absolute discretion:

9.2.1 

allow the Placing and sale of the Placing Shares and/or ADSs (as the case may be) to proceed on the basis of the Initial Announcement and the Final Announcement subject, if such Bank so requests, to the publication of a further announcement and any additional requirements; or

9.2.2 

give notice to the Company and the other Bank (at the same time as the notice pursuant to Clause 9.1 or at any time thereafter, but not later than ADS Settlement or Share Settlement) to the effect that this Agreement shall terminate and cease to have any effect.

9.3

9.3.1 

such termination shall be without prejudice to any accrued rights or obligations under this Agreement;

9.3.2 the Company shall pay the expenses to the extent specified in Clause 5.5; and

9.3.3 the provisions of Clauses 1, 5, 8, 9, 11, 12 and 13 shall remain in full force and

effect.

9.4

21

10.1 

If one of the Banks shall fail to place any of the Placing Shares agreed to be placed by such Bank pursuant to this Agreement and the Terms of Sale and such failure to place shall constitute a default in the performance of its obligations under this Agreement, the obligations of the other Bank shall terminate.

11.1 

Successors: The obligations of the parties to this Agreement shall be binding respectively on their successors.

11.2 

Release, compromise etc.: Any liability of a party under this Agreement may in whole or in part be released, compounded or compromised and time or indulgence may be given by the party to whom the liability is owing in its absolute discretion as regards any person under such liability without in any way prejudicing or affecting such party's rights against any other person under the same or a similar liability, whether joint and several or otherwise.

11.3 

Delay and waiver: Subject to the provisions of the Limitation Act 1980, no failure of any party to exercise, and no delay by it in exercising, any right, power or remedy in connection with this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any such right preclude any other or further exercise of such right or the exercise of any other right. The rights provided in this Agreement are cumulative and not exclusive of any other rights (whether provided by law or otherwise). Any express waiver of any breach of this Agreement shall not be deemed a waiver of any subsequent breach.

11.4 

No agency: Each of the parties hereto acknowledges that the representations, warranties and undertakings contained in or given pursuant to Clause 7 and, subject to Clause 11.11, the indemnities contained in Clause 8 are given to each Bank for itself and not to it as agent of, trustee for or otherwise for the benefit of any other person including (without limitation) any person who may purchase any of the Placing Shares and/or ADSs (as the case may be).

11.5 

Time of the essence: Time shall be of the essence of this Agreement, both as regards any dates, times or periods mentioned and as regards any dates, times or periods which may be substituted for them in accordance with this Agreement or by agreement in writing between the parties.

11.6 

Counterparts: This Agreement may be entered into in any number of counterpartsand by the parties to it on separate counterparts, each of which when so executed and delivered shall be an original, but all the counterparts shall together constitute one and the same instrument.

11.7 

Whole agreement: This Agreement contains the whole agreement between the parties relating to the subject matter of this Agreement at the date hereof to the exclusion of any terms implied by law which may be excluded by contract and each party hereto acknowledges that it has not been induced to enter into this Agreement by any representation, warranty or undertaking not expressly incorporated into it.

11.8 

Variation: No variation of this Agreement shall be effective unless in writing and signed by or on behalf of each of the parties.

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11.9 

Illegality etc.: If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, under any enactment or rule of law, such provision or part shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the remainder of this Agreement shall not be affected.

11.10 

Sums payable: Save for any commissions which may be deducted in accordance with Clause 5, all sums payable to any party (the "payee") under this Agreement shall be paid free and clear of all deductions or withholdings unless the deduction or withholding is required by law, in which event the paying party shall increase the sum payable to such amount as will ensure that the net amount received by the payee will equal the full amount which would have been received had no such deduction or withholding been required to be made. If the paying party makes such an increased payment and the payee subsequently obtains a refund of taxation or credit against taxation by reason of that payment, the payee shall reimburse the paying party as soon as reasonably practicable with an amount such as the payee shall determine to be such proportion of the said refund or credit as shall leave the payee after such reimbursement in no better or worse position (having regard to the time value of money) than it would have been in had the paying party not been required to make such increased payment to the payee.

11.11 

Third Party Rights: Each indemnified party under Clause 8 will have the right under the Contracts (Rights of Third Parties) Act 1999 (the "Act") (which will apply to Clause 8) to enforce its rights against the relevant indemnifying party under Clause 8, provided that, save to the extent notified to the relevant indemnifying party in writing by either of the Banks or the Company, as the case may be, in relation to any indemnified party connected with it, the relevant Bank or the Company, as the case may be, will have sole conduct of any action on behalf of each such indemnified party connected to it.

12.1 

Any notice, claim, demand or other communication in connection with this Agreement shall be in writing and shall be sufficiently given if delivered or sent:

In the case of the Company to:

Fax:

020 7201 6100

Attention:        Finance

Director

In the case of AG to:

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Fax:

+27 11 637 6677

Attention:        Company

Secretary

In the case of J.P. Morgan Securities Ltd. to:

Fax:

+44 (0) 207 325 8168

Attention:

Equity Capital Markets Syndicate

In the case of Cazenove to:

Fax:

+44 (0) 207 155 9088

Attention:        Alasdair

McKerrell

12.2 

Any such notice or other communication shall be delivered by hand or sent by fax or pre-paid first class post. If sent by fax such notice or communication shall conclusively be deemed to have been given or served at the time of despatch upon generation of transmission confirmation. If sent by post such notice of communication shall conclusively be deemed to have been received 48 hours from the time of posting.

12.3 

Any notice given by either of the Banks under Clauses 9.1 or 9.2 may also be given by any director of such Bank to any director of the Company either personally or by telephone (to be confirmed forthwith in writing) and shall have immediate effect.

12.4 

Any party may notify the other parties to this Agreement of a change of its name, relevant addressee, address or fax number for the purposes of Clause 12.1 provided that such notification shall only be effective on:

12.4.1 the date specified in the notification as the date on which the change is to take

place; or

12.4.2 

if no date is specified or the date specified is less than five Business Days after the date on which notice is given, the date falling five Business Days after notice of any such change has been given.

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13.1 

This Agreement and the documents to be entered into pursuant to it shall be governed by and construed in accordance with English law, save for the transfers under Clause 3, which shall be governed by South African law to the extent applicable.

13.2 

All the parties irrevocably agree that the courts of England are to have non-exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and that accordingly any proceedings arising out of or in connection with this Agreement shall be brought in such courts. AG agrees to appoint, and by the Share Settlement Closing Date shall have appointed, St. James's Corporate Services Limited, 6 St. James's Place, London SW1A 1AP, as its authorised agent for service of process in England in relation to legal action or proceedings arising out of or in connection with this Agreement.

13.3 

In the event that any legal suit, action or proceeding is instituted in any state or federal court located in the Borough of Manhattan, The City of New York, New York, against any of the parties to this Agreement by an entity which is neither party to this Agreement nor an affiliate of any party to this Agreement and such legal suit, action or proceeding arises out of or is based upon this Agreement or the transactions contemplated hereby, each of the parties hereto (i) waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding and (ii) submits to the jurisdiction of such court in any such suit, action or proceeding. The Company and AG each agree to appoint, and by the Share Settlement Closing Date shall have appointed, U.S. authorised agents upon whom process may be served in any such action and each expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Company and AG each shall procure that their respective agents agree to act as the agent for service of process and the Company and AG each agree to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointments in full force and effect. Service of process upon such agents and written notice of such service to the Company or AG, as applicable, in connection with such legal suits, actions or proceedings shall be deemed, in every respect, effective service of process upon the Company or AG, as applicable.

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