Form 6-K ANGLOGOLD ASHANTI LTD For: May 10

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May 10, 2016 7:21 AM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

THE SECURITIES EXCHANGE ACT OF 1934

Report on Form 6-K dated 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)

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

Form 20-F X Form 40-F

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

Yes

No X

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

Yes

No X

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

Yes

No X

Enclosure: Press release:

Amendment of Memorandum of Incorporation (“MOI”) of AngloGold

Ashanti Limited.

COMPANIES ACT, 2008

MEMORANDUM OF INCORPORATION

OF A PROFIT COMPANY

(PUBLIC COMPANY)

NAME OF COMPANY:

ANGLOGOLD ASHANTI LIMITED

(“Company”)

REGISTRATION NUMBER:

1944/017354/06

This Memorandum of Incorporation was adopted by Special Resolution passed by
shareholders on 27 March 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.

Page 2

This Memorandum of Incorporation was amended by a Special Resolution passed at the
Annual General Meeting of shareholders held on 14 May 2014 by:

· Substituting Clause 5.4 with a new clause.

· Inserting the words “as a special resolution” at the end of clause 6.8.3.

· Introducing a new Clause 6.15.

· Substituting Clause 7.5 with a new clause.

The Special Resolution was Filed with the Companies and Intellectual Property Commission
on 16 May 2014 and the changes became effective on this date.

This Memorandum of Incorporation was amended by a Special Resolution passed at the
Annual General Meeting of Shareholders held on 6 May 2015 by:

· Cancelling the 4,820,000 E Ordinary shares of 25 cents each in their entirety as per

Schedule 1 of the Memorandum of Incorporation

· Deleting clause 10 of the Memorandum of Incorporation that attaches the rights to

the E Ordinary shares in the authorised share capital of the company in its entirety.

· Deletion of the reference to the E Ordinary shares in clause 4.12.

The Special Resolution was Filed with the Companies and Intellectual Property Commission
on 6 May 2015 and the changes became effective on this date.

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.

Page 3

INDEX

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

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

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

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

887

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

121210

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

131311

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

171715

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

272725

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

343431

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

474739

Page 4

INTRODUCTION

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

1.1.11.1.19.3.3

, 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.

INTERPRETATION

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:

Item
10.2(a) of
Schedule
10

Page 5

2.5.1

“the Act”

the Companies Act, 2008, together with the
Companies Regulations, 2011, as amended
or substituted from time to time;

2.5.2

“Business Day”

a day on which banks are ordinarily open for
business in both London and Johannesburg,
excluding Saturdays, Sundays and official
public or bank holidays in the United
Kingdom or South Africa;

2.5.3

“Chairman”

the chairman of the directors appointed in
accordance with

7.77.77.7

;

2.5.4

“CSDP”

Central Securities Depository Participant,
being a ‘participant’ as defined in section 1
of the Securities Services Act, 2004, as
amended or substituted from time to time,
and appointed by individual shareholders for
the purposes of, and in regard to,
dematerialization in terms of such act;

2.5.5

“Group”

the Company and its subsidiaries from time
to time and “a member of the Group” means
any one of them;

2.5.6

“JSE”

means the JSE Limited, registration number
2005/022939/06, or any other successor
body licensed as an exchange under the
Securities Services Act, 2004, as amended
or substituted from time to time;

2.5.7

“Ordinary
Shareholder”

a holder of Ordinary Shares;

2.5.8

“Ordinary Shares”

ordinary shares of 25 cents each in the
capital of the Company;

2.5.9

“Listings
Requirements”

the Listings Requirements of the JSE, as
amended or substituted from time to time;

2.5.10

“this Memorandum”

this Memorandum of Incorporation and
includes its Schedule, which forms part of it;
and

2.5.11

“month”

calendar month;

2.5.12

“year”

calendar year.

Formatte

Page 6

GENERAL

3.1

Liability of incorporators, shareholders or directors

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

Powers of the Company

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

Memorandum of Incorporation and rules

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

Financial assistance to related persons

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

Solvency and liquidity test

This Memorandum does not alter the application of the solvency and liquidity
test provided in section 4 of the Act.

Item 10.4 of
Schedule
10

Page 7

Page 8

SECURITIES OF THE COMPANY

4.1

Pari Passu

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

4.2

Authorisation for shares

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

4.2.14.2.14.2.1

, 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,

Items 10.1
and 10.9(a)
of Schedule
10

Items
10.2(a) of
Schedule
10

Items
10.5(d) of
Schedule
10

Item 10.5(a)
of Schedule
10

Page 9

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

4.3

Financial assistance for the subscription or purchase of securities or
options

This Memorandum does not limit, restrict or qualify the authority of the board
to authorise the Company to provide financial assistance to any person for
the purpose of, or in connection with, the subscription of any option, or any
securities, issued or to be issued by the Company or a related or inter-related
company, or for the purchase of any securities of the Company or any related
or inter-related company, in accordance with the Act.

4.4

Capitalisation shares

Subject to 4.2.1, this Memorandum does not limit, restrict or qualify the
authority of the board, in terms of section 47 of the Act, to:

4.4.1

approve the issue of any authorised shares of the Company as
capitalisation shares, on a pro rata basis to the shareholders of one or
more classes of shares;

4.4.2

approve the issue of shares of one class as capitalisation shares in
respect of shares of another class; or

4.4.3

permit shareholders to elect to receive a cash payment in lieu of a
capitalisation share, at a value determined by the board.

4.5

Company or subsidiary acquiring Company’s shares and distributions

Any acquisition by the Company or a subsidiary company of the Company’s
shares and any distribution to shareholders will be subject to the provisions of
the Act and the Listings Requirements.

4.6

Debt instruments

This Memorandum does not limit, restrict or qualify the authority of the board
to authorise the Company to issue secured or unsecured debt instruments,
provided that the board may not grant special privileges regarding the
attending and voting at general meetings of the Company or the appointment
of directors in respect of such debt instruments.

Item
10.9(c) of
Schedule
10

Item
10.9(b) of
Schedule
10

Item 10.10
of Schedule
10

Item 10.6 of
Schedule
10

Item 10.7
of
Schedule
10

Item 10.8 of
Schedule
10

Page 10

4.7

Registration of beneficial interests

This Memorandum does not limit or restrict the holding of the Company’s
issued securities by, or the registration of the Company’s issued securities in
the name of, one person for the beneficial interest of another.

4.8

Commission

The Company may pay commission to any person in consideration of such
person subscribing or agreeing to subscribe for any shares of the Company
or of such person procuring or agreeing to procure subscriptions for shares,
provided that such commission shall be subject to any limitations in the Act or
the Listings Requirements.

4.9

Authority to sign transfer deeds

All authorities to sign transfer deeds granted by holders of shares for the
purpose of transferring shares that may be lodged, produced or exhibited with
or to the Company at any of its transfer offices shall, as between the
Company and the grantor of such authorities, be taken and deemed to
continue and remain in full force and effect, and the Company may allow the
same to be acted upon until such time as express notice in writing of the
revocation of the same shall have been given and lodged at the Company’s
transfer offices at which the authority was lodged, produced or exhibited.
Even after the giving and lodging of such notices, the Company shall be
entitled to give effect to any instruments signed under the authority to sign,
and certified by any officer of the Company, as being in order before the
giving and lodging of such notice.

4.10

Fully paid up shares not subject to lien

Fully paid shares shall not be subject to any lien in favour of the Company
and shall be freely transferable.

4.11

Securities registered in the name of a deceased or insolvent holder

No securities registered in the name of a deceased or insolvent holder shall
be forfeited if the executor fails to register them in his own name or in the
name of the heir(s) or legatees when called upon by the directors to do so.

4.12

Limitation of voting rights

The holders of any securities other than Ordinary Shares shall not be entitled
to vote on any resolution taken by the company save as expressly provided

Item 10.14
of Schedule
10

Item
10.2(b) of
Schedule
10

Item 10.12
of
Schedule
10

Item 10.13
of
Schedule
10

Items
10.5(c)
and
10.5(h) of
Schedule
10

Page 11

for in this Memorandum. For so long as this is required by the Listings
Requirements, in instances that such shareholders are allowed to vote at
general or annual general meetings, their votes may not carry any special
rights or privileges and they shall be entitled to one vote for each share that
they hold, provided their total voting right at a 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

Defaced, lost or destroyed certificates

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

Joint holders of securities

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

Refusal to register transfer

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

Renunciation of allotment

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.

Page 12

SHAREHOLDER RIGHTS AND PROXY FORMS

5.1

Information rights of persons holding a beneficial interest

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

Representation by concurrent proxies

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

Authority of proxy to delegate

A proxy is prohibited from delegating that proxy’s authority to act on behalf of
the shareholder appointing him to another person.

5.4

Requirement to deliver proxy instrument to the Company

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

Proxy without direction

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.

Page 13

5.6

Record date for exercise of shareholder rights

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

5.7

Creation or issue of further shares

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.

SHAREHOLDERS MEETINGS

6.1

Convening of shareholders’ meetings

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

6.2

Shareholders’ right to requisition a meeting

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

Location of shareholders meetings

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

Notice of shareholders meetings

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.

Item 10.15
of Schedule
10

Item
10.11(e)
of
Schedule
10

Items
10.11(a)
and (b) of
Schedule
10

Page 14

6.5

Shareholders meetings conducted by electronic communication

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

Quorum for shareholders meetings

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

Adjournment of shareholders meetings

This Memorandum does not provide different maximum periods for
adjournment than those specified in section 64(12) of the Act.

6.8

Shareholders’ resolutions

6.8.1

This Memorandum does not require a higher percentage of voting

Item
10.11(h) of
Schedule
10

Page 15

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 be approved by such increased
majority as a special resolution.

6.9

Shareholders meetings in terms of the Listings Requirements

Shareholders meetings that are called for the purpose of passing any
resolution required in terms of the Listings Requirements may not be held by
means of a written resolution as provided for in section 60 of the Act, unless
permitted by the Listings Requirements.

6.10

Notice of shareholders meetings to the JSE

6.10.1

A copy of all notices of shareholders meetings must be sent to the
JSE at the same time as notices are sent to shareholders if required in
terms of the Listings Requirements.

6.10.2

All notices of shareholders meetings must also be announced through
the official news service of the JSE at the same time as notices are
sent to shareholders or as soon thereafter as is practicable.

Item
10.11(c) of
Schedule
10

Item
10.11(f) of
Schedule
10

Item
10.11(a) of
Schedule
10

Page 16

6.11

Ratification of ultra vires acts

Any resolution for the ratification of any action by the Company or the
directors contemplated by section 20(2) of the Act shall be prohibited if such
ratification is of an action which is contrary to the Listings Requirements,
unless otherwise agreed with the JSE.

6.12

Scrutineers

The chairman of a meeting may appoint any one or more firms or persons to
act as scrutineer for the purpose of checking forms of proxy deposited for use
and for counting the votes at such meeting and he may thereafter act on a
certificate given by any such scrutineer without requiring production at the
meeting of the forms of proxy or the chairman counting the votes.

6.13

Error in counting votes

If any votes shall be counted which ought not to have been counted or might
have been rejected or if any votes shall not be counted which ought to have
been counted the error shall not vitiate the resolution unless it be pointed out
at the meeting and not in that case unless it shall, in the opinion of the
chairman of the meeting, be of sufficient magnitude to vitiate the resolution.
No objection shall be raised to the 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

Votes of joint registered shareholders

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

Voting by hand or by poll

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

Item 10.3
of
Schedule
10

Page 17

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.”

DIRECTORS AND OFFICERS

7.1

Composition of the board of directors

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

Item
10.16(a) of
Schedule
10

Item
10.16(b) of
Schedule
10

Item
10.16(b)
and
10.16(c) of
Schedule
10

Page 18

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.

Item
10.16(g) of
Schedule
10

Page 19

7.2

Vacancies

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

Authority of the board of directors

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

Directors compensation and financial assistance to directors

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.

Item
10.16(d) of
Schedule
10

Item
10.16(c) of
Schedule
10

Page 20

7.5

Other remuneration of directors

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

Indemnification of directors

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:

Item
10.16(f)
of
Schedule
10

Page 21

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.

7.6.4.3

“Relevant Officer” means a director, former director, alternate
director, prescribed officer or secretary of the Company or of a
member of the Group or any member of any committee of the
board or the audit committee, irrespective of whether or not the
person is also a member of the Company’s board.

7.6.5 Insurance

7.6.5.1

Without prejudice to 7.6.4, subject to the provisions of the Act,
the directors shall have power to purchase and maintain
insurance at the expense of the Company for or for the benefit
of:

7.6.5.1.1

any person who is or was at any time a director or
secretary of any Relevant Company (as defined in
7.6.5.2); or

7.6.5.1.2

any person who is or was at any time a trustee of any
pension fund or employees’ share scheme in which
employees of any Relevant Company are interested,

including insurance against any liability (including all costs,
charges, losses and expenses in relation to such liability)
incurred by or attaching to him in relation to anything done or
alleged to have been done or omitted to be done regarding his
duties, powers or offices in relation to any Relevant Company,
or any such pension fund or employees’ share scheme

7.6.5.2 For

the

purpose

7.6.5, “Relevant Company” shall mean:

Page 22

7.6.5.2.1 the

Company;

7.6.5.2.2

any holding company of the Company;

7.6.5.2.3

any other body, whether or not incorporated, in which
the Company or such holding company or any of the
predecessors of the Company or of such holding
company has or had any interest whether direct or
indirect or which is in any way allied to or associated
with the Company; or

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

may provide a Relevant Officer with funds to meet
expenditure incurred or to be incurred by him in:

(i)

defending any criminal or civil proceedings in
connection with any negligence, default,
breach of duty or breach of trust by him in
relation to the Company; or

(ii)

in connection with any application for relief
under the provisions of the Companies Act;
and

7.6.6.1.2

may do anything to enable any such Relevant Officer to
avoid incurring such expenditure.

7.6.6.2

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

7.6.6.2.1

may provide a Relevant Officer with funds to meet
expenditure incurred or to be incurred by him in
defending himself in an investigation by a regulatory
authority or against action proposed to be taken by a
regulatory authority in connection with any alleged
negligence, default, breach of duty or breach of trust by
him in relation to the Company; and

Page 23

7.6.6.2.2

may do anything to enable any such director or officer
to avoid incurring such expenditure.

7.6.6.3

7.7

Chairman

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

Directors’ meetings

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.

Item
10.16(i) of
Schedule
10

Item
10.16(j) of
Schedule
10

Page 24

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 meeting, as set out in section 73(5) of the Act, are
not varied by this Memorandum.

7.8.7

Subject to the Listings Requirements, in the case of an equality of
votes at any meeting of the directors, the Chairman shall have a
second or casting vote.

7.9

Committees of the board

7.9.1

This Memorandum does not limit, restrict or qualify the authority of the
board to appoint any number of committees of directors, or to delegate
to any such committee any of the authority of the board.

7.9.2

Except to the extent that a board resolution establishing a committee
provides otherwise, the members of the committee:

7.9.2.1

may include persons who are not directors of the Company but
any such person must not be ineligible or disqualified to be a
director in terms of section 69 of the Act. Any such persons
shall not have a vote on any matter to be decided by the
committee;

7.9.2.2

may consult with or receive advice from any person;

7.9.2.3

has the full authority of the board in respect of any matter
referred to it.

7.9.3

The board may from time to time, where it has appointed a committee
in terms of 7.9.1 and 7.9.2 above include in any such delegation the
power to sub-delegate the powers referred to in 7.9.1 and 7.9.2 above
to such person or persons as the Committee thinks fit, subject to such
terms and conditions as the Committee for the time being may think
fit, and may from time to time revoke, withdraw, alter or vary all or any
such powers.

Item
10.16(i) of
Schedule
10

Page 25

7.10

Local boards and managers

7.10.1

The directors may establish any local boards or appoint managers or
agents to manage any of the affairs of the Company, either in South
Africa or elsewhere, and may:

7.10.1.1

appoint any persons to be managers or agents or members of
such local boards, who need not be directors, and may fix their
remuneration, and 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

Appointment of attorney

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.

Page 26

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

Director may be employed in the Company or a subsidiary

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’ travelling and other expenses

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

Termination of office

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

Item
10.16(f) of
Schedule
10

Item
10.16(e) of
Schedule
10

Page 27

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

Defect in appointment of director

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.

GENERAL PROVISIONS

8.1

Amendment of class, preferences, rights, limitations or other terms

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.

Item
10.5(e) of
Schedule
10

Page 28

8.2

Unclaimed amounts and payments of distributions

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.

Item
10.17(c) of
Schedule
10

Page 29

8.2.38.2.2

The Company may cease to send any cheque or other means of
payment by post or to employ other means of payment for any
distribution if:

8.2.3.18.2.2.1

in respect of at least two consecutive distributions payable on
those shares the cheque, warrant, order or similar financial
instrument has been returned undelivered or remains
uncashed; or

8.2.3.28.2.2.2

following one distribution, the distribution payable on those
shares, the cheques, warrants or similar financial instruments
have been returned undelivered or remain uncashed during
the period for which the same are valid, payment by other
methods has failed and reasonable enquiries have failed to
establish any new postal address or account to be used for the
purpose,

but, subject to the provisions of this Memorandum, shall recommence
sending cheques, warrants, orders or similar financial instruments in
respect of the distributions payable on those shares if the holder of or
person entitled to them claims the arrears of distribution and does not
instruct the Company to pay future distributions in some other way.

8.2.48.2.3

The payment by the Directors of any unclaimed distribution or other
sum payable on or in respect of a share into a separate account shall
not constitute the Company a trustee in respect of that amount.

8.2.58.2.4

Any distribution, interest or other sum payable in cash to the holder of
a security may be paid by cheque or warrant sent through the post
addressed to the holder at his registered address or, in the case of
joint holders, addressed to the holder whose name stands first on the
register in respect of the share at his registered address, or addressed
to such person and at such address as the holder or joint holders may
in writing direct, or by electronic transfer into the bank account
nominated by the holder, or in the case of joint holders, into the bank
account nominated by the holder whose name stands first in the
register in respect of the shares. Every such cheque or warrant shall,
unless the holder or joint holders otherwise direct, be made payable to
the order of the person to whom it is addressed and shall be sent at
the risk of the holder or joint holders. Every such electronic transfer
shall be made at the risk of the holder or joint holders. The Company
shall not be responsible for the loss in transmission of any cheque or
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.

Page 30

8.2.68.2.5

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.

8.2.78.2.6

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.

8.2.88.2.7

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

Odd lot offer

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

Independent external auditors

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.

Page 31

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

Notices to joint holders

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

Notices to legally incapacitated holder

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

Waiver by stock exchange

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.

Page 32

8.9

Transmission of shares

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,

upon supplying to the Company such evidence as the directors
may reasonably require to show his title to the share.

Page 33

8.9.2.2

Where the entitlement of a person to a share in consequence
of the death or bankruptcy of a member or of any other event
giving rise to its transmission by operation of law is proved to
the satisfaction of the directors, the directors shall, within 60
days after proof, cause the entitlement of that person to be
noted in the register. All the limitations, restrictions and
provisions of this Memorandum relating to the right to transfer
and the registration of transfers of shares shall apply to any
such notice or transfer as if the notice or transfer were a
transfer made by the shareholder registered as the holder of
any such share.

8.9.3

Rights of persons entitled by transmission

8.9.3.1

A person becoming entitled to a share in consequence of the
death or bankruptcy of a shareholder or otherwise by operation
of law:

8.9.3.1.1 subject

to 8.9.3.1.2,

shall be entitled to the same

distributions and other advantages as a registered
holder of the share upon supplying to the Company
such evidence as the directors may reasonably require
to show his title to the share; and

8.9.3.1.2

shall not be entitled to exercise any right in respect of
the share in relation to general meetings until he has
been registered as a shareholder in respect of the
share.

8.9.3.2

A person entitled to a share who has elected for that share to
be transferred to some other person pursuant to 8.9.2 shall
cease to be entitled to any rights or advantages in relation to
such share upon that other person being registered as the
holder of that share.

8.9.3.3

The directors may at any time give notice requiring any person
becoming entitled to a share in consequence of the death or
bankruptcy of a shareholder or otherwise by operation of law to
elect either to be registered himself or to transfer the share. If
the notice is not complied with within 60 days the directors may
thereafter withhold payment of all distributions and other
moneys payable in respect of such share until the
requirements of the notice have been complied with.

Page 34

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

Fractions arising on consolidation, subdivision or otherwise

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 ATTACHING TO PREFERENCE SHARES

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.

Rights, privileges, restrictions and other conditions applicable to the A redeemable
preference shares of 50 cents each and B redeemable preference shares of 1 cent
each 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.

Page 35

9.1

Rights attaching to A preference shares

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 Limited as fully paid.

9.1.1.2

The A preference shares shall rank pari passu with each other
and except as provided for in this 9 shall rank pari passu with
the B redeemable preference shares of 1 cent each (“the B
preference shares”) and the C redeemable preference shares
of no par value (“the C preference shares”).

9.1.1.3

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

9.1.1.3.1

after payment in full of the annual dividend on the B
preference shares and the C preference shares, the
right to an annual dividend 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, but shall confer no right
to any dividend payment from any other profits of the
Company;

9.1.1.3.2 to

receive

on redemption:

9.1.1.3.2.1

the nominal value of the said A preference
shares;

9.1.1.3.2.2

a premium per share of an amount equal to
the net proceeds available from the disposal
of the assets relating to the Moab Lease
Area, after redemption in full of the B
preference shares and the C preference
shares, and payment of the nominal value of
the A preference shares, divided by 2 000
000. Any amount transferred to the share
premium account of the Company pursuant to
section 76(2) of the Companies Act, 1973,
consequent upon the issue of such shares
may be used to provide for any premium on
the redemption of the shares;

Page 36

9.1.1.3.3

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;

9.1.1.3.4

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

9.1.1.4

Subject to 4.12, the A preference shares shall confer on the
holder thereof the right to receive notice of, and to attend, any
meeting of the Company and to vote thereat and on a poll shall
entitle the holder to one vote for each A preference share held
provided that at every general meeting of the Company at
which the holders of the Ordinary Shares, the A preference
shares, the B preference shares and the C preference shares
are present and entitled to vote, on a poll the holder of the A
preference shares shall be entitled to 50 votes for each A
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.

9.1.1.5

At every separate meeting of the holder of the A 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 A preference shares shall constitute a quorum.

9.1.1.6

The A preference shares shall confer the right, on a winding-up
of the Company, in priority to any payment in respect of the
Ordinary Shares in the capital of the Company then issued, but
after any payment in respect of the B preference shares and
the C preference 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
then available for distribution.

9.1.1.7

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.

Page 37

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:

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

this 9 shall rank pari passu with the B redeemable preference
shares of 1 cent each (“the B preference shares”).

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

annual dividend 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, but shall
confer no right to any dividend payment from any other profits
of the Company;

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

the assets relating to the Moab Lease Area, after redemption in
full of the B preference shares and payment of the nominal
value of the A preference shares, divided by 2 000 000. Any
amount transferred to the share premium account of the
Company pursuant to section 76(2) of the Companies Act,
1973, consequent upon the issue of such shares may be used
to provide for any premium on the redemption of the shares;

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;

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

receive notice of, and to attend, any meeting of the Company
and to vote thereat and on a poll shall entitle the holder to one
vote for each A preference share held provided that at every
general meeting of the Company at which the holders of the

Page 38

Ordinary Shares, the A preference shares and the B preference
shares are present and entitled to vote, on a poll the holder of
the A preference shares shall be entitled to 50 votes for each A
preference share held, the holders of the Ordinary Shares shall
be entitled to 50 votes for each Ordinary Share held and the
holder of the B preference shares shall be entitled to one vote
for each B preference share held.

At every separate meeting of the holder of the A 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 A
preference shares shall constitute a quorum.

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

any payment in respect of the Ordinary Shares in the capital of
the Company then issued, but after any payment in respect of
the B preference 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
then available for distribution.

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

Rights attaching to B preference shares

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

Page 39

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:

9.2.1.3.2.1

the nominal value of the said B preference
shares;

9.2.1.3.2.2

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;

9.2.1.3.3

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;

9.2.1.3.4

the redemption of the B preference shares shall be a
first charge against the net proceeds from the disposal
of the assets relating to the Moab Lease Area following
permanent cessation of mining operations in the Moab
Lease Area, but shall have no right to redemption from
any proceeds otherwise arising.

9.2.1.4

The B preference shares shall confer on the holder thereof the
right to receive notice of, and to attend, any meeting of the
Company provided that:

9.2.1.4.1

the holder of a B preference share shall not be entitled
to vote at such meeting, except:

9.2.1.4.1.1

during any period commencing six months after
the due date for payment of any B preference
share dividend which has been declared and
during which such B preference dividend or any
part of such B preference dividend remains in
arrear and unpaid; or

Page 40

9.2.1.4.1.2

in regard to any resolution proposed which
directly affects any of the rights attached to the
B preference shares or the interests of the
holders of the B preference shares, including a
resolution for the winding-up of the Company or
for the reduction of its capital; or

9.2.1.4.1.3

in regard to any resolution of the Company
proposed for the disposal of the whole or
substantially the whole of the undertaking of the
Company or the whole or the greater part of the
assets of the Company, or the whole or the
greater part of the assets relating to the
operations in the Moab Lease Area;

9.2.1.4.2

subject to 4.12, at every general meeting of the
Company at which the holders of the Ordinary Shares,
the A preference shares, the B preference shares and
the C preference shares are present and entitled to
vote, on a poll the holder of the A preference shares
shall be entitled to 50 votes for each A 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.

Page 41

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

Rights attaching to the C preference shares

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.

9.3.1.3

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

9.3.1.3.1

the right to an annual dividend amounting to the lesser
of 5 per cent of the issue price of the C 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 ranking after
and following payment of any annual dividend payable
to the holder of the B preference shares in terms of
9.2.1.3.1 but shall not be payable from any other profits
of the Company;

9.3.1.3.2

to receive on redemption the aggregate issue price of
the said C preference shares but limited to an amount
equal to the net proceeds available from the disposal of
the assets relating to the Moab Lease Area and only
after the B preference shares have received payment in

Page 42

full in terms of 9.2.1.3.2;

9.3.1.3.3

against payment of the said issue price, such shares
shall be fully redeemed and shall constitute part of the
authorised and unissued share capital of the Company;

9.3.1.3.4

the redemption of the C preference shares shall be a
first charge against the net proceeds from the disposal
of the assets relating to the Moab Lease Area following
permanent cessation of mining operations in the Moab
Lease Area ranking after and following redemption of
the B preference shares in terms of 9.2.1.3.4, but shall
have no right to redemption from any proceeds
otherwise arising.

9.3.1.4

The C preference shares shall confer on the holder thereof the
right to receive notice of, and to attend, any meeting of the
Company provided that:

9.3.1.4.1

the holder of a C preference share shall not be entitled
to vote at such meeting, except:

9.3.1.4.1.1

during any period commencing six months after
the due date for payment of any C preference
share dividend which has been declared and
during which such C preference dividend or any
part of such C preference dividend remains in
arrear and unpaid; or

9.3.1.4.1.2

in regard to any resolution proposed which
directly affects any of the rights attached to the
C preference shares or the interests of the
holders of the C preference shares, including a
resolution for the winding-up of the Company or
for the reduction of its capital; or

9.3.1.4.1.3

9.3.1.4.2

subject to 4.12, at every general meeting of the
Company at which the holders of the Ordinary Shares,
the A preference shares, the B preference shares and

Page 43

the C preference shares are present and entitled to
vote, on a poll the holder of the A preference shares
shall be entitled to 50 votes for each A 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.

9.3.1.5

At every separate meeting of the holder of the C 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 C preference shares shall 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

The following terms shall apply to the A preference shares, the B
preference shares and the C preference shares in the share capital of
the Company:

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

Page 44

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 the A, B and C
preference shares shall be created.

9.4.4

The A preference shares, the B preference shares and the C
preference shares shall be redeemed, but only after cessation of
mining operations in the Moab Lease Area and realisation of the
assets relating to the Moab Lease Area.”

Page 45

9.2.1

The following terms shall apply to the B preference shares in the share
capital of the Company:

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 and are not transferable.

9.2.1.2

The B preference shares shall rank pari passu with each other and
except as provided for in this article shall rank pari passu with the A
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:

9.2.1.3.2.1

the nominal value of the said B preference shares;

9.2.1.3.2.2

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;

9.2.1.3.3

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;

9.2.1.3.4

the redemption of the B preference shares shall be a first charge
against the net proceeds from the disposal of the assets relating to the
Moab Lease Area following permanent cessation of mining operations
in the Moab Lease Area, but shall have no right to redemption from
any proceeds otherwise arising.

9.2.1.4

The B preference shares shall confer on the holder thereof the right to
receive notice of, and to attend, any meeting of the Company provided
that:

9.2.1.4.1

the holder of a B preference share shall not be entitled to vote at such
meeting, except:

9.2.1.4.1.1

during any period commencing six months after the due date for
payment of any B preference share dividend which has been declared
and during which such B preference dividend or any part of such B
preference dividend remains in arrear and unpaid; or

Item
10.5(h) of
Schedule
10

Page 46

9.2.1.4.1.2

in regard to any resolution proposed which directly affects any of the
rights attached to the B preference shares or the interests of the
holders of the B preference shares, including a resolution for the
winding-up of the Company or for the reduction of its capital; or

9.2.1.4.1.3

in regard to any resolution of the Company proposed for the disposal
of the whole or substantially the whole of the undertaking of the
Company or the whole or the greater part of the assets of the
Company, or the whole or the greater part of the assets relating to the
operations in the Moab Lease Area;

9.2.1.4.2

subject to 4.12, at every general meeting of the Company at which the
holders of the Ordinary Shares, the A preference shares and the B
preference shares are present and entitled to vote, on a poll the holder
of the A preference shares shall be entitled to 50 votes for each A
preference share held, the holders of the Ordinary Shares shall be
entitled to 50 votes for each Ordinary Share held and the holder of the
B preference shares shall be entitled to one vote for each B 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
or the A preference 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 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

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

The rights attaching to the A and B preference shares and the
interests of the holders of the A and B 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 and B preference shares.

9.3.2

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

9.3.3

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

Item
10.5(f) of
Schedule
10

Page 47

preference shares or the prior sanction of resolutions at separate
general meetings of the holders of the A and B preference shares
passed in the same manner, mutatis mutandis, as a special resolution:

9.3.3.1

none of the rights attaching to the A or B preference shares may be
modified;

9.3.3.2

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 the A and B preference shares shall be created.

9.3.4

The A preference shares and the B preference shares shall be
redeemed, but only after cessation of mining operations in the Moab
Lease Area and realisation of the assets relating to the Moab Lease
Area.

SCHEDULE 1 – AUTHORISED SHARES

A. Classified shares

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.

2 000 000 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.

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.

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.

Page 48

B. Unclassified shares

None.

Share capital

South African Rands

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

COMPANIES ACT, 2008

MEMORANDUM OF INCORPORATION

OF A PROFIT COMPANY

(PUBLIC COMPANY)

NAME OF COMPANY:

ANGLOGOLD ASHANTI LIMITED

(“Company”)

REGISTRATION NUMBER:

1944/017354/06

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.

Page 2

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.

Page 3

INDEX

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

Page 4

1. INTRODUCTION

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

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.

2. INTERPRETATION

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:

Item
10.2(a) of
Schedule
10

Page 5

2.5.1

“the Act”

the Companies Act, 2008, together with the

Companies Regulations, 2011, as amended

or substituted from time to time;

2.5.2

“Business Day”

a day on which banks are ordinarily open for

business in both London and Johannesburg,

excluding Saturdays, Sundays and official

public or bank holidays in the United

Kingdom or South Africa;

2.5.3

“Chairman”

the chairman of the directors appointed in

accordance with 0;

2.5.4

“CSDP”

Central Securities Depository Participant,

being a ‘participant’ as defined in section 1

of the Securities Services Act, 2004, as

amended or substituted from time to time,

and appointed by individual shareholders for

the purposes of, and in regard to,

dematerialization in terms of such act;

2.5.5

“Group”

the Company and its subsidiaries from time

to time and “a member of the Group” means

any one of them;

2.5.6

“JSE”

means the JSE Limited, registration number

2005/022939/06, or any other successor

body licensed as an exchange under the

Securities Services Act, 2004, as amended

or substituted from time to time;

2.5.7

“Ordinary Shareholder”

a holder of Ordinary Shares;

2.5.8

“Ordinary Shares”

ordinary shares of 25 cents each in the

capital of the Company;

2.5.9

“Listings Requirements”

the Listings Requirements of the JSE, as

amended or substituted from time to time;

2.5.10

“this Memorandum”

this Memorandum of Incorporation and

includes its Schedule, which forms part of it;

and

2.5.11

“month”

calendar month;

2.5.12

“year”

calendar year.

Page 6

3. GENERAL

3.1

Liability of incorporators, shareholders or directors

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

Powers of the Company

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

Memorandum of Incorporation and rules

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

Financial assistance to related persons

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

Solvency and liquidity test

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

provided in section 4 of the Act.

Item 10.4 of
Schedule
10

Page 7

4. SECURITIES OF THE COMPANY

4.1

Pari Passu

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

4.2

Authorisation for shares

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.

Items 10.1
and 10.9(a)
of Schedule
10

Item
10.9(c) of
Schedule
10

Items
10.2(a) of
Schedule
10

Items
10.5(d) of
Schedule
10

Item 10.5(a)
of Schedule
10

Page 8

4.3

Financial assistance for the subscription or purchase of securities or options

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

authorise the Company to provide financial assistance to any person for the purpose

of, or in connection with, the subscription of any option, or any securities, issued or to

be issued by the Company or a related or inter-related company, or for the purchase of

any securities of the Company or any related or inter-related company, in accordance

with the Act.

4.4

Capitalisation shares

Subject to 4.2.1, this Memorandum does not limit, restrict or qualify the authority of the

board, in terms of section 47 of the Act, to:

4.4.1

approve the issue of any authorised shares of the Company as capitalisation

shares, on a pro rata basis to the shareholders of one or more classes of shares;

4.4.2

approve the issue of shares of one class as capitalisation shares in respect of

shares of another class; or

4.4.3

permit shareholders to elect to receive a cash payment in lieu of a capitalisation

share, at a value determined by the board.

4.5

Company or subsidiary acquiring Company’s shares and distributions

Any acquisition by the Company or a subsidiary company of the Company’s shares

and any distribution to shareholders will be subject to the provisions of the Act and the

Listings Requirements.

4.6

Debt instruments

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

authorise the Company to issue secured or unsecured debt instruments, provided that

the board may not grant special privileges regarding the attending and voting at

general meetings of the Company or the appointment of directors in respect of such

debt instruments.

4.7

Registration of beneficial interests

This Memorandum does not limit or restrict the holding of the Company’s issued

securities by, or the registration of the Company’s issued securities in the name of, one

Item
10.9(b) of
Schedule
10

Item 10.10
of Schedule
10

Item 10.6 of
Schedule
10

Item 10.7
of
Schedule
10

Item 10.8 of
Schedule
10

Page 9

person for the beneficial interest of another.

4.8

Commission

The Company may pay commission to any person in consideration of such person

subscribing or agreeing to subscribe for any shares of the Company or of such person

procuring or agreeing to procure subscriptions for shares, provided that such

commission shall be subject to any limitations in the Act or the Listings Requirements.

4.9

Authority to sign transfer deeds

All authorities to sign transfer deeds granted by holders of shares for the purpose of

transferring shares that may be lodged, produced or exhibited with or to the Company

at any of its transfer offices shall, as between the Company and the grantor of such

authorities, be taken and deemed to continue and remain in full force and effect, and

the Company may allow the same to be acted upon until such time as express notice in

writing of the revocation of the same shall have been given and lodged at the

Company’s transfer offices at which the authority was lodged, produced or exhibited.

Even after the giving and lodging of such notices, the Company shall be entitled to give

effect to any instruments signed under the authority to sign, and certified by any officer

of the Company, as being in order before the giving and lodging of such notice.

4.10

Fully paid up shares not subject to lien

Fully paid shares shall not be subject to any lien in favour of the Company and shall be

freely transferable.

4.11

Securities registered in the name of a deceased or insolvent holder

No securities registered in the name of a deceased or insolvent holder shall be forfeited

if the executor fails to register them in his own name or in the name of the heir(s) or

legatees when called upon by the directors to do so.

4.12

Limitation of voting rights

The holders of any securities other than Ordinary Shares shall not be entitled to vote

on any resolution taken by the company save as expressly provided for in this

Memorandum. For so long as this is required by the Listings Requirements, in

instances that such shareholders are allowed to vote at general or annual general

meetings, their votes may not carry any special rights or privileges and they shall be

entitled to one vote for each share that they hold, provided their total voting right at a

Item 10.14
of Schedule
10

Item
10.2(b) of
Schedule
10

Item 10.12
of
Schedule
10

Item 10.13
of
Schedule
10

Items
10.5(c)
and
10.5(h) of
Schedule
10

Page 10

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

Defaced, lost or destroyed certificates

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

Joint holders of securities

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

Refusal to register transfer

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

Renunciation of allotment

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.

Page 11

SHAREHOLDER RIGHTS AND PROXY FORMS

5.1

Information rights of persons holding a beneficial interest

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

Representation by concurrent proxies

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

Authority of proxy to delegate

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

shareholder appointing him to another person.

5.4

Requirement to deliver proxy instrument to the Company

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

Proxy without direction

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

Record date for exercise of shareholder rights

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

and the Listings Requirements.

Item 10.15
of Schedule
10

Page 12

5.7

Creation or issue of further shares

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. SHAREHOLDERS MEETINGS

6.1

Convening of shareholders’ meetings

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

shareholders meeting.

6.2

Shareholders’ right to requisition a meeting

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

Location of shareholders meetings

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

Notice of shareholders meetings

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

Shareholders meetings conducted by electronic communication

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

Quorum for shareholders meetings

6.6.1

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

Item
10.11(e)
of
Schedule
10

Items
10.11(a)
and (b) of
Schedule
10

Page 13

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

Adjournment of shareholders meetings

This Memorandum does not provide different maximum periods for adjournment than

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

6.8

Shareholders’ resolutions

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

Item
10.11(h) of
Schedule
10

Item
10.11(a) of
Schedule
10

Item
10.11(h) of
Schedule
10

Page 14

be approved by such increased majority as a special resolution.

6.9

Shareholders meetings in terms of the Listings Requirements

Shareholders meetings that are called for the purpose of passing any resolution

required in terms of the Listings Requirements may not be held by means of a written

resolution as provided for in section 60 of the Act, unless permitted by the Listings

Requirements.

6.10

Notice of shareholders meetings to the JSE

6.10.1

A copy of all notices of shareholders meetings must be sent to the JSE at the

same time as notices are sent to shareholders if required in terms of the Listings

Requirements.

6.10.2

All notices of shareholders meetings must also be announced through the official

news service of the JSE at the same time as notices are sent to shareholders or

as soon thereafter as is practicable.

6.11

Ratification of ultra vires acts

Any resolution for the ratification of any action by the Company or the directors

contemplated by section 20(2) of the Act shall be prohibited if such ratification is of an

action which is contrary to the Listings Requirements, unless otherwise agreed with the

JSE.

6.12

Scrutineers

The chairman of a meeting may appoint any one or more firms or persons to act as

scrutineer for the purpose of checking forms of proxy deposited for use and for

counting the votes at such meeting and he may thereafter act on a certificate given by

any such scrutineer without requiring production at the meeting of the forms of proxy or

the chairman counting the votes.

6.13

Error in counting votes

If any votes shall be counted which ought not to have been counted or might have

been rejected or if any votes shall not be counted which ought to have been counted

the error shall not vitiate the resolution unless it be pointed out at the meeting and not

in that case unless it shall, in the opinion of the chairman of the meeting, be of

sufficient magnitude to vitiate the resolution. No objection shall be raised to the

Item
10.11(c) of
Schedule
10

Item
10.11(f) of
Schedule
10

Item 10.3
of
Schedule
10

Page 15

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

Votes of joint registered shareholders

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

Voting by hand or by poll

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.”

Page 16

7. DIRECTORS AND OFFICERS

7.1

Composition of the board of directors

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

Item
10.16(a) of
Schedule
10

Item
10.16(b) of
Schedule
10

Item
10.16(b)
and
10.16(c) of
Schedule
10

Page 17

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

Vacancies

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

Item
10.16(g) of
Schedule
10

Item
10.16(d) of
Schedule
10

Item
10.16(c) of
Schedule
10

Page 18

general meetings of shareholders.

7.3

Authority of the board of directors

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

Directors compensation and financial assistance to directors

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

Other remuneration of directors

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.”

Item
10.16(f)
of
Schedule
10

Page 19

7.6

Indemnification of directors

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.

Page 20

7.6.4.3

“Relevant Officer” means a director, former director, alternate director,

prescribed officer or secretary of the Company or of a member of the

Group or any member of any committee of the board or the audit

committee, irrespective of whether or not the person is also a member of

the Company’s board.

7.6.5 Insurance

7.6.5.1

Without prejudice to 7.6.4, subject to the provisions of the Act, the

directors shall have power to purchase and maintain insurance at the

expense of the Company for or for the benefit of:

7.6.5.1.1

any person who is or was at any time a director or secretary of

any Relevant Company (as defined in 7.6.5.2); or

7.6.5.1.2

any person who is or was at any time a trustee of any pension

fund or employees’ share scheme in which employees of any

Relevant Company are interested,

including insurance against any liability (including all costs,

charges, losses and expenses in relation to such liability) incurred

by or attaching to him in relation to anything done or alleged to

have been done or omitted to be done regarding his duties,

powers or offices in relation to any Relevant Company, or any

such pension fund or employees’ share scheme

7.6.5.2 For

the purpose

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

any other body, whether or not incorporated, in which the

Company or such holding company or any of the predecessors of

the Company or of such holding company has or had any interest

whether direct or indirect or which is in any way allied to or

associated with the Company; or

Page 21

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

may provide a Relevant Officer with funds to meet expenditure

incurred or to be incurred by him in:

(i)

defending any criminal or civil proceedings in connection

with any negligence, default, breach of duty or breach of

trust by him in relation to the Company; or

(ii)

in connection with any application for relief under the

provisions of the Companies Act; and

7.6.6.1.2

may do anything to enable any such Relevant Officer to avoid

incurring such expenditure.

7.6.6.2

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

7.6.6.2.1

may provide a Relevant Officer with funds to meet expenditure

incurred or to be incurred by him in defending himself in an

investigation by a regulatory authority or against action proposed

to be taken by a regulatory authority in connection with any

alleged negligence, default, breach of duty or breach of trust by

him in relation to the Company; and

7.6.6.2.2

may do anything to enable any such director or officer to avoid

incurring such expenditure.

7.6.6.3

“Relevant Officer” means a director, former director, alternate director,

prescribed officer or secretary of the Company or of a member of the

Group or any member of any committee of the board or the audit

committee, irrespective of whether or not the person is also a member of

the Company’s board.

Page 22

7.7

Chairman

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

Directors’ meetings

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

Item
10.16(i) of
Schedule
10

Item
10.16(j) of
Schedule
10

Page 23

meeting, as set out in section 73(5) of the Act, are not varied by this

Memorandum.

7.8.7

Subject to the Listings Requirements, in the case of an equality of votes at any

meeting of the directors, the Chairman shall have a second or casting vote.

7.9

Committees of the board

7.9.1

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

appoint any number of committees of directors, or to delegate to any such

committee any of the authority of the board.

7.9.2

Except to the extent that a board resolution establishing a committee provides

otherwise, the members of the committee:

7.9.2.1

may include persons who are not directors of the Company but any such

person must not be ineligible or disqualified to be a director in terms of

section 69 of the Act. Any such persons shall not have a vote on any

matter to be decided by the committee;

7.9.2.2

may consult with or receive advice from any person;

7.9.2.3

has the full authority of the board in respect of any matter referred to it.

7.9.3

The board may from time to time, where it has appointed a committee in terms of

7.9.1 and 7.9.2 above include in any such delegation the power to sub-delegate

the powers referred to in 7.9.1 and 7.9.2 above to such person or persons as the

Committee thinks fit, subject to such terms and conditions as the Committee for

the time being may think fit, and may from time to time revoke, withdraw, alter or

vary all or any such powers.

7.10

Local boards and managers

7.10.1

The directors may establish any local boards or appoint managers or agents to

manage any of the affairs of the Company, either in South Africa or elsewhere,

and may:

7.10.1.1

appoint any persons to be managers or agents or members of such local

boards, who need not be directors, and may fix their remuneration, and

Item
10.16(i) of
Schedule
10

Page 24

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

Appointment of attorney

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

Director may be employed in the Company or a subsidiary

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

Item
10.16(e) of
Schedule
10

Page 25

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

directors.

7.13

Directors’ travelling and other expenses

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

Termination of office

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

Item
10.16(f) of
Schedule
10

Page 26

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

Defect in appointment of director

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.

GENERAL PROVISIONS

8.1

Amendment of class, preferences, rights, limitations or other terms

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

Unclaimed amounts and payments of distributions

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.

Item
10.5(e) of
Schedule
10

Item
10.17(c) of
Schedule
10

Page 27

8.2.2

The Company may cease to send any cheque or other means of payment by

post or to employ other means of payment for any distribution if:

8.2.2.1

in respect of at least two consecutive distributions payable on those

shares the cheque, warrant, order or similar financial instrument has

been returned undelivered or remains uncashed; or

8.2.2.2

following one distribution, the distribution payable on those shares, the

cheques, warrants or similar financial instruments have been returned

undelivered or remain uncashed during the period for which the same

are valid, payment by other methods has failed and reasonable

enquiries have failed to establish any new postal address or account to

be used for the purpose,

but, subject to the provisions of this Memorandum, shall recommence

sending cheques, warrants, orders or similar financial instruments in

respect of the distributions payable on those shares if the holder of or

person entitled to them claims the arrears of distribution and does not

instruct the Company to pay future distributions in some other way.

8.2.3

The payment by the Directors of any unclaimed distribution or other sum payable

on or in respect of a share into a separate account shall not constitute the

Company a trustee in respect of that amount.

8.2.4

Any distribution, interest or other sum payable in cash to the holder of a security

may be paid by cheque or warrant sent through the post addressed to the holder

at his registered address or, in the case of joint holders, addressed to the holder

whose name stands first on the register in respect of the share at his registered

address, or addressed to such person and at such address as the holder or joint

holders may in writing direct, or by electronic transfer into the bank account

nominated by the holder, or in the case of joint holders, into the bank account

nominated by the holder whose name stands first in the register in respect of the

shares. Every such cheque or warrant shall, unless the holder or joint holders

otherwise direct, be made payable to the order of the person to whom it is

addressed and shall be sent at the risk of the holder or joint holders. Every such

electronic transfer shall be made at the risk of the holder or joint holders. The

Company shall not be responsible for the loss in transmission of any cheque or

Page 28

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

Odd lot offer

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,

Page 29

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

Independent external auditors

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

Notices to joint holders

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

Notices to legally incapacitated holder

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

Waiver by stock exchange

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

Page 30

concerned shall constitute compliance with those requirements or rules for the

purposes of this Memorandum.

8.9

Transmission of shares

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

upon supplying to the Company such evidence as the directors

may reasonably require to show his title to the share.

8.9.2.2

Where the entitlement of a person to a share in consequence of the

death or bankruptcy of a member or of any other event giving rise to its

transmission by operation of law is proved to the satisfaction of the

directors, the directors shall, within 60 days after proof, cause the

entitlement of that person to be noted in the register. All the limitations,

restrictions and provisions of this Memorandum relating to the right to

transfer and the registration of transfers of shares shall apply to any

such notice or transfer as if the notice or transfer were a transfer made

by the shareholder registered as the holder of any such share.

8.9.3

Rights of persons entitled by transmission

8.9.3.1

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

bankruptcy of a shareholder or otherwise by operation of law:

8.9.3.1.1

subject to 8.9.3.1.2, shall be entitled to the same distributions

and other advantages as a registered holder of the share upon

supplying to the Company such evidence as the directors may

reasonably require to show his title to the share; and

8.9.3.1.2

shall not be entitled to exercise any right in respect of the share

in relation to general meetings until he has been registered as a

shareholder in respect of the share.

8.9.3.2

A person entitled to a share who has elected for that share to be

transferred to some other person pursuant to 8.9.2 shall cease to be

entitled to any rights or advantages in relation to such share upon that

other person being registered as the holder of that share.

8.9.3.3

The directors may at any time give notice requiring any person

becoming entitled to a share in consequence of the death or bankruptcy

of a shareholder or otherwise by operation of law to elect either to be

registered himself or to transfer the share. If the notice is not complied

with within 60 days the directors may thereafter withhold payment of all

distributions and other moneys payable in respect of such share until the

Page 32

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

Fractions arising on consolidation, subdivision or otherwise

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 ATTACHING TO PREFERENCE SHARES

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

Rights attaching to A preference shares

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

Page 33

Limited as fully paid.

9.1.1.2

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

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

redeemable preference shares of 1 cent each (“the B preference

shares”) and the C redeemable preference shares of no par value (“the

C preference shares”).

9.1.1.3

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

thereof:

9.1.1.3.1

after payment in full of the annual dividend on the B preference

shares and the C preference shares, the right to an annual

dividend 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, but shall

confer no right to any dividend payment from any other profits of

the Company;

9.1.1.3.2 to

receive

redemption:

9.1.1.3.3

the nominal value of the said A preference shares;

9.1.1.3.4

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

available from the disposal of the assets relating to the Moab

Lease Area, after redemption in full of the B preference shares

and the C preference shares, and payment of the nominal value

of the A preference shares, divided by 2 000 000. Any amount

transferred to the share premium account of the Company

pursuant to section 76(2) of the Companies Act, 1973,

consequent upon the issue of such shares may be used to

provide for any premium on the redemption of the shares;

9.1.1.3.5

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;

9.1.1.3.6

the A preference shares shall have no right to redemption from

Page 34

any proceeds otherwise arising.

9.1.1.4

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

thereof the right to receive notice of, and to attend, any meeting of the

Company and to vote thereat and on a poll shall entitle the holder to one

vote for each A preference share held provided that at every general

meeting of the Company at which the holders of the Ordinary Shares,

the A preference shares, the B preference shares and the C preference

shares are present and entitled to vote, on a poll the holder of the A

preference shares shall be entitled to 50 votes for each A 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.

9.1.1.5

At every separate meeting of the holder of the A 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 A preference shares shall

constitute a quorum.

9.1.1.6

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

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

the capital of the Company then issued, but after any payment in respect

of the B preference shares and the C preference 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

then available for distribution.

9.1.1.7

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.

Page 35

9.2

Rights attaching to B preference shares

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;

Page 36

9.2.1.3.6

the redemption of the B preference shares shall be a first charge

against the net proceeds from the disposal of the assets relating

to the Moab Lease Area following permanent cessation of mining

operations in the Moab Lease Area, but shall have no right to

redemption from any proceeds otherwise arising.

9.2.1.4

The B preference shares shall confer on the holder thereof the right to

receive notice of, and to attend, any meeting of the Company provided

that:

9.2.1.4.1

the holder of a B preference share shall not be entitled to vote at

such meeting, except:

9.2.1.4.1.1

during any period commencing six months after the due

date for payment of any B preference share dividend

which has been declared and during which such B

preference dividend or any part of such B preference

dividend remains in arrear and unpaid; or

9.2.1.4.1.2

in regard to any resolution proposed which directly affects

any of the rights attached to the B preference shares or

the interests of the holders of the B preference shares,

including a resolution for the winding-up of the Company

or for the reduction of its capital; or

9.2.1.4.1.3

in regard to any resolution of the Company proposed for

the disposal of the whole or substantially the whole of the

undertaking of the Company or the whole or the greater

part of the assets of the Company, or the whole or the

greater part of the assets relating to the operations in the

Moab Lease Area;

9.2.1.4.2

subject to 4.12, at every general meeting of the Company at

which the holders of the Ordinary Shares, the A preference

shares, the B preference shares and the C preference shares are

present and entitled to vote, on a poll the holder of the A

preference shares shall be entitled to 50 votes for each A

Item
10.5(h) of
Schedule
10

Page 37

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

Rights attaching to the C preference shares

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

9.3.1.3

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

thereof:

9.3.1.3.1

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

cent of the issue price of the C 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 ranking after and following payment of any

annual dividend payable to the holder of the B preference shares

in terms of 9.2.1.3.1 but shall not be payable from any other

profits of the Company;

9.3.1.3.2

to receive on redemption the aggregate issue price of the said C

preference shares but limited to an amount equal to the net

proceeds available from the disposal of the assets relating to the

Moab Lease Area and only after the B preference shares have

received payment in full in terms of 9.2.1.3.2;

9.3.1.3.3

against payment of the said issue price, such shares shall be

fully redeemed and shall constitute part of the authorised and

unissued share capital of the Company;

9.3.1.3.4

the redemption of the C preference shares shall be a first charge

against the net proceeds from the disposal of the assets relating

to the Moab Lease Area following permanent cessation of mining

operations in the Moab Lease Area ranking after and following

redemption of the B preference shares in terms of 9.2.1.3.4, but

shall have no right to redemption from any proceeds otherwise

arising.

9.3.1.4

The C preference shares shall confer on the holder thereof the right to

receive notice of, and to attend, any meeting of the Company provided

that:

9.3.1.4.1

the holder of a C preference share shall not be entitled to vote at

Page 39

such meeting, except:

9.3.1.4.1.1

during any period commencing six months after the due

date for payment of any C preference share dividend

which has been declared and during which such C

preference dividend or any part of such C preference

dividend remains in arrear and unpaid; or

9.3.1.4.1.2

in regard to any resolution proposed which directly affects

any of the rights attached to the C preference shares or

the interests of the holders of the C preference shares,

including a resolution for the winding-up of the Company

or for the reduction of its capital; or

9.3.1.4.1.3

in regard to any resolution of the Company proposed for

the disposal of the whole or substantially the whole of the

undertaking of the Company or the whole or the greater

part of the assets of the Company, or the whole or the

greater part of the assets relating to the operations in the

Moab Lease Area;

9.3.1.4.2

subject to 4.12, at every general meeting of the Company at

which the holders of the Ordinary Shares, the A preference

shares, the B preference shares and the C preference shares are

present and entitled to vote, on a poll the holder of the A

preference shares shall be entitled to 50 votes for each A

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.

9.3.1.5

At every separate meeting of the holder of the C 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 C preference shares shall

Page 40

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

The following terms shall apply to the A preference shares, the B preference

shares and the C preference shares in the share capital of the Company:

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

the A, B and C preference shares shall be created.

9.4.4

The A preference shares, the B preference shares and the C preference shares

shall be redeemed, but only after cessation of mining operations in the Moab

Lease Area and realisation of the assets relating to the Moab Lease Area.”

Page 42

SCHEDULE 1 – AUTHORISED SHARES

A. Classified shares

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.

2 000 000 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.

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.

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.

Page 43

B. Unclassified shares

None.

Share capital

South African Rands

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

SIGNATURES

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

AngloGold Ashanti Limited
Date: May 10, 2016

By:

/s/ M E SANZ PEREZ________

Name:

M E Sanz Perez

Title:

EVP: Group Legal, Commercial & Governance

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Form 6-K ANGLOGOLD ASHANTI LTD For: May 10

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