SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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 April 10, 2006
                          (Commission File No. 1-14846)

        This Report on Form 6-K shall be incorporated by reference in our
    automatic shelf registration statement on Form F-3 (File no. 333-132662)
     and in our registration statements on Form S-8 (File nos. 333-10990 and
        333-113789), to the extent not superseded by documents or reports
        subsequently filed by us under the Securities Act of 1933 or the
            Securities Exchange Act of 1934, in each case as amended.

                        -------------------------------


                            AngloGold Ashanti Limited
                              (Name of Registrant)

                               11 Diagonal Street
                               Johannesburg, 2001
                                (P.O. Box 62117)
                               Marshalltown, 2107
                                  South Africa
                    (Address of Principal Executive Offices)

                              -------------------

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

                      Form 20-F: |X|    Form 40-F: |_|


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

                            Yes: |_|    No: |X|


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

                            Yes: |_|    No: |X|


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

                            Yes: |_|    No: |X|


Enclosure:      Form of underwriting agreement among AngloGold Ashanti Limited,
                Anglo South Africa Capital (Proprietary) Limited and, for
                themselves and on behalf of each of the several underwriters
                named therein, Goldman, Sachs & Co. and UBS Limited

The enclosed form of underwriting agreement constitutes Exhibit 1.2 of our
registration statement on Form F-3 (File no. 333-132662). This underwriting
agreement form is preliminary and should not be considered to represent the
final form of agreement that may be entered into among the parties to such
agreement.





                            ANGLOGOLD ASHANTI LIMITED

                     Ordinary Shares, par value 25 ZAR cents

                        -------------------------------

                             Underwriting Agreement

                        -------------------------------


                                                               [April o, 2006]


Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
United States of America

UBS Limited
1 Finsbury Avenue
London, EC2M 2PP
United Kingdom

   As Co-representatives of the several Underwriters
      named in Schedule I hereto,


Ladies and Gentlemen:

         AngloGold Ashanti Limited, a public company with limited liability
incorporated under the laws of the Republic of South Africa (the "Company"),
proposes, subject to the terms and conditions stated herein, to issue and sell
to purchasers procured by the underwriters named in Schedule I hereto (the
"Underwriters"), for whom you are acting as co-representatives (the
"Representatives") or, failing that, to the Underwriters, an aggregate of
[number of shares in primary offer] shares of Ordinary Shares, par value 25 ZAR
cents ("Stock"), of the Company. Anglo South Africa Capital (Proprietary)
Limited, a private company with limited liability incorporated under the laws of
the Republic of South Africa (the "Selling Shareholder") proposes, subject to
the terms and conditions stated herein, to sell to purchasers procured by the
Underwriters or, failing that, to the Underwriters, an aggregate of [number of
shares in secondary offering] shares of Stock and, at the election of the
Underwriters, up to [number of shares in over allotment] additional shares of
Stock. The aggregate of [o] shares to be sold by the Company and the Selling
Shareholder is herein called the "Firm Shares" and the aggregate of [o]
additional shares to be sold by the Selling Shareholder is herein called the
"Optional Shares". The Firm Shares and the Optional Shares that the Underwriters
elect to purchase pursuant to Section 2 hereof are herein collectively called
the "Shares".





         The Underwriters may elect to direct delivery of the Shares, or take
delivery of the Shares themselves, in the form of shares of Stock or in the form
of American Depositary Shares ("ADSs"). The ADSs are to be issued pursuant to a
deposit agreement, dated as of June 26, 1998, (as amended) among the Company,
Bank of New York, as depositary (the "Depositary"), and holders from time to
time of the American Depositary Receipts (the "ADRs") issued by the Depositary
and evidencing the ADSs (the "Deposit Agreement"). Each ADS will initially
represent the right to receive one share of Stock deposited pursuant to the
Deposit Agreement.

         Except as used in Sections 2, 4, 10 and 12 herein, and except as
the context may otherwise require, references hereinafter to the Shares shall
include all of the shares of Stock, whether in the form of Shares or ADSs, which
may be sold pursuant to this Agreement.

         1. (a) The Company represents and warrants to, and agrees with, each of
the Underwriters that:

                    (i) An "automatic shelf registration statement" as defined
               under Rule 405 under the Securities Act of 1933, as amended,
               ("the Act") on Form F-3 (File No. 333-132622) in respect of the
               Shares has been filed with the Securities and Exchange Commission
               (the "Commission") not earlier than three years prior to the date
               hereof; such registration statement, and any post-effective
               amendment thereto, became effective on filing; and no stop order
               suspending the effectiveness of such registration statement or
               any part thereof has been issued and to the Company's knowledge
               no proceeding for that purpose has been initiated or threatened
               by the Commission, and no notice of objection of the Commission
               to the use of such registration statement or any post-effective
               amendment thereto pursuant to Rule 401(g)(2) under the Act has
               been received by the Company (the base prospectus filed as part
               of such registration statement, in the form in which it has most
               recently been filed with the Commission on or prior to the date
               of this Agreement, is hereinafter called the "Basic Prospectus";
               any preliminary prospectus (including any preliminary prospectus
               supplement) relating to the Shares filed with the Commission
               pursuant to Rule 424(b) under the Act is hereinafter called a
               "Preliminary Prospectus"; the various parts of such registration
               statement, including all exhibits thereto and including any
               prospectus supplement relating to the Shares that is filed with
               the Commission and deemed by virtue of Rule 430B to be part of
               such registration statement, each as amended at the time such
               part of the registration statement became effective, are
               hereinafter collectively called the "Registration Statement"; the
               Basic Prospectus, as amended and supplemented immediately prior
               to


                                       2





               the Applicable Time (as defined in Section 1(a)(iii) hereof), is
               hereinafter called the "Pricing Prospectus"; the form of the
               final prospectus relating to the Shares filed with the Commission
               pursuant to Rule 424(b) under the Act in accordance with Section
               5(a)(i) hereof is hereinafter called the "Prospectus"; any
               reference herein to the Basic Prospectus, the Pricing Prospectus,
               any Preliminary Prospectus or the Prospectus shall be deemed to
               refer to and include the documents incorporated by reference
               therein pursuant to Item 6 of Form F-3 under the Act, as of the
               date of such prospectus; any reference to any amendment or
               supplement to the Basic Prospectus, any Preliminary Prospectus or
               the Prospectus shall be deemed to refer to and include any
               post-effective amendment to the Registration Statement, any
               prospectus supplement relating to the Shares filed with the
               Commission pursuant to Rule 424(b) under the Act and any
               documents filed under the Securities Exchange Act of 1934, as
               amended (the "Exchange Act"), and incorporated therein, in each
               case after the date of the Basic Prospectus, such Preliminary
               Prospectus, or the Prospectus, as the case may be; any reference
               to any amendment to the Registration Statement shall be deemed to
               refer to and include any annual report of the Company filed
               pursuant to Section 13(a) or 15(d) of the Exchange Act after the
               effective date of the Registration Statement that is incorporated
               by reference in the Registration Statement; and any "issuer free
               writing prospectus" as defined in Rule 433 under the Act relating
               to the Shares is hereinafter called an "Issuer Free Writing
               Prospectus");

                    (ii) No order preventing or suspending the use of any
               Preliminary Prospectus or any Issuer Free Writing Prospectus has
               been issued by the Commission, and each Preliminary Prospectus,
               at the time of filing thereof, conformed in all material respects
               to the requirements of the Act and the rules and regulations of
               the Commission thereunder, and did not contain an untrue
               statement of a material fact or omit to state a material fact
               required to be stated therein or necessary to make the statements
               therein, in the light of the circumstances under which they were
               made, not misleading; provided, however, that this representation
               and warranty shall not apply to any statements or omissions made
               in reliance upon and in conformity with information furnished in
               writing to the Company by an Underwriter through the
               Representatives expressly for use therein or Selling Shareholder
               Information (as defined in Section 1(b)(vii));

                    (iii) For the purposes of this Agreement, the "Applicable
               Time" is [___:___ __m] (Eastern Standard Time) on


                                       3





               the date of this Agreement; the Pricing Prospectus as
               supplemented by those Issuer Free Writing Prospectuses and other
               documents listed in Schedule II(a) hereto, if applicable, taken
               together (collectively, the "Pricing Disclosure Package") as of
               the Applicable Time, did not include any untrue statement of a
               material fact or omit to state any material fact necessary in
               order to make the statements therein, in the light of the
               circumstances under which they were made, not misleading; and
               each Issuer Free Writing Prospectus listed on Schedule II(a) or
               Schedule II(b) hereto does not conflict with the information
               contained in the Registration Statement, the Pricing Prospectus
               or the Prospectus and each such Issuer Free Writing Prospectus,
               as supplemented by and taken together with the Pricing Disclosure
               Package as of the Applicable Time, did not include any untrue
               statement of a material fact or omit to state any material fact
               necessary in order to make the statements therein, in the light
               of the circumstances under which they were made, not misleading;
               provided, however, that this representation and warranty shall
               not apply to statements or omissions made in an Issuer Free
               Writing Prospectus in reliance upon and in conformity with
               information furnished in writing to the Company by an Underwriter
               through the Representatives or by the Selling Shareholder
               expressly for use therein;

                    (iv) The documents incorporated by reference in the Pricing
               Prospectus and the Prospectus, when they became effective or were
               filed with the Commission, as the case may be, conformed in all
               material respects to the requirements of the Act or the Exchange
               Act, as applicable, and the rules and regulations of the
               Commission thereunder, any further documents so filed and
               incorporated by reference in the Prospectus or any further
               amendment or supplement thereto, when such documents become
               effective or are filed with the Commission, as the case may be,
               will conform in all material respects to the requirements of the
               Act or the Exchange Act, as applicable, and the rules and
               regulations of the Commission thereunder; provided that no such
               documents were filed with the Commission since the Commission's
               close of business on the business day (which term shall mean for
               this subsection (a)(iv) any day when the Commission's office in
               Washington D.C. is open for business) immediately prior to the
               date of this Agreement and prior to the execution of this
               Agreement, except as set forth on Schedule II(c) hereto and
               except for such other documents as were delivered to you prior to
               the Applicable Time;


                                       4





                    (v) The Registration Statement conforms, and the Prospectus
               and any further amendments or supplements to the Registration
               Statement and the Prospectus will conform, in all material
               respects to the requirements of the Act and the rules and
               regulations of the Commission thereunder and do not and will not,
               as of the applicable effective date as to each part of the
               Registration Statement and as of the applicable filing date as to
               the Prospectus and any amendment or supplement thereto, contain
               an untrue statement of a material fact or omit to state a
               material fact required to be stated therein or necessary to make
               the statements therein not misleading; provided, however, that
               this representation and warranty shall not apply to any
               statements or omissions made in reliance upon and in conformity
               with information furnished in writing to the Company by an
               Underwriter through the Representatives expressly for use therein
               or Selling Shareholder Information;

                    (vi) A registration statement on Form F-6 (File No.
               333-133049) in respect of the ADSs has been filed with the
               Commission; such registration statement, excluding exhibits, in
               the form heretofore delivered to you for each of the other
               Underwriters has been declared effective by the Commission in
               such form; no stop order suspending the effectiveness of such
               registration statement has been issued and to the Company's
               knowledge, no proceeding for that purpose has been initiated or
               threatened by the Commission (the various parts of such
               registration statement, including all exhibits thereto, each as
               amended at the time such part of the registration statement
               became effective, being hereinafter called the "ADS Registration
               Statement"); and the ADS Registration Statement when it became
               effective conformed, and any further amendments thereto will
               conform, in all material respects to the requirements of the Act
               and the rules and regulations of the Commission thereunder, and
               did not, as of the applicable effective date, contain an untrue
               statement of a material fact or omit to state a material fact
               required to be stated therein or necessary to make the statements
               therein not misleading;

                    (vii) Neither the Company nor any of its subsidiaries has
               sustained since the date of the latest audited financial
               statements included or incorporated by reference in the Pricing
               Prospectus any loss or interference with its business from fire,
               explosion, flood or other calamity, whether or not covered by
               insurance, or from any labor dispute or court or governmental
               action, order or decree, in each case materially adverse to the
               Company and its subsidiaries taken as a whole, otherwise than as


                                       5





               set forth or contemplated in the Pricing Prospectus; and, since
               the respective dates as of which information is given in the
               Registration Statement and the Pricing Prospectus, there has not
               been any material adverse change in the capital stock of the
               Company or any material increase in the long term debt of the
               Company and its subsidiaries taken as a whole or any material
               adverse change, or any development involving a prospective
               material adverse change, in or affecting the business affairs,
               management, financial position, shareholders' equity or results
               of operations of the Company and its subsidiaries taken as a
               whole, in each case otherwise than as set forth or contemplated
               in the Pricing Prospectus;

                    (viii) The Company and its subsidiaries have good and
               marketable title to all real property owned by them free and
               clear of all liens, encumbrances and defects, and any real
               property and buildings held under lease by the Company and its
               subsidiaries are held by them under valid, subsisting and
               enforceable leases except, in each case, as described in the
               Pricing Prospectus or as would not, individually or in the
               aggregate, have a material adverse effect on the business
               affairs, management, financial position, shareholders' equity or
               results of operations of the Company and its subsidiaries taken
               as a whole (a "Material Adverse Effect");

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

                    (x) The Company has an authorized and issued share capital
               as set forth in the Pricing Prospectus, and all of the
               outstanding shares of capital stock of the Company have been duly
               and validly authorized and issued, are fully paid and not subject
               to further calls or assessment by the Company and conform in all
               material respects to the description of the Stock contained in
               the Pricing Prospectus; and all of the issued shares of capital
               stock of each subsidiary of the Company listed in Schedule III
               have been duly and validly authorized and issued, are fully paid
               and not subject to further calls or assessment by the Company and
               (except for directors' qualifying shares and except


                                       6





               as set forth in the Pricing Prospectus) are owned directly or
               indirectly by the Company, free and clear of all liens,
               encumbrances, equities or claims; all of the issued Stock has
               been duly listed and admitted for trading on the JSE Limited, the
               New York Stock Exchange (in the form of ADSs), the London Stock
               Exchange, Euronext Paris and on the Australian Stock Exchange (in
               the form of Clearing House Electronic Subregister System
               ("CHESS") Depositary Shares represented by CHESS Depositary
               Interests ("CDIs")), the Ghana Stock Exchange (in the form of
               ordinary Shares and Ghanian Depositary Shares) and are quoted on
               Euronext Brussels (in the form of International Depositary
               Receipts ("IDRs") (the "Stock Exchanges"); the holders of
               outstanding shares of capital stock of the Company are not
               entitled to preemptive or similar rights to acquire the Shares or
               the ADSs which have not been complied with, extinguished or
               waived; there are no outstanding rights, warrants or options to
               acquire, or instruments convertible into or exchangeable for, any
               share capital or other equity interest in the Company, or any
               contract, commitment, agreement, understanding or arrangement of
               any kind relating to the issuance of any share capital of the
               Company, any such convertible or exchangeable securities or any
               such rights, warrants or options, or obligations of the Company
               to issue, the Stock or any other class of capital stock of the
               Company (in each case except as set forth in the Pricing
               Prospectus); and there are no restrictions on subsequent
               transfers of the Shares or ADSs except as described in the
               Pricing Prospectus or under the securities laws of countries
               other than the United States (except those restrictions imposed
               on affiliates of the Company by the Act and rules promulgated
               thereunder) and the Republic of South Africa;

                    (xi) The unissued Firm Shares to be issued and sold by the
               Company to purchasers procured by the Underwriters or, failing
               that, to the Underwriters, hereunder have been duly and validly
               authorized by the Company and, when issued and delivered against
               payment therefor as provided herein, will be duly and validly
               issued and fully paid and not subject to further calls or
               assessment by the Company and will conform, in all material
               respects, to the description of the Stock contained in the
               Pricing Prospectus and, except as described in the Pricing
               Prospectus, the issuance of the Firm Shares to be issued and sold
               by the Company is not subject to any preemptive or similar rights
               which have not been complied with, extinguished or waived;

                    (xii) The Deposit Agreement has been duly authorized,
               executed and delivered by the Company, and constitutes a valid


                                       7





               and legally binding agreement of the Company, enforceable in
               accordance with its terms, subject, as to enforceability, to
               bankruptcy, insolvency, reorganization and similar laws of
               general applicability relating to or affecting creditors' rights
               and to general equity principles; upon issuance by the Depositary
               of ADRs evidencing ADSs, the deposit of Shares in respect thereof
               in accordance with the provisions of the Deposit Agreement, such
               ADRs will be duly and validly issued and the persons in whose
               names the ADRs are registered will be entitled to the rights
               specified therein and in the Deposit Agreement; and the Deposit
               Agreement and the ADRs conform in all material respects to the
               descriptions thereof contained in the Pricing Prospectus;

                    (xiii) All consents, approvals, authorizations, orders,
               registrations, clearances and qualifications of or with any court
               or governmental agency or body or any stock exchange authorities
               (hereinafter referred to as a "Governmental Agency") having
               jurisdiction over the Company (hereinafter referred to as
               "Company Governmental Authorizations") required to be obtained by
               the Company for each of the deposit of Shares to be issued and
               sold by the Company only, and the issuance of ADSs in respect
               thereof and for the execution, delivery and performance by the
               Company of this Agreement have been obtained or made and are in
               full force and effect including the approval of the South African
               Reserve Bank in respect of the Company's offering of Shares
               contemplated herein;

                    (xiv) All expressions of opinion, intention or expectation
               in the Pricing Prospectus, including, without limitation, the
               estimates and projections included under the caption "Prospectus
               Supplement Summary", on the part of the Company, its directors or
               management are, and in the Prospectus will be, fairly and
               honestly held and have been made on reasonable grounds after due
               and careful consideration and inquiry, in each case subject to
               the assumptions set forth therein and to the risks and
               uncertainties contemplated under the captions "Forward-looking
               Statements" and "Note Regarding Forward-looking Statements"
               therein;

                    (xv) The issue and sale of the Firm Shares to be sold by the
               Company hereunder and the deposit of the Firm Shares being
               deposited by the Company with the Depository against issuance of
               the ADSs, the execution and delivery of this Agreement and the
               compliance by the Company with all of the provisions of, and
               performance of its obligation under, this Agreement and the
               Deposit Agreement and the consummation of the transactions herein
               contemplated will not conflict with or result in a breach or


                                       8





               violation of any of the terms or provisions of, or constitute a
               default under, any indenture, mortgage, deed of trust, loan
               agreement or other agreement or instrument to which the Company
               is a party or by which the Company is bound or to which any of
               the property or assets of the Company is subject, except as would
               not both (i) have a Material Adverse Effect and (ii) adversely
               affect the consummation of the transactions contemplated herein
               to a material extent, nor will such action by the Company result
               in any violation of the provisions of the Memorandum and Articles
               of Association or Bylaws of the Company or any statute or any
               order, rule or regulation of any Governmental Agency having
               jurisdiction over the Company or any of its properties; and no
               consent, approval, authorization, order, registration or
               qualification of or with any such Governmental Agency is required
               for the issue and sale by the Company of the Firm Shares or the
               consummation by the Company of the transactions contemplated by
               this Agreement except (A) the registration under the Act of the
               Shares, (B) such Company Governmental Authorizations as have been
               duly obtained or made and are in full force and effect and copies
               of which have been furnished to you and (C) such Company
               Governmental Authorizations as may be required under state
               securities or Blue Sky laws or any securities laws of
               jurisdictions outside the Republic of South Africa and the United
               States;

                    (xvi) Neither the Company nor any of its subsidiaries is in
               violation of its Memorandum and Articles of Association or Bylaws
               or, except as would not, individually or in the aggregate, have a
               Material Adverse Effect, in default in the performance or
               observance of any obligation, agreement, covenant or condition
               contained in any indenture, mortgage, deed of trust, loan
               agreement, lease or other agreement or instrument to which it is
               a party or by which it or any of its properties may be bound;

                    (xvii) No stamp or other issuance or transfer taxes, levies
               or duties or any other tax and no capital gains, income (other
               than income tax payable by any Underwriters whose net income is
               generally subject to tax by the Republic of South Africa or who
               perform any services hereunder through a permanent establishment
               or a fixed base in the Republic of South Africa), withholding or
               other taxes are payable or will be payable immediately following
               the completion of the transactions contemplated hereunder by or
               on behalf of purchasers of the Shares procured by the
               Underwriters or the Underwriters to the Republic of South Africa
               or any political subdivision or taxing authority thereof or
               therein in connection with (A) the deposit by


                                       9





               the Company of Firm Shares with the Depositary against issuance
               of ADSs, or (B) for the issuance, sale and delivery by the
               Company of Firm Shares or ADSs to purchasers procured by the
               Underwriters or to or for the respective accounts of the
               Underwriters or (C) the performance by the Company of its
               obligations under this Agreement, it being understood that any
               subsequent transfer of Shares by purchasers procured by the
               Underwriters, or the Underwriters, may cause such taxes to be
               payable;

                    (xviii) Neither the Company nor any of its subsidiaries has
               taken, directly or indirectly, any action which was designed to
               or which has constituted or which would reasonably be expected to
               cause or result in stabilization or manipulation of the price of
               any security of the Company, in each case in violation of
               applicable laws, to facilitate the sale or resale of the Shares
               or ADSs;

                    (xix) The statements set forth or incorporated by reference
               in the Pricing Prospectus and the Prospectus under the captions
               "Description of Ordinary Shares and ADSs" and "Taxation" insofar
               as they purport to constitute a summary of the matters set forth
               therein, fairly summarize these matters in all material respects;

                    (xx) Other than as set forth in the Pricing Prospectus,
               there are no legal or governmental proceedings pending to which
               the Company or any of its subsidiaries is a party or of which any
               property of the Company or any of its subsidiaries is the subject
               which, if determined adversely to the Company or any of its
               subsidiaries, would individually or in the aggregate have a
               Material Adverse Effect; and, to the best of the Company's
               knowledge, no such proceedings are threatened by any Governmental
               Agency or by any other person;

                    (xxi) The Company is not and, after giving effect to the
               offering and sale of the Firm Shares to be sold by it and the
               application of the proceeds thereof, will not be an "investment
               company", as such term is defined in the Investment Company Act
               of 1940, as amended (the "Investment Company Act");

                    (xxii) (A) (i) At the time of filing the Registration
               Statement, (ii) at the time of the most recent amendment thereto
               for the purposes of complying with Section 10(a)(3) of the Act
               (whether such amendment was by post-effective amendment,
               incorporated report filed pursuant to Section 13 or 15(d) of the
               Exchange Act or form of prospectus), and (iii) at the time the


                                       10





               Company or any person acting on its behalf (within the meaning,
               for this clause only, of Rule 163(c) under the Act) made any
               offer relating to the Securities in reliance on the exemption of
               Rule 163 under the Act, the Company was a "well-known seasoned
               issuer" as defined in Rule 405 under the Act; and (B) at the
               earliest time after the filing of the Registration Statement that
               the Company or another offering participant made a bona fide
               offer (within the meaning of Rule 164(h)(2) under the Act) of the
               Securities, the Company was not an "ineligible issuer" as defined
               in Rule 405 under the Act;

                    (xxiii) The audited financial statements included in the
               Registration Statement and the Pricing Prospectus, together with
               the related notes and schedules, fairly present in all material
               respects the consolidated financial position of the Company and
               its subsidiaries as of the dates indicated and the consolidated
               results of operations and cash flows of the Company and its
               subsidiaries for the periods specified and have been prepared in
               compliance with the requirements of the Act and in conformity
               with generally accepted accounting principles as applied in the
               United States applied, except as set forth in the Pricing
               Prospectus, on a consistent basis during the periods presented;
               the other financial and statistical data set forth in the
               Registration Statement and the Pricing Prospectus are accurately
               presented and prepared on a basis materially consistent with the
               financial statements and books and records of the Company; and
               the Company and its subsidiaries do not have any material
               liabilities or obligations, direct or contingent (including any
               off-balance sheet obligations), not disclosed in the Registration
               Statement and the Pricing Prospectus and that are required to be
               disclosed therein;

                    (xxiv) The Company maintains a system of internal accounting
               controls sufficient to provide reasonable assurance that (A)
               transactions are executed in accordance with management's general
               or specific authorizations; (B) transactions are recorded as
               necessary to permit preparation of financial statements in
               conformity with the International Financial Reporting Standards
               and generally accepted accounting principles, and to maintain
               asset accountability; (C) access to assets is permitted only in
               accordance with management's general or specific authorization;
               and (D) the recorded accountability for assets is compared with
               the existing assets at reasonable intervals and appropriate
               action is taken with respect to any differences;

                    (xxv) The Company and each of its subsidiaries have all
               licenses, certificates, permits and other authorizations
               (including,


                                       11





               without limitation, all mineral rights, mining authorizations and
               mining leases) issued by the appropriate Government Agencies (and
               have made all required declarations and filings with such
               Governmental Agencies), that are legally required for the
               ownership or lease of their respective properties or the conduct
               of their respective businesses as described in the Pricing
               Prospectus, except as described in the Pricing Prospectus or
               where the failure to possess the same would not, individually or
               in the aggregate, have a Material Adverse Effect; except as
               described in the Pricing Prospectus or as would not, individually
               or in the aggregate, have a Material Adverse Effect, neither the
               Company nor any of its subsidiaries has received or expects to
               receive notice of any revocation or modification of any such
               license, certificate, permit or authorization; and the Company
               and each of its subsidiaries are in compliance with each of the
               same, except for any non-compliance which would not, individually
               or in the aggregate, have a Material Adverse Effect;

                    (xxvi) Ernst & Young, who have certified certain financial
               statements of the Company and certain of its subsidiaries,
               PricewaterhouseCoopers Inc., who have certified certain financial
               statements of Societe des Mines de Morila S.A. and KPMG Inc., who
               have certified certain financial statements of Societe
               d'Exploitation des Mines d'Or de Sadiola S.A. are each
               independent public accountants as required by the Act and the
               rules and regulations of the Commission thereunder;

                    (xxvii) In each case except as described in the Pricing
               Prospectus, the Company and its subsidiaries own or possess
               adequate rights to use all patents, patent applications,
               trademarks, service marks, trade names, trademark registrations,
               service mark registrations, copyrights, licenses and know-how
               (including trade secrets and other unpatented and/or unpatentable
               proprietary or confidential information, systems or procedures)
               legally required for the conduct of their respective businesses,
               except those that would not, individually or in the aggregate,
               have a Material Adverse Effect; and, to the best knowledge of the
               Company, except as would not, individually or in the aggregate,
               have a Material Adverse Effect, the conduct of their respective
               businesses will not conflict with any such rights of others and
               the Company and its subsidiaries have not received any notice of
               any claim of infringement or conflict with any such rights of
               others;

                    (xxviii) No labor disturbance by or dispute with employees
               of the Company or any of its subsidiaries exists or, to the best
               knowledge of the Company, is threatened, except as


                                       12





               described in the Pricing Prospectus or as would not have a
               Material Adverse Effect;

                    (xxix) The Company and its subsidiaries (A) are in
               compliance with any and all applicable laws (including the common
               law), rules, regulations, ordinances, decrees, judgments,
               injunctions, permits, licenses, authorizations, decisions, orders
               and other legally binding requirements, in each case promulgated
               or declared by Governmental Agencies in all countries and
               territories in which the Company or its subsidiaries engage in
               mining or other business activities relating to the protection of
               human health and safety, the environment or hazardous or toxic
               substances or wastes, pollutants or contaminants (collectively,
               "Environmental Laws"); (B) have received and are in compliance
               with all permits, licenses or other approvals issued by
               Governmental Agencies and required of them under applicable
               Environmental Laws to conduct their respective businesses; (C)
               have not received any notice of any actual or potential liability
               under, or investigation relating to, any Environmental Law;
               except, in each case, as described in the Pricing Prospectus or
               as would not, individually or in the aggregate, have a Material
               Adverse Effect; and

                    (xxx) Neither the Company nor any of its subsidiaries (if
               acquired by the Company, then prior to its date of acquisition,
               to the knowledge of the Company) has violated (i) any provision
               of the Foreign Corrupt Practices Act of 1977 and the rules and
               regulations promulgated thereunder or (ii) similar
               anti-corruption laws of all other applicable jurisdictions,
               including those relating to political donations and money
               laundering, and the rules, regulations or, to the extent they
               have the force and effect of the law, guidelines, issued or
               administered thereunder, in each case which violations are of a
               character required to be disclosed in the Registration Statement.

               (b) The Selling Shareholder represents and warrants to, and
          agrees with, each of the Underwriters and the Company that:

                    (i) The Selling Shareholder is validly existing as a private
               company with limited liability under the laws of the Republic of
               South Africa and has the power and authority to enter into and
               perform its obligations under this Agreement;

                    (ii) All consents, approvals, authorizations, orders,
               registrations, clearances and qualifications of or with any
               Governmental Agency having jurisdiction over the Selling
               Shareholder (hereinafter referred to as "Selling Shareholder
               Governmental Authorizations") required for the deposit of the


                                       13





               Shares being deposited with the Depositary against issuance of
               the ADSs to be delivered by the Selling Shareholder at each Time
               of Delivery, for the sale and delivery of the Shares to be sold
               by the Selling Shareholder hereunder and for the execution and
               delivery by the Selling Shareholder of this Agreement, have been
               obtained, including any requisite approval of the South African
               Reserve Bank in respect of the Selling Shareholder's intended use
               of proceeds of its sale of Shares; and the Selling Shareholder
               has the full right, power and authority to enter into this
               Agreement and to sell, assign, transfer and deliver the Shares to
               be sold by it hereunder;

                    (iii) The sale of the Shares to be sold by the Selling
               Shareholder, the execution and delivery of this Agreement, the
               deposit of the Shares with the Depositary against issuance of the
               ADSs to be delivered by the Selling Shareholder at each Time of
               Delivery hereunder and the compliance by the Selling Shareholder
               with all of the provisions of, and performance of these
               obligations under, this Agreement and the Deposit Agreement and
               the consummation of the transaction herein contemplated will not
               conflict with or result in a breach or violation of any of the
               terms or provisions of, or constitute a default under, any
               statute, indenture, mortgage, deed of trust, loan agreement or
               other agreement or instrument to which the Selling Shareholder is
               a party or by which the Selling Shareholder is bound, or to which
               any of the property or assets of the Selling Shareholder is
               subject, except as would not have a material adverse effect on
               the consummation of the transaction contemplated hereby, nor will
               such action result in any violation of the provisions of the
               Memorandum and Articles of Association or Bylaws of the Selling
               Shareholder or any statute or any order, rule or regulation of
               any Governmental Agency having jurisdiction over the Selling
               Shareholder or the property of the Selling Shareholder;

                    (iv) No stamp or other issuance or transfer taxes (except
               for uncertificated securities tax), levies or duties or any other
               kind of tax and no capital gains, income (other than income tax
               payable by any Underwriters whose net income is generally subject
               to tax by the Republic of South Africa or who perform any
               services hereunder through a permanent establishment or a fixed
               base in the Republic of South Africa), withholding or other taxes
               are payable or will be payable immediately following the
               completion of the transactions contemplated hereunder by or on
               behalf of purchasers of the Shares procured by the Underwriters
               or Underwriters to the Republic of South Africa or any political
               subdivision or taxing authority thereof or therein in connection


                                       14





               with (A) the deposit by the Selling Shareholder of Shares with
               the Depositary against issuance of ADSs, or (B) for the sale and
               delivery by the Selling Shareholder of Shares or ADSs to
               purchasers procured by the Underwriters or to or for the
               respective accounts of the Underwriters or (C) the performance by
               the Selling Shareholder of its obligations under this Agreement,
               it being understood that any subsequent transfer of Shares by
               purchasers procured by the Underwriters, or the Underwriters, may
               cause such taxes to be payable;

                    (v) The Selling Shareholder has, and immediately prior to
               each Time of Delivery (as defined in Section 4 hereof) the
               Selling Shareholder will have, good and valid title to the Shares
               to be sold by the Selling Shareholder hereunder, free and clear
               of all liens, encumbrances, equities or claims; and, upon
               delivery of such Shares and payment therefor pursuant hereto and
               thereto, good and valid title to such Shares, free and clear of
               all liens, encumbrances, equities or claims, will pass to
               purchasers procured by the underwriters or the several
               Underwriters, as applicable;

                    (vi) The Selling Shareholder has not taken nor will take,
               directly or indirectly, any action which is designed to or which
               has constituted or which would reasonably be expected to cause or
               result in stabilization or manipulation of the price of any
               security of the Company, in each case in violation of applicable
               laws, to facilitate the sale or resale of the Shares;

                    (vii) The written information furnished to the Company by
               the Selling Shareholder for use in the Registration Statement,
               any Preliminary Prospectus, the Pricing Prospectus, the
               Prospectus, or any amendment or supplement thereto, or any Issuer
               Free Writing Prospectus (it being understood that the only
               written information so furnished by or on behalf of the Selling
               Shareholder is the information identified in Schedule IV hereto)
               ("Selling Shareholder Information") does not and will not contain
               any untrue statement of a material fact or omit to state any
               material fact required to be stated therein or necessary to make
               the statements therein, in light of the circumstances in which
               they were made, not misleading;

                    (viii) In order to document the Underwriters' compliance
               with the reporting and withholding provisions of the Tax Equity
               and Fiscal Responsibility Act of 1982 with respect to the
               transactions herein contemplated, the Selling Shareholder will
               deliver to you prior to or at the First Time of Delivery (as
               hereinafter defined) a properly completed and executed United
               States Treasury Department Form W-9 (or other applicable form


                                       15





               or statement specified by Treasury Department regulations in lieu
               thereof);

          2. Subject to the terms and conditions herein set forth,

               (a) the Company agrees to issue and sell to purchasers procured
          by the Underwriters or, failing that, to each of the Underwriters, and
          each of the Underwriters agrees, severally and not jointly, to procure
          purchasers for or, failing that, to purchase, or cause one of its
          affiliates (within the meaning in Rule 405 under the Act) to purchase,
          from the Company, at a purchase price per Share of rand [o] and per
          ADS of USD[o] (to the extent that the Representatives make the
          election to direct delivery or take delivery of the Shares in the form
          of ADSs pursuant to Section 4) the respective number of Firm Shares
          (to be adjusted by you so as to eliminate fractional shares)
          determined by multiplying the aggregate number of Firm Shares to be
          sold by the Company by a fraction, the numerator of which is the
          aggregate number of Firm Shares to be purchased by purchasers procured
          by that Underwriter or, failing that, by such Underwriter as set forth
          opposite the name of such Underwriter in Schedule I hereto and the
          denominator of which is the aggregate number of Firm Shares to be
          purchased by all of purchasers procured by the Underwriters or,
          failing that, by all of the Underwriters from the Company hereunder;

               (b) the Selling Shareholder agrees to sell to purchasers procured
          by the Underwriters or, failing that, to each of the Underwriters, and
          each of the Underwriters agrees, severally and not jointly, to procure
          purchasers for or, failing that, to purchase, or cause one of its
          affiliates (within the meaning in Rule 405 under the Act) to purchase,
          from the Selling Shareholder, at a purchase price per Share of rand
          [o] and per ADS of USD[o] (to the extent that the Representatives make
          the election to direct delivery or take delivery of the Shares in the
          form of ADSs pursuant to Section 4) the respective number of Firm
          Shares (to be adjusted by you so as to eliminate fractional shares)
          determined by multiplying the aggregate number of Firm Shares to be
          sold by the Selling Shareholder by a fraction, the numerator of which
          is the aggregate number of Firm Shares to be purchased by purchasers
          procured by that Underwriter or, failing that, by such Underwriter as
          set forth opposite the name of such Underwriter in Schedule I hereto
          and the denominator of which is the aggregate number of Firm Shares to
          be purchased by all of purchasers procured by the Underwriters or,
          failing that, by all of the Underwriters from the Selling Shareholder
          hereunder; and

               (c) in the event and to the extent that the Underwriters shall
          exercise the election to procure purchasers for or, failing that,
          purchase themselves, Optional Shares as provided below, the Selling
          Shareholder agrees to sell to purchasers procured by the Underwriters
          or, failing that,


                                       16





          to each of the Underwriters, and each of the Underwriters agrees,
          severally and not jointly, to procure purchasers for or, failing that,
          to purchase from the Selling Shareholder, at the purchase price per
          Share set forth in subsection (b) of this Section 2, that portion of
          the number of Optional Shares as to which such election shall have
          been exercised (to be adjusted by you so as to eliminate fractional
          shares) determined by multiplying such number of Optional Shares by a
          fraction the numerator of which is the maximum number of Optional
          Shares which such Underwriter is entitled to procure purchasers for
          or, failing that, purchase as set forth opposite the name of such
          Underwriter in Schedule I hereto and the denominator of which is the
          maximum number of Optional Shares that all of the Underwriters are
          entitled to procure purchasers for or, failing that, purchase
          hereunder.

         The Selling Shareholder hereby grants to the Underwriters the right to
procure purchasers for or, failing that, purchase at their election up to [o]
Optional Shares, at the purchase price set forth in subsection (b) of this
Section 2, for the sole purpose of covering sales of shares in excess of the
number of Firm Shares. Any such election to procure purchasers for or, failing
that, purchase Optional Shares may be exercised only by written notice from you
to the Selling Shareholder, given within a period of 30 calendar days after the
date of this Agreement and setting forth the aggregate number of Optional Shares
with respect to which this option is being exercised and the date on which such
Optional Shares are to be delivered, as determined by you but in no event
earlier than the First Time of Delivery or, unless you and the Selling
Shareholder otherwise agree in writing, earlier than two or later than ten
Business Days after the date of such notice.

         As compensation to the Underwriters for their commitments hereunder,
the Company and the Selling Shareholder, as the case may be, at each Time of
Delivery will pay to the Representatives, for the accounts of the several
Underwriters, (a) an amount equal to ZAR[o] per Share for the Shares to be
delivered in the form of shares of Stock by the Company and the Selling
Shareholder hereunder, as the case may be, at each Time of Delivery and (b) an
amount equal to $[o] per ADS for Shares to be delivered in the form of ADSs by
the Company and the Selling Shareholder hereunder, as the case may be, at each
Time of Delivery. The Representatives may accept payment of the underwriting
commission by offsetting the amount thereof against payment of the amount
payable pursuant to Section 4 hereof.

         3. It is understood that the several Underwriters propose to offer the
Shares for sale, in each instance upon the terms and conditions set forth in the
Prospectus.

         4. (a) With respect to all or a portion of the Shares to be purchased
and sold hereunder at each Time of Delivery, the Representatives, on behalf of
the several Underwriters, may elect to have ADSs delivered (to either or both of


                                       17





purchasers procured by the Underwriters or the Underwriters) and paid for
hereunder in lieu of, and in satisfaction of, the Company and the Selling
Shareholder's obligations to sell to purchasers procured by the Underwriters or
the several Underwriters, as applicable, and the several Underwriters'
obligations to procure purchasers for or, failing that, to purchase, Firm Shares
and, in the case of the Selling Shareholder only, the Optional Shares. Written
notice of such election shall be given by the Representatives to the Company and
the Selling Shareholder at least four Business Days prior to such Time of
Delivery (the "Notification Time"). The number of Shares to be purchased by
purchasers procured by the Underwriters or, failing that, by the Underwriters as
a result of the making of such election shall be adjusted by the Representatives
so as to eliminate any fractional ADSs and the purchase price for ADSs so
delivered as a result of making such election shall be the purchase price as set
forth in Section 2 hereof.

          (b) (i) The Shares to be delivered to purchasers procured by the
     Underwriters or each Underwriter hereunder, as the case may be, in the form
     of Shares of Stock shall be delivered by or on behalf of the Company and
     the Selling Shareholder through the facilities of STRATE to the
     Representatives for the account of such purchasers or Underwriters, as the
     case may be, in such authorized denominations and registered in such names
     as the Representatives may request by written notice to the Company and the
     Selling Shareholder on or prior to the Notification Time.

               (ii) If the election has been made in accordance with subsection
          (a) above, the ADSs to be delivered to purchasers procured by the
          Underwriters or each Underwriter hereunder, as the case may be, shall
          be delivered by or on behalf of the Company and the Selling
          Shareholder through the facilities of The Depository Trust Company to
          the Representatives for the account of such purchasers or
          Underwriters, as the case may be, in such authorized denominations and
          registered in such names as the Representatives may request by written
          notice to the Company and the Selling Shareholder on or prior to the
          Notification Time.

          (c) (i) With respect to Shares being delivered in the form of Shares,
     such Shares shall be delivered against payment by, through or on behalf of
     such Underwriter of the purchase price therefor by wire transfer of
     same-day funds to the respective accounts specified by the Company and
     Selling Shareholder in the Republic of South Africa, as the case may be, to
     the Representatives at least two Business Days in advance of a Time of
     Delivery.

               (ii) With respect to Shares being delivered in the form of ADSs,
          such ADSs shall be delivered against payment by, through or on behalf
          of such Underwriter of the purchase price therefor by wire transfer of
          Federal (same-day) funds to the


                                       18




          respective accounts specified by the Company and Selling Shareholder,
          as the case may be, to the Representatives at least two Business Days
          in advance of a Time of Delivery;

               (iii) Payment for the Firm Shares shall be made to the Company
          and the Selling Shareholder by, (A) in the case of the Firm Shares to
          be delivered in the form of Shares, wire transfer of South African
          rand funds or other immediately available funds in Johannesburg and
          (B) in the case of Firm Shares to be delivered in the form of ADSs, by
          wire transfer of Federal (same day) or other immediately available
          funds in New York, in each case against delivery of such Firm Shares
          for the respective accounts of the several Underwriters by 11:00 a.m.,
          London time, on [o, 2006] or such other time and date as the
          Representatives, the Company and Selling Shareholder may mutually
          agree upon in writing, and, with respect to the Optional Shares, 11:00
          a.m., London time, on the date specified by the Representatives in the
          written notice given by the Representatives of the Underwriters'
          election to exercise the option with respect to the delivery of such
          Optional Shares, or such other time and date as the Representatives
          and the Selling Shareholder may agree upon in writing. Such time and
          date for delivery of the Firm Shares is herein called the "First Time
          of Delivery", such time and date for delivery of the Optional Shares,
          if not the First Time of Delivery, is herein called the "Second Time
          of Delivery", and each such time and date for delivery is herein
          called a "Time of Delivery".

          (d) It is understood and agreed by the parties hereto that no delivery
     or transfer of Shares or ADSs to be purchased and sold hereunder at a Time
     of Delivery shall be effective until and unless payment therefor has been
     made pursuant hereto and the Company and the Selling Shareholder, as the
     case may be, shall have furnished or caused to be furnished to the
     Representatives, on behalf of the Underwriters at such Time of Delivery
     certificates and other evidence reasonably satisfactory to the
     Representatives of the execution in favor of purchasers procured by the
     Underwriters or, failing that, the Underwriters, of the book-entry transfer
     of Shares, whether by delivery of Shares in the Republic of South Africa
     through STRATE or delivery of ADSs through the facilities of DTC.

          (e) The Shares or ADSs shall be delivered to the Representatives at
     each Time of Delivery for the respective accounts of purchasers procured by
     the Underwriters as instructed by the Underwriters or for the accounts of
     the several Underwriters, with all transfer and any issuance taxes or other
     expenses (including, without limitation, any STRATE levy and insider trader
     levy payable with respect to the Shares) payable in connection with or
     issuance of the Shares or ADSs or the


                                       19





     transfer thereof to the Purchasers procured by the Underwriters or the
     Underwriters duly paid by the Company or the Selling Shareholder in
     accordance with Section 7 hereof.

          (f) The documents to be delivered at each Time of Delivery by or on
     behalf of the parties hereto pursuant to Section 8 hereof, including the
     cross-receipt for the Shares and ADSs and any additional documents
     requested by the Underwriters pursuant to Section 8(s) hereof, will be
     delivered at the offices of Davis Polk & Wardwell, 99 Gresham Street,
     London EC2V 7NG (the "Closing Location"), and the Shares and ADSs will be
     delivered as specified in subsection (b) above, all at such Time of
     Delivery. A meeting will be held at the Closing Location at 1:00 p.m.,
     London time, on the Business Day next preceding such Time of Delivery, or
     such time and place as may mutually be agreed upon in writing by the
     Representatives, the Company and the Selling Shareholder, at which meeting
     the final drafts of the documents to be delivered pursuant to the preceding
     sentence will be available for review by the parties hereto. For the
     purposes of this Section 4 and Section 5, "Business Day" shall mean each
     Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
     banking institutions in New York City, Johannesburg and London are
     generally authorized or obligated by law or executive order to close.

     5. (a) The Company agrees with each of the Underwriters:

               (i) To prepare the Prospectus in a form approved by you and to
          file such Prospectus pursuant to Rule 424(b) under the Act not later
          than the Commission's close of business on the second business day
          (which term shall mean for this subsection (a)1(a)(i) any day when
          the Commission's office in Washington D.C. is open for business)
          following the execution and delivery of this Agreement; to make no
          further amendment or any supplement to the Registration Statement, the
          Basic Prospectus or the Prospectus prior to the last Time of Delivery
          which shall be disapproved by you promptly after reasonable notice
          thereof; to advise you, promptly after it receives notice thereof, of
          the time when any amendment to the Registration Statement has been
          filed or becomes effective or any amendment or supplement to the
          Prospectus has been filed and to furnish you with copies thereof; to
          file promptly all material required to be filed by the Company with
          the Commission pursuant to Rule 433(d) under the Act; to file promptly
          all reports and any information statements required to be filed by the
          Company with the Commission pursuant to Section 13(a), 13(c), 14 or
          15(d) of the Exchange Act subsequent to the date of the Prospectus and
          for so long as the delivery of a prospectus (or in lieu thereof, the
          notice referred to in Rule 173(a) under the Act) is required in
          connection with the offering or sale


                                       20





          of the Shares; to advise you, promptly after it receives notice
          thereof, of the issuance by the Commission of any stop order or of any
          order preventing or suspending the use of any preliminary prospectus
          or other prospectus in respect of the Securities, of any notice of
          objection of the Commission to the use of the Registration Statement
          or any post-effective amendment thereto pursuant to Rule 401(g)(2)
          under the Act, of the suspension of the qualification of the Shares
          for offering or sale in any jurisdiction, of the initiation or
          threatening of any proceeding for any such purpose, or of any request
          by the Commission for the amending or supplementing of the
          Registration Statement or Prospectus or for additional information;
          and, in the event of the issuance of any stop order or of any order
          preventing or suspending the use of any preliminary prospectus or
          other prospectus or suspending any such qualification, promptly to use
          its best efforts to obtain the withdrawal of such order and in the
          event of the issuance of any such notice of objection, promptly to
          amend the Registration Statement in such manner as may be required and
          permit offers in sales of to permit offers and sales of the
          Securities; provided that, none of the foregoing shall preclude the
          Company from discharging its obligations under the Act or the Exchange
          Act;

               (ii) If required by Rule 430B(h) under the Act, to prepare a form
          of prospectus in a form approved by you and to file such form of
          prospectus pursuant to Rule 424(b) under the Act not later than may be
          required by Rule 424(b) under the Act; and to make no further
          amendment or supplement to such form of prospectus which shall be
          disapproved by you promptly after reasonable notice thereof;

               (iii) Promptly from time to time to take such action as you may
          reasonably request to qualify the Shares for offering and sale under
          the securities laws of such jurisdictions as you may request and to
          comply with such laws so as to permit the continuance of sales and
          dealings therein in such jurisdictions for as long as may be necessary
          to complete the distribution of the Shares, provided that in
          connection therewith the Company shall not be required to qualify as a
          foreign corporation or to take any action that would subject it to
          general service of process in any jurisdiction where it is not
          presently qualified or where it would be subject to taxation as a
          foreign corporation;

               (iv) If by the third anniversary (the "Renewal Deadline") of the
          initial effective date of the Registration Statement, any of the
          Shares remain unsold by the Underwriters, the Company will file, if it
          has not already done so and is eligible to do so, a new automatic
          shelf registration statement relating to


                                       21





          the Shares, in a form reasonably satisfactory to you. If at the
          Renewal Deadline the Company is no longer eligible to file an
          automatic shelf registration statement, the Company will, if it has
          not already done so, file a new shelf registration statement relating
          to the Shares, in a form reasonably satisfactory to you and will use
          its best efforts to cause such registration statement to be declared
          effective within 180 days after the Renewal Deadline. The Company will
          take all other action necessary or appropriate to permit the public
          offering and sale of the Shares to continue as contemplated in the
          expired registration statement relating to the Shares. References
          herein to the Registration Statement shall include such new automatic
          shelf registration statement or such new shelf registration statement,
          as the case may be;

               (v) Prior to 10:00 a.m., London time, on the Business Day next
          succeeding the date of this Agreement and during the period mentioned
          below, to furnish the Underwriters with written and electronic copies
          of the Prospectus in New York City or London in such quantities as you
          may reasonably request, and, if the delivery of a prospectus (or in
          lieu thereof, the notice referred to in Rule 173(a) under the Act) is
          required by law at any time prior to the expiration of nine months
          after the time of issue of the Prospectus in connection with the
          offering or sale of the Shares and if at such time any event shall
          have occurred as a result of which the Prospectus as then amended or
          supplemented would include an untrue statement of a material fact or
          omit to state any material fact necessary in order to make the
          statements therein, in the light of the circumstances under which they
          were made when such Prospectus (or in lieu thereof, the notice
          referred to in Rule 173(a) under the Act) is delivered, not
          misleading, or, if for any other reason it shall be necessary during
          such same period to amend or supplement the Prospectus or to file
          under the Exchange Act any document incorporated by reference in the
          Prospectus in order to comply with the Act or the Exchange Act, to
          notify you and upon your request to file such document and to prepare
          and furnish without charge to each Underwriter and to any dealer in
          securities as many written and electronic copies as you may from time
          to time reasonably request of an amended Prospectus or a supplement to
          the Prospectus which will correct such statement or omission or effect
          such compliance, and in case any Underwriter is required to deliver a
          prospectus (or in lieu thereof, the notice referred to in Rule 173(a)
          under the Act) in connection with sales of any of the Shares at any
          time nine months or more after the time of issue of the Prospectus,
          upon your request but at the expense of such Underwriter, to prepare
          and deliver to such Underwriter as many written and electronic copies
          as you may


                                       22





          request of an amended or supplemented Prospectus complying with
          Section 10(a)(3) of the Act;

               (vi) To make generally available to the Company's securityholders
          as soon as practicable, but in any event not later than eighteen
          months after the effective date of the Registration Statement (as
          defined in Rule 158(c) under the Act), an earnings statement of the
          Company and its subsidiaries (which need not be audited) complying
          with Section 11(a) of the Act and the rules and regulations of the
          Commission thereunder (including, at the option of the Company, Rule
          158);

               (vii) During the period beginning from the date hereof and
          continuing to and including the date 180 days after the date of the
          Prospectus, not to offer, sell, contract to sell, pledge, grant any
          option to purchase, make any short sale or dispose, except as provided
          hereunder, of shares of Stock or any securities of the Company that
          are substantially similar to shares of Stock, including but not
          limited to any options or warrants to purchase shares of Stock or any
          securities that are convertible into or exchangeable for, or that
          represent the right to receive, Stock or any such substantially
          similar securities (other than (A) in connection with any employee
          option, bonus, profit sharing, pension, retirement, incentive, savings
          or similar agreement, plan or award in effect as of the date of this
          Agreement, (B) upon the conversion or exchange of convertible or
          exchangeable securities outstanding as of the date of this Agreement
          or (C) in consideration for the shares or assets of a company or as
          part of a merger, acquisition, corporate reorganization or similar
          transaction, provided however that the recipient of any shares of
          Stock or other securities as contemplated by this clause (C) shall be
          bound by the obligations set forth in this subsection (vii)) without
          your prior written consent (which, with respect to clause C only,
          shall not be unreasonably withheld by the Representatives where the
          recipients of such Stock do not agree to be bound by restrictions
          contemplated in this subsection (vii));

               (viii) To pay the required Commission filing fees relating to the
          Securities within the time required by Rule 456(b)(1) under the Act
          without regard to the proviso therein and otherwise in accordance with
          Rules 456(b) and 457(r) under the Act;

               (ix) To use the net proceeds received by it from the sale of the
          Shares pursuant to this Agreement in the manner specified in the
          Pricing Prospectus and Prospectus under the caption "Use of Proceeds";


                                       23





               (x) Not to (and to cause its subsidiaries not to) take, directly
          or indirectly, any action which is designed to or which constitutes or
          which would reasonably be expected to cause or result in stabilization
          or manipulation of the price of any security of the Company, in each
          case in violation of applicable laws, to facilitate the sale or resale
          of the Shares;

               (xi) For so long as the Company has securities registered under
          the Exchange Act, to use its reasonable best efforts to maintain its
          listing of its ADSs on the New York Stock Exchange provided that the
          Company may delist its ADSs from the New York Stock Exchange in
          connection with preparing for an application to the Commission to
          deregister its securities under the Exchange Act; and

               (xii) If the Company elects to rely upon Rule 462(b), the Company
          shall file a Rule 462(b) Registration Statement with the Commission in
          compliance with Rule 462(b) by 10:00 p.m., Washington, D.C. time, on
          the date of this Agreement, and the Company shall at the time of
          filing either pay to the Commission the filing fee for the Rule 462(b)
          Registration Statement or give irrevocable instructions for the
          payment of such fee pursuant to Rule 111(b) under the Act.

          (b) The Selling Shareholder agrees with each of the Underwriters:

               (i) During the period beginning from the date hereof and
          continuing to and including the date 270 days after the date of the
          Prospectus, not to offer, sell, contract to sell, pledge, grant any
          option to purchase, make any short sale or otherwise dispose, except
          as provided hereunder of shares of Stock or any securities of the
          Company that are substantially similar to the shares of Stock,
          including but not limited to any options or warrants to purchase
          shares of Stock or any securities that are convertible into or
          exchangeable for, or that represent the right to receive, Stock or any
          such substantially similar securities (other than in connection with
          the sale by the Selling Shareholder of shares of Stock in the context
          of an acquisition, merger, corporate reorganization or similar
          transaction provided that the recipient of such shares of Stock in
          such transactions shall be bound by the obligations set forth in this
          subsection (i)) without your prior written consent;

               (ii) Prior to each Time of Delivery, to deposit, or cause to be
          deposited on its behalf, shares of Stock with the Depositary in
          accordance with the provisions of the Deposit Agreement and the
          [Letter of Instruction date [o] between the


                                       24





          Company, the Selling Shareholder and the Bank of New York (the "Letter
          of Instruction")] and otherwise to comply with the Deposit Agreement
          and such Letter of Instruction so that ADRs evidencing ADSs will be
          executed (and, if applicable, countersigned) and issued by the
          Depositary against receipt of such shares of Stock and delivered to
          purchasers procured by the Underwriters or to the Underwriters, as
          applicable, at such Time of Delivery;

               (iii) Not to (and to cause its affiliates other than the Company
          and its subsidiaries not to) take, directly or indirectly, any action
          which is designed to or which constitutes or which would reasonably be
          expected to cause or result in stabilization or manipulation of the
          price of any security of the Company, in each case in violation of
          applicable laws, to facilitate the sale or resale of the Shares.

         6. (a) Each of the Company and the Selling Shareholder represents and
agrees, severally and not jointly, that, without the prior consent of the
Representatives and the Company or Selling Shareholder, as applicable, it has
not made and will not make any offer relating to the Shares that would
constitute a "free writing prospectus" as defined in Rule 405 under the Act (a
"Free Writing Prospectus"); each Underwriter (including, for the avoidance of
doubt, each Representative) represents and agrees that, without the prior
consent of the Company, the Selling Shareholder and the Representatives, it has
not made and will not make any offer relating to the Shares that would
constitute a Free Writing Prospectus; any such Free Writing Prospectus the use
of which has been consented to by the Company, the Selling Shareholder and the
Representatives is listed on Schedule II(a) or Schedule II(b) hereto;

               (b) The Company has complied and will comply with the
          requirements of Rule 433 under the Act applicable to any Issuer Free
          Writing Prospectus, including timely filing with the Commission or
          retention where required and legending; and

               (c) The Company agrees that if at any time following issuance of
          an Issuer Free Writing Prospectus any event occurred or occurs as a
          result of which such Issuer Free Writing Prospectus would conflict
          with the information in the Registration Statement, the Pricing
          Prospectus or the Prospectus or would include an untrue statement of a
          material fact or omit to state any material fact necessary in order to
          make the statements therein, in light of the circumstances then
          prevailing, not misleading, the Company will give prompt notice
          thereof to the Selling Shareholder and the Representatives and, if
          requested by the Selling Shareholder or the Representatives, will
          prepare and furnish without charge to the Selling Shareholder and each
          Underwriter an Issuer Free Writing Prospectus or other document which
          will correct such conflict, statement or omission;


                                       25





          provided, however, that the foregoing shall not apply to any
          statements or omissions in an Issuer Free Writing Prospectus made in
          reliance upon and in conformity with information furnished in writing
          to the Company by an Underwriter through the Representatives or by the
          Selling Shareholder expressly for use therein.


           7. The Company and the Selling Shareholder covenant and agree with
     one another and, severally and not jointly, with the several Underwriters
     that (a) the Company and the Selling Shareholder will, respectively, pay or
     cause to be paid (based on whether the fee or expense is allocable to, and
     arises from, the offering of the Shares to be sold by the Company or the
     Selling Shareholder, as the case may be, hereunder and, if not so
     allocable, pro rata in proportion to the number of Shares to be sold by the
     Company and the Selling Shareholder hereunder) the following: (i) the fees,
     disbursements and expenses of the Company's counsel and accountants in
     connection with the registration of the Shares under the Act and all other
     expenses in connection with the preparation, printing, reproduction and
     filing of the Registration Statement, the Basic Prospectus, any Preliminary
     Prospectus, any Issuer Free Writing Prospectus and the Prospectus and
     amendments and supplements thereto and the mailing and delivering of copies
     thereof to the Underwriters and dealers; (ii) the fees, disbursements and
     expenses of the Selling Shareholder's counsel; (iii) the cost of printing
     or producing this Agreement, any Blue Sky and Legal Investment Memoranda,
     and closing documents (including any compilations thereof) and any other
     documents in connection with the offering, purchase, sale and delivery of
     the Shares; (iv) all expenses in connection with the qualification of the
     Shares for offering and sale under state securities laws as provided in
     Section 5(a)(iii) hereof, including the fees and disbursements of counsel
     for the Underwriters in connection with such qualification and in
     connection with the Blue Sky and legal investment surveys; (v) all fees and
     expenses in connection with the listing of the Shares on the New York Stock
     Exchange, the JSE Limited, Euronext Paris, the London Stock Exchange, the
     Australian Stock Exchange and quoting on Euronext Brussels and the filing
     fees incident thereto; and the fees and disbursements of counsel for the
     Underwriters in connection with, securing any required review by the
     National Association of Securities Dealers, Inc. of the terms of the sale
     of the Shares; (vi) to the Representatives for the account of the several
     Underwriters, $_________ in lieu of reimbursement of expenses; (vii) the
     fees and disbursements of Underwriters' counsel in connection with the
     transactions contemplated hereby; (viii) all expenses and taxes arising as
     a result of the deposit of the Shares with the Depositary and the issuance
     and delivery of ADSs; (ix) the fees and expenses (including fees and
     disbursements of their respective counsel) if any, of the Depositary and
     any custodian appointed, as applicable, under the Deposit Agreement, other
     than the fees and expenses to be paid by holders of the ADSs, as
     applicable; (x) fees and expenses of the Authorized Agent (as defined in
     Section 15 hereof); (xi) the cost of preparing stock certificates; (xii)
     the cost and charges of any transfer agent or registrar; and (xiii) all
     other costs and expenses incident to the performance of the respective
     obligations of the Company and the


                                       26





     Selling Shareholder hereunder that are not otherwise specifically provided
     for in this Section; (b) the Company will pay or cause to be paid all stamp
     or other taxes, expenses, levies (including, without limitation, any STRATE
     levy and insider trading levy payable) and duties and any other kind of tax
     or withholding tax incurred or arising in connection with the issuance and
     sale or delivery of Firm Shares by the Company to the purchasers procured
     by the Underwriters or the Underwriters, as applicable; and (c) the Selling
     Shareholder will pay or cause to be paid all stamp or other taxes,
     expenses, levies (including, without limitation, any STRATE levy and the
     insider trading levy payable) and duties and any other kind of tax or
     withholding tax incurred or arising in connection with the transfer, sale
     or delivery of Shares by the Selling Shareholder to the purchasers procured
     by the Underwriters or the Underwriters, as applicable; it being understood
     that nothing in clause (b) or (c) hereof is intended or shall be construed
     to include any income tax payable in the ordinary course by any of the
     Underwriters arising from any fee, commission or other compensation (but
     not any payment in respect of expenses pursuant to this Section 7) received
     by such Underwriter in accordance with this Agreement. In connection with
     clause (c) of the preceding sentence, the Representatives agree to pay New
     York State stock transfer tax, and the Selling Shareholder agrees to
     reimburse the Representatives for associated carrying costs if such tax
     payment is not rebated on the day of payment and for any portion of such
     tax payment not rebated. It is understood, however, that, except as
     provided in this Section, and Sections 9 and 12 hereof, the Underwriters
     will pay all of their own costs and expenses, and stock transfer taxes
     (other than any imposed by the Republic of South Africa or the United
     States or any political subdivision or taxing authority thereof or therein)
     on resale of any of the Shares, by them, and any advertising expenses
     connected with any offers they may make provided that the Underwriters
     shall be responsible for any taxes, levies or duties incurred or arising
     from any subsequent transfer, sale or delivery by an Underwriter of Shares
     registered in its name not contemplated by this Agreement.

          In each case, payment shall be made by or on behalf of the Company or
     the Selling Shareholder within fourteen days of the date of the invoice
     from the Representatives.

          To the extent that the Company does not satisfy any of its obligations
     owed to the Underwriters, if applicable, under this Section 7, the Selling
     Shareholder shall not be liable to the Underwriters with respect to such
     obligations of the Company. To the extent that the Selling Shareholder does
     not satisfy any of its obligations owed to the Underwriters, if applicable,
     under this Section 7, the Company shall not be liable to the Underwriters
     with respect to such obligations of the Selling Shareholder.

          8. The obligations of the Underwriters hereunder, as to the Shares to
     be delivered at each Time of Delivery, shall be subject, in their
     discretion, to the condition that all representations and warranties and
     other statements of the Company and of the Selling Shareholder herein are,
     at and as of such Time of Delivery, true and correct, the condition that
     the Company and the Selling


                                       27





     Shareholder not be in breach of any of their obligations under this
     Agreement in any respect that is material on or before such Time of
     Delivery, and the following additional conditions:

               (a) The Prospectus shall have been filed with the Commission
          pursuant to Rule 424(b) under the Act within the applicable time
          period prescribed for such filing by the rules and regulations under
          the Act and in accordance with Section 5(a) hereof; all material
          required to be filed by the Company pursuant to Rule 433(d) under the
          Act shall have been filed with the Commission within the applicable
          time period prescribed for such filing by Rule 433; no stop order
          suspending the effectiveness of the Registration Statement or any part
          thereof shall have been issued and no proceeding for that purpose
          shall have been initiated or threatened by the Commission and no
          notice of objection of the Commission to the use of the Registration
          Statement pursuant to Rule 401(g)(2) under the Act shall have been
          received; no stop order suspending or preventing the use of the
          Prospectus or any Issuer Free Writing Prospectus shall have been
          initiated or threatened by the Commission; and all requests for
          additional information on the part of the Commission shall have been
          complied with to your reasonable satisfaction;

               (b) Davis Polk & Wardwell, United States counsel for the
          Underwriters, shall have furnished to you their written opinion, dated
          such Time of Delivery, in form and substance customary and reasonably
          satisfactory to the Representatives, together with signed or
          reproduced copies of such letter for each of the other Underwriters;

               (c) Shearman & Sterling, LLP, United States counsel for the
          Company, shall have furnished to you their written opinion, dated such
          Time of Delivery, in form and substance customary and reasonably
          satisfactory to the Representatives, together with signed or
          reproduced copies of such letter for each of the other Underwriters;

               In rendering such opinion, such counsel may state that they
          express no opinion as to the laws of any jurisdiction outside the
          United States;

               (d) Mervyn Taback Inc., South African counsel for the Company
          shall have furnished to you their written opinion, dated such Time of
          Delivery, in form and substance customary and reasonably satisfactory
          to the Representatives, together with signed or reproduced copies of
          such letter for each of the other Underwriters;

               (e) Emmet, Marvin & Martin, LLP, counsel for the Depositary,
          shall have furnished to you their written opinion, dated such Time of
          Delivery, in form and substance customary and reasonably satisfactory
          to the Representatives, together with signed or reproduced copies of
          such letter for each of the other Underwriters;


                                       28





               (f) Sullivan & Cromwell LLP, United States counsel for the
          Selling Shareholder, shall have furnished to you their written
          opinion, dated such Time of Delivery, in form and substance customary
          and reasonably satisfactory to the Representatives, together with
          signed or reproduced copies of such letter for each of the other
          Underwriters;

               In rendering such opinion, such counsel may state that they
          express no opinion as to the laws of any jurisdiction outside the
          United States;

               (g) Webber Wentzel Bowens, South African counsel for the Selling
          Shareholder, shall have furnished to you their written opinion, dated
          such Time of Delivery, in form and substance customary and reasonably
          satisfactory to the Representatives, together with signed or
          reproduced copies of such letter for each of the other Underwriters;

               (h) Peter Arthur, Special Counsel for the Selling Shareholder,
          shall have furnished to you his written opinion , dated such Time of
          Delivery, in form and substance customary and reasonably satisfactory
          to the Representatives, together with signed or reproduced copies of
          such letter for each of the other Underwriters;

               In rendering such opinion, such counsel may state that they
          express no opinion as to the laws of any jurisdiction outside the
          Republic of South Africa and in rendering an opinion with respect to
          the transfer of good and valid title to the Shares to be delivered by
          the Selling Shareholder, such counsel may rely upon a certificate of
          the Selling Shareholder in respect of matters of fact as to ownership
          of and liens, encumbrances, equities or claims on, the Shares sold by
          the Selling Shareholder, provided that such counsel shall state that
          they believe that both you and they are justified in relying upon such
          certificate;

               (i) On each of the date of each Preliminary Prospectus, the date
          hereof and each Time of Delivery, Ernst & Young shall have furnished
          to you a letter or letters, dated the respective dates of delivery
          thereof in form and substance customary and reasonably satisfactory to
          the Representatives, together with signed or reproduced copies of such
          letter for each of the other Underwriters;

               (j) On each of the date of each Preliminary Prospectus, the date
          hereof and each Time of Delivery, PricewaterhouseCoopers Inc. shall
          have furnished to you a letter or letters, dated the respective dates
          of delivery thereof in form and substance customary and reasonably
          satisfactory to the Representatives, together with signed or
          reproduced copies of such letter for each of the other Underwriters;

               (k) On each of the date of each Preliminary Prospectus, the date
          hereof and each Time of Delivery, KPMG Inc. shall have furnished to


                                       29





          you a letter or letters, dated the respective dates of delivery
          thereof in form and substance customary and reasonably satisfactory to
          the Representatives, together with signed or reproduced copies of such
          letter for each of the other Underwriters;

               (l) At and as of such Time of Delivery (i) neither the Company
          nor any of its subsidiaries shall have sustained since the date of the
          latest audited financial statements included or incorporated by
          reference in the Pricing Prospectus any loss or interference with its
          business from fire, explosion, flood or other calamity, whether or not
          covered by insurance, or from any labor dispute or court or
          governmental action, order or decree, in each case materially adverse
          to the Company and its subsidiaries taken as a whole, otherwise than
          as set forth or contemplated in the Pricing Prospectus, and (ii) since
          the respective dates as of which information is given in the Pricing
          Prospectus there shall not have been any material adverse change in
          the capital stock of the Company or any material increase in the long
          term debt of the Company and its subsidiaries taken as a whole or any
          change, or any development involving a prospective change, in or
          affecting the business affairs, management, financial position,
          shareholders' equity or results of operations of the Company and its
          subsidiaries taken as a whole, in each case otherwise than as set
          forth or contemplated in the Pricing Prospectus, the effect of which,
          in any such case described in clause (i) or (ii), is in the judgment
          of the Representatives so material and adverse as to make it
          impracticable or inadvisable to proceed with the public offering or
          the delivery of the Shares being delivered at such Time of Delivery on
          the terms and in the manner contemplated in the Pricing Prospectus;

               (m) On or after the Applicable Time until such Time of Delivery
          (i) no downgrading shall have occurred in the rating accorded the
          Company's debt securities by rating agency Fitch or preferred stock by
          any "nationally recognized statistical rating organization," as that
          term is defined by the Commission for purposes of Rule 436(g)(2) under
          the Act, (ii) Fitch shall not have publicly announced that it has
          under its surveillance or review, with possible negative implications,
          its rating of the Company's debt securities, and (iii) no nationally
          recognized statistical rating organization shall have publicly
          announced that it has under surveillance or review, with possible
          negative implications, its rating of the Company's preferred stock;

               (n) At and as of such Time of Delivery, the Company shall have
          obtained and delivered to the Representatives executed copies of an
          agreement from each of the directors of the Company, substantially to
          the effect set forth in Section 5(a)(vii) hereof in form and substance
          satisfactory to the Representatives;

               (o) On or after the Applicable Time until such Time of Delivery
          there shall not have occurred any of the following: (i) a suspension
          or material limitation in trading in securities generally on the New
          York Stock Exchange, the London Stock Exchange and/or the JSE Limited;
          (ii) a suspension or


                                       30





          material limitation in trading in the Company's securities on the New
          York Stock Exchange or the JSE Limited; (iii) a general moratorium on
          commercial banking activities in New York, the Republic of South
          Africa or London declared by the relevant authorities, or a material
          disruption in commercial banking or securities settlement or clearance
          services in the United States, or the Republic of South Africa or the
          United Kingdom; (iv) a change or development involving a prospective
          change in the Republic of South Africa taxation adversely affecting
          the Shares or the transfer thereof; (v) the outbreak or escalation of
          hostilities involving the United States, the Republic of South Africa
          or the United Kingdom or the declaration by the United States, the
          Republic of South Africa or the United Kingdom of a national emergency
          or war or (vi) the occurrence of any other calamity or crisis or any
          change in financial, political or economic conditions or currency
          exchange rates or controls in the United States, the Republic of South
          Africa or the United Kingdom or elsewhere, if the effect of any such
          event specified in clause (v) or (vi) in the reasonable judgment of
          the Representatives makes it impracticable or inadvisable to proceed
          with the public offering or the delivery of the Shares being delivered
          at such Time of Delivery on the terms and in the manner contemplated
          in the Prospectus;

               (p) At and as of such Time of Delivery, the Shares shall continue
          to be duly listed, subject to notice of issuance, on the JSE Limited,
          the New York Stock Exchange (in the form of ADSs) and the London Stock
          Exchange;

               (q) At and as of such Time of Delivery, the Depositary shall have
          furnished or caused to be furnished to you at such Time of Delivery
          certificates satisfactory to you evidencing the deposit with it of the
          Shares being so deposited against issuance of ADRs evidencing the ADSs
          to be delivered by the Company and the Selling Shareholder at such
          Time of Delivery, and the execution, countersignature (if applicable),
          issuance and delivery of ADRs evidencing such ADSs pursuant to the
          Deposit Agreement;

               (r) The Company shall have complied with the provisions of
          Section 5(a)(v) hereof with respect to the furnishing of prospectuses
          on the Business Day next succeeding the date of this Agreement; and

               (s) The Company and the Selling Shareholder shall have furnished
          or caused to be furnished to you at and as of such Time of Delivery
          certificates of officers of the Company and of the Selling
          Shareholder, respectively, as to the accuracy of the representations
          and warranties of the Company and the Selling Shareholder,
          respectively, herein at and as of such Time of Delivery, as to the
          performance, in all material respects, by the Company and the Selling
          Shareholder of their respective obligations hereunder to be performed
          at or prior to such Time of Delivery, and the Company shall have
          furnished or caused to be furnished certificates as to the matters set
          forth in subsections (a) and (l) of this Section.



                                       31





          9. (a) The Company will indemnify and hold harmless each Underwriter
     against any losses, claims, damages or liabilities, joint or several, to
     which such Underwriter may become subject, under the Act or otherwise,
     insofar as such losses, claims, damages or liabilities (or actions in
     respect thereof) arise out of or are based upon an untrue statement or
     alleged untrue statement of a material fact contained in the ADS
     Registration Statement, the Registration Statement, the Basic Prospectus,
     any Preliminary Prospectus, the Pricing Prospectus, the Prospectus, or any
     amendment or supplement thereto, any Issuer Free Writing Prospectus or any
     "issuer information" filed or required to be filed pursuant to Rule 433(d)
     under the Act, or arise out of or are based upon the omission or alleged
     omission to state therein a material fact required to be stated therein or
     necessary to make the statements therein not misleading, and will reimburse
     each Underwriter for any legal or other expenses reasonably incurred by
     such Underwriter in connection with investigating or defending any such
     action or claim as such expenses are incurred; provided, however, that the
     Company shall not be liable in any such case to the extent that any such
     loss, claim, damage or liability arises out of or is based upon an untrue
     statement or alleged untrue statement or omission or alleged omission made
     in the ADS Registration Statement the Registration Statement, the Basic
     Prospectus, the Pricing Prospectus, any Preliminary Prospectus, the
     Prospectus, or any amendment or supplement thereto, or any Issuer Free
     Writing Prospectus, in reliance upon and in conformity with written
     information furnished to the Company by any Underwriter through the
     Representatives expressly for use therein or Selling Shareholder
     Information.

               (b) The Selling Shareholder will indemnify and hold harmless each
          Underwriter against any losses, claims, damages or liabilities, joint
          or several, to which such Underwriter may become subject, under the
          Act or otherwise, insofar as such losses, claims, damages or
          liabilities (or actions in respect thereof) arise out of or are based
          upon an untrue statement or alleged untrue statement of a material
          fact contained in the ADS Registration Statement, the Registration
          Statement, the Basic Prospectus, any Preliminary Prospectus, the
          Pricing Prospectus, the Prospectus, or any amendment or supplement
          thereto or any Issuer Free Writing Prospectus or arise out of or are
          based upon the omission or alleged omission to state therein a
          material fact required to be stated therein or necessary to make the
          statements therein not misleading, in each case to the extent, but
          only to the extent, that such untrue statement or alleged untrue
          statement or omission or alleged omission was made in the ADS
          Registration Statement, the Registration Statement, the Basic
          Prospectus, any Preliminary Prospectus, the Pricing Prospectus, the
          Prospectus, or any amendment or supplement thereto or any Issuer Free
          Writing Prospectus in reliance upon and in conformity with the Selling
          Shareholder Information, and will reimburse each Underwriter for any
          legal or other expenses reasonably incurred by such Underwriter in
          connection with investigating or defending any such action or claim as
          such expenses are


                                       32





          incurred; provided, however, that the Selling Shareholder shall not be
          liable in any such case to the extent that any such loss, claim,
          damage or liability arises out of or is based upon an untrue statement
          or alleged untrue statement or omission or alleged omission made in
          the ADS Registration Statement, the Registration Statement, the Basic
          Prospectus, the Pricing Prospectus, any Preliminary Prospectus, the
          Prospectus, or any such amendment or supplement thereto, or any Issuer
          Free Writing Prospectus, in reliance upon and in conformity with
          written information furnished to the Company by any Underwriter
          through the Representatives expressly for use therein. The liability
          of the Selling Shareholder under the indemnity agreement contained in
          this subsection (b) shall be limited to an amount equal to the
          aggregate purchase price of the Shares sold by the Selling Shareholder
          under this Agreement.

               (c) Each Underwriter will indemnify and hold harmless the Company
          and the Selling Shareholder against any losses, claims, damages or
          liabilities to which the Company or the Selling Shareholder may become
          subject, under the Act or otherwise, insofar as such losses, claims,
          damages or liabilities (or actions in respect thereof) arise out of or
          are based upon an untrue statement or alleged untrue statement of a
          material fact contained in the Registration Statement, the Basic
          Prospectus, any Preliminary Prospectus, the Pricing Prospectus, the
          Prospectus, the ADS Registration Statement, or any amendment or
          supplement thereto, or any Issuer Free Writing Prospectus, or arise
          out of or are based upon the omission or alleged omission to state
          therein a material fact required to be stated therein or necessary to
          make the statements therein not misleading, in each case to the
          extent, but only to the extent, that such untrue statement or alleged
          untrue statement or omission or alleged omission was made in the
          Registration Statement, the Basic Prospectus, any Preliminary
          Prospectus, the Pricing Prospectus, the Prospectus, the ADS
          Registration Statement, or any amendment or supplement thereto, or any
          Issuer Free Writing Prospectus, in reliance upon and in conformity
          with written information furnished to the Company by such Underwriter
          through the Representatives expressly for use therein; and will
          reimburse the Company and the Selling Shareholder for any legal or
          other expenses reasonably incurred by the Company or the Selling
          Shareholder in connection with investigating or defending any such
          action or claim as such expenses are incurred.

               (d) Promptly after receipt by an indemnified party under
          subsection (a), (b) or (c) above of notice of the commencement of
          any action, such indemnified party shall, if a claim in respect
          thereof is to be made against an indemnifying party under such
          subsection, notify the indemnifying party in writing of the
          commencement thereof; but the omission so to notify the indemnifying
          party shall not relieve it from any liability which it may have to any
          indemnified party otherwise than under


                                       33





          such subsection. In case any such action shall be brought against any
          indemnified party and it shall notify the indemnifying party of the
          commencement thereof, the indemnifying party shall be entitled to
          participate therein and, to the extent that it shall wish, jointly
          with any other indemnifying party similarly notified, to assume the
          defense thereof, with counsel satisfactory to such indemnified party
          (which shall not, except with the consent of the indemnified party, be
          counsel to the indemnifying party), and, after notice from the
          indemnifying party to such indemnified party of its election so to
          assume the defense thereof, the indemnifying party shall not be liable
          to such indemnified party under such subsection for any legal expenses
          of other counsel or any other expenses, in each case subsequently
          incurred by such indemnified party, in connection with the defense
          thereof other than reasonable costs of investigation. No indemnifying
          party shall, without the written consent of the indemnified party,
          effect the settlement or compromise of, or consent to the entry of any
          judgment with respect to, any pending or threatened action or claim in
          respect of which indemnification or contribution may be sought
          hereunder (whether or not the indemnified party is an actual or
          potential party to such action or claim) unless such settlement,
          compromise or judgment (i) includes an unconditional release of the
          indemnified party from all liability arising out of such action or
          claim and (ii) does not include a statement as to or an admission of
          fault, culpability or a failure to act, by or on behalf of any
          indemnified party.

               (e) If the indemnification provided for in this Section 9 is
          unavailable to or insufficient to hold harmless an indemnified party
          under subsection (a), (b) or (c) above in respect of any losses,
          claims, damages or liabilities (or actions in respect thereof)
          referred to therein, then each indemnifying party shall contribute to
          the amount paid or payable by such indemnified party as a result of
          such losses, claims, damages or liabilities (or actions in respect
          thereof) in such proportion as is appropriate to reflect the relative
          benefits received by the Company and the Selling Shareholder on the
          one hand and the Underwriters on the other from the offering of the
          Shares. If, however, the allocation provided by the immediately
          preceding sentence is not permitted by applicable law or if the
          indemnified party failed to give the notice required under subsection
          (d) above, then each indemnifying party shall contribute to such
          amount paid or payable by such indemnified party in such proportion as
          is appropriate to reflect not only such relative benefits but also the
          relative fault of the Company and the Selling Shareholder on the one
          hand and the Underwriters on the other in connection with the
          statements or omissions which resulted in such losses, claims, damages
          or liabilities (or actions in respect thereof), as well as any other
          relevant equitable considerations. The relative benefits received by
          the Company and the Selling Shareholder on the one hand and the
          Underwriters on the other shall be deemed to be in the same proportion
          as the total net proceeds from the offering of the Shares purchased
          under


                                       34





          this Agreement (before deducting expenses) received by the Company and
          the Selling Shareholder bear to the total underwriting discounts and
          commissions received by the Underwriters with respect to the Shares
          purchased under this Agreement, in each case as set forth in the table
          on the cover page of the Prospectus. The relative fault shall be
          determined by reference to, among other things, whether the untrue or
          alleged untrue statement of a material fact or the omission or alleged
          omission to state a material fact relates to information supplied by
          the Company or the Selling Shareholder on the one hand or the
          Underwriters on the other and the parties' relative intent, knowledge,
          access to information and opportunity to correct or prevent such
          statement or omission. The Company, the Selling Shareholder and the
          Underwriters agree that it would not be just and equitable if
          contributions pursuant to this subsection (e) were determined by pro
          rata allocation (even if the Underwriters were treated as one entity
          for such purpose) or by any other method of allocation which does not
          take account of the equitable considerations referred to above in this
          subsection (e). The amount paid or payable by an indemnified party as
          a result of the losses, claims, damages or liabilities (or actions in
          respect thereof) referred to above in this subsection (e) shall be
          deemed to include any legal or other expenses reasonably incurred by
          such indemnified party in connection with investigating or defending
          any such action or claim. Notwithstanding the provisions of this
          subsection (e), no Underwriter shall be required to contribute any
          amount in excess of the amount by which the total price at which the
          Shares underwritten by it and distributed to the public were offered
          to the public exceeds the amount of any damages which such Underwriter
          has otherwise been required to pay by reason of such untrue or alleged
          untrue statement or omission or alleged omission. No person guilty of
          fraudulent misrepresentation (within the meaning of Section 11(f) of
          the Act) shall be entitled to contribution from any person who was not
          guilty of such fraudulent misrepresentation. The Underwriters'
          obligations in this subsection (e) to contribute are several in
          proportion to their respective underwriting obligations and not joint.

               (f) The obligations of the Company and the Selling Shareholder
          under this Section 9 shall be in addition to any liability which the
          Company and the Selling Shareholder may otherwise have and shall
          extend, upon the same terms and conditions, to each person, if any,
          who controls any Underwriter within the meaning of the Act and each
          broker-dealer affiliate of any Underwriter; and the obligations of the
          Underwriters under this Section 9 shall be in addition to any
          liability which the respective Underwriters may otherwise have and
          shall extend, upon the same terms and conditions, to each officer and
          director of the Company (including any person who, with his or her
          consent, is named in the Registration Statement as about to become a
          director of the Company) and


                                       35





          to each person, if any, who controls the Company or the Selling
          Shareholder within the meaning of the Act.

          10. (a) If any Underwriter shall default in its obligation to procure
     purchasers for or, failing that, refuse to purchase the Shares which it has
     agreed to purchase hereunder at a Time of Delivery, you may in your
     discretion arrange for you or another party or other parties to purchase
     such Shares on the terms contained herein. If within thirty six hours after
     such default you do not make arrangements satisfactory to you, the Company
     and the Selling Shareholder for the purchase of such Shares, then the
     Company and the Selling Shareholder shall be entitled to a further period
     of thirty six hours within which to procure another party or other parties
     satisfactory to you to purchase such Shares on such terms. In the event
     that, within the respective prescribed periods, you notify the Company and
     the Selling Shareholder that you have so arranged for the purchase of such
     Shares, or the Company and the Selling Shareholder notify you that they
     have so arranged for the purchase of such Shares, you or the Company and
     the Selling Shareholder shall have the right to postpone such Time of
     Delivery for a period of not more than seven days, in order to effect
     whatever changes may thereby be made necessary in the Registration
     Statement or the Prospectus, or in any other documents or arrangements, and
     the Company agrees to file promptly any amendments or supplements to the
     Registration Statement or the Prospectus which in your opinion may thereby
     be made necessary. The term "Underwriter" as used in this Agreement shall
     include any person substituted under this Section with like effect as if
     such person had originally been a party to this Agreement with respect to
     such Shares.

               (b) If, after giving effect to any arrangements for the purchase
          of the Shares of a defaulting Underwriter or Underwriters by you and
          the Company and the Selling Shareholder as provided in subsection (a)
          above, the aggregate number of such Shares which remains unpurchased
          does not exceed one eleventh of the aggregate number of all of the
          Shares to be purchased at such Time of Delivery, then the Company and
          the Selling Shareholder shall have the right to require each non
          defaulting Underwriter to purchase the number of Shares which such
          Underwriter agreed to purchase hereunder at such Time of Delivery and,
          in addition, to require each non defaulting Underwriter to purchase
          its pro rata share (based on the number of Shares which such
          Underwriter agreed to procure purchasers for or, failing that,
          purchase hereunder) of the Shares of such defaulting Underwriter or
          Underwriters for which such arrangements have not been made; but
          nothing herein shall relieve a defaulting Underwriter from liability
          for its default.

               (c) If, after giving effect to any arrangements for the purchase
          of the Shares of a defaulting Underwriter or Underwriters by you and
          the Company and the Selling Shareholder as provided in subsection (a)
          above, the aggregate number of such Shares which remains unpurchased
          exceeds one-eleventh of the aggregate number of all of the Shares to
          be purchased


                                       36





          at such Time of Delivery, or if the Company and the Selling
          Shareholder shall not exercise the right described in subsection (b)
          above to require non defaulting Underwriters to procure purchasers for
          or to purchase Shares of a defaulting Underwriter or Underwriters,
          then this Agreement (or, with respect to the Second Time of Delivery,
          the obligations of the Underwriters to procure purchasers for or,
          failing that, purchase and of the Selling Shareholder to sell the
          Optional Shares) shall thereupon terminate, without liability on the
          part of any non defaulting Underwriter or the Company or the Selling
          Shareholder, except for the expenses to be borne by the Company and
          the Selling Shareholder and the Underwriters as provided in Section 7
          hereof and the indemnity and contribution agreements in Section 9
          hereof; but nothing herein shall relieve a defaulting Underwriter from
          liability for its default.

          11. The respective indemnities, agreements, representations,
     warranties and other statements of the Company, the Selling Shareholder and
     the several Underwriters, as set forth in this Agreement or made by or on
     behalf of them, respectively, pursuant to this Agreement, shall remain in
     full force and effect, regardless of any investigation (or any statement as
     to the results thereof) made by or on behalf of any Underwriter or any
     controlling person of any Underwriter, or the Company, or any of the
     Selling Shareholder, or any officer or director or controlling person of
     the Company, or any controlling person of the Selling Shareholder, and
     shall survive delivery of and payment for the Shares.

          12. If this Agreement shall be terminated pursuant to Section 10
     hereof, neither the Company nor the Selling Shareholder shall then be under
     any liability to any Underwriter except as provided in Sections 7 and 9
     hereof; but, if for any other reason any Shares are not delivered by or on
     behalf of the Company and the Selling Shareholder as provided herein, the
     Company and the Selling Shareholder pro rata (based on the number of Shares
     to be sold by the Company and the Selling Shareholder hereunder) will
     reimburse the Underwriters through you for all out of pocket expenses
     approved in writing by you, including fees and disbursements of counsel,
     reasonably incurred by the Underwriters in making preparations for the
     procuring of purchasers or, failing that, purchase, sale and delivery of
     the Shares not so delivered, but the Company and the Selling Shareholder
     shall then be under no further liability to any Underwriter in respect of
     the Shares not so delivered except as provided in Sections 7 and 9 hereof.

          13. In all dealings hereunder, you shall act on behalf of each of the
     Underwriters, and the parties hereto shall be entitled to act and rely upon
     any statement, request, notice or agreement on behalf of any Underwriter
     made or given by you jointly or by the Representatives on behalf of you as
     the representatives; and in all dealings with the Selling Shareholder
     hereunder, you and the Company shall be entitled to act and rely upon any
     statement, request, notice or agreement on by the Selling Shareholder.


                                       37





          All statements, requests, notices, agreements and other communications
     hereunder shall be in writing, and if to the Underwriters shall be
     delivered or sent by mail, telex or facsimile transmission to you as the
     representatives in care of the Representatives at each of the following:
     (A) Goldman, Sachs & Co. One New York Plaza, 42nd Floor, New York, New York
     10004, United States, Attention: Registration Department, fax
     +1-212-902-3000 and (B) UBS Limited, 1 Finsbury Avenue, London EC2M 2PP,
     United States, Attention: Equity Capital Markets, fax: +44-20-7568-1081,
     with a further copy sent to +44-20-7567-2364 marked for the attention of
     Transactions Legal; if to the Selling Shareholder shall be delivered or
     sent by mail or facsimile transmission to the attention of the Selling
     Shareholder's Company Secretary, 44 Main Street, Johannesburg 2001, South
     Africa, fax number: +27-11-638-2455, with a copy to Christopher L. Mann,
     Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004-2498,
     United States, fax number +1-212-558-3588; and if to the Company shall be
     delivered or sent by mail, telex or facsimile transmission to the address
     of the Company set forth in the Registration Statement, Attention:
     Secretary; provided, however, that any notice to an Underwriter pursuant to
     Section 9(d) hereof shall be delivered or sent by mail, telex or facsimile
     transmission to such Underwriter at its address set forth in its
     Underwriters' Questionnaire or telex constituting such Questionnaire, which
     address will be supplied to the Company or the Selling Shareholder by you
     upon request. Any such statements, requests, notices, agreements and other
     communications shall, if sent by fax, conclusively be deemed to have been
     given or served at the time of dispatch upon generation of transmission
     confirmation and, if sent by post, be conclusively deemed to have been
     received 48 hours from the time of posting.

          14. This Agreement shall be binding upon, and inure solely to the
     benefit of, the Underwriters, the Company and the Selling Shareholder and,
     to the extent provided in Sections 9 and 11 hereof, the officers and
     directors of the Company and each person who controls the Company, the
     Selling Shareholder or any Underwriter, and their respective heirs,
     executors, administrators, successors and assigns, and no other person
     shall acquire or have any right under or by virtue of this Agreement. No
     purchaser of any of the Shares from any Underwriter shall be deemed a
     successor or assign by reason merely of such purchase.

          15. Each of the parties hereto irrevocably (i) agrees that any legal
     suit, action or proceeding against the Company or the Selling Shareholder
     brought by any Underwriter or by any person who controls any Underwriter
     arising out of or based upon this Agreement or the transactions
     contemplated hereby may be instituted in any Federal or State court in the
     Borough of Manhattan, The City of New York (each a "New York Court"), (ii)
     waives, to the fullest extent permitted by law any objection which it may
     now or hereafter have to the laying of venue of any such proceeding and
     (iii) submits to the exclusive jurisdiction of such courts in any such
     suit, action or proceeding. The Company has appointed AngloGold Ashanti
     North America Inc., 7400 East Orchard Road, Suite 350, Greenwood Village,
     Colorado 80111 and the Selling Shareholder has appointed CT


                                       38





     Corporation System, 111 Eighth Avenue, 13th Floor, New York, New York
     10011, as their respective authorized agents (the "Authorized Agents") upon
     whom process may be served in any such action arising out of or based on
     this Agreement or the transactions contemplated hereby which may be
     instituted in any New York Court by any Underwriter or by any person who
     controls any Underwriter, expressly consents to the jurisdiction of any
     such court in respect of any such action, and waives any other requirements
     of or objections to personal jurisdiction with respect thereto. Such
     appointment shall be irrevocable for five years from the date of this
     Agreement. Each of the Company and the Selling Shareholder represents and
     warrants that their respective Authorized Agents have agreed to act as such
     agent for service of process and agree to take any and all action,
     including the filing of any and all documents and instruments, that may be
     necessary to continue such appointment in full force and effect as
     aforesaid. Service of process upon an Authorized Agent and written notice
     of such service to the Company or the Selling Shareholder, as applicable,
     shall be deemed, in every respect, effective service of process upon the
     Company or the Selling Shareholder, as applicable.

          16. In respect of any judgment or order given or made for any amount
     due hereunder that is expressed and paid in a currency (the "judgment
     currency") other than United States dollars, the Company and the Selling
     Shareholder, as the case may be, will, severally and not jointly, indemnify
     each Underwriter against any loss incurred by such Underwriter as a result
     of any variation as between (i) the rate of exchange at which the United
     States dollar amount is converted into the judgment currency for the
     purpose of such judgment or order and (ii) the rate of exchange at which an
     Underwriter is able to purchase United States dollars with the amount of
     the judgment currency actually received by such Underwriter. The foregoing
     indemnity shall constitute a separate and independent obligation of the
     Company and the Selling Shareholder and shall continue in full force and
     effect notwithstanding any such judgment or order as aforesaid. The term
     "rate of exchange" shall include any premiums and costs of exchange payable
     in connection with the purchase of or conversion of the judgment currency
     into United States dollars.

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

          18. The Company and the Selling Shareholder acknowledge and agree that
     (i) the procurement of purchasers for or, failing that, the purchase of and
     sale of the Shares pursuant to this Agreement is an arm's-length commercial
     transaction between the Company and the Selling Shareholder, on the one
     hand, and the several Underwriters, on the other, solely in connection
     therewith and with the process leading to such transaction each Underwriter
     is acting solely as a principal and not the agent or fiduciary of the
     Company or the Selling Shareholder, (iii) no Underwriter has assumed an
     advisory or fiduciary


                                       39





     responsibility in favor of the Company or the Selling Shareholder with
     respect to the offering contemplated hereby or the process leading thereto
     (irrespective of whether such Underwriter has advised or is currently
     advising the Company or the Selling Shareholder on other matters) or any
     other obligation to the Company or the Selling Shareholder except the
     obligations expressly set forth in this Agreement and (iv) the Company and
     the Selling Shareholder have consulted their own legal and financial
     advisors to the extent each deemed appropriate. The Company and the Selling
     Shareholder agree that they will not claim that the Underwriters, or any of
     them, has rendered advisory services of any nature or respect, or owes a
     fiduciary or similar duty to the Company or the Selling Shareholder, in
     connection with such transaction or the process leading thereto.

          This Agreement supersedes all prior agreements (except the engagement
     letter between UBS Limited and the Company dated as of March 23, 2006) and
     understandings (whether written or oral) between the Company, the Selling
     Shareholder and the Underwriters, or any of them, with respect to the
     subject matter hereof.

          For the avoidance of doubt, the provisions of this Section 18 shall
     not apply to or affect any obligation that any party may have to any other
     party pursuant to the engagement letter referred to above.

          19. This Agreement shall be governed by and construed in accordance
     with the laws of the State of New York.

          20. The Company, the Selling Shareholder and each of the Underwriters
     hereby irrevocably waives, to the fullest extent permitted by applicable
     law, any and all right to trial by jury in any legal proceeding arising out
     of or relating to this Agreement or the transactions contemplated hereby.

          21. This Agreement may be executed by any one or more of the parties
     hereto in any number of counterparts, each of which shall be deemed to be
     an original, but all such counterparts shall together constitute one and
     the same instrument.

                                    * * * * *

          If the foregoing is in accordance with your understanding, please sign
     and return to us one for the Company and for each of the Representatives
     plus one for each counsel counterparts hereof, and upon the acceptance
     hereof by you, on behalf of each of the Underwriters, this letter and such
     acceptance hereof shall constitute a binding agreement among each of the
     Underwriters, the Company, the Selling Shareholder.


                                       40





                                          Very truly yours,

                                          ANGLOGOLD ASHANTI LIMITED
                                          By:
                                              ---------------------------------
                                          Name:
                                          Title:


                                          By:
                                              ---------------------------------
                                          Name:
                                          Title:


                                          ANGLO SOUTH AFRICA CAPITAL
                                          (PROPRIETARY) LIMITED


                                          By:
                                              ---------------------------------
                                          Name:
                                          Title:


                                       41





       Accepted as of the date hereof at
       London, United Kingdom

         GOLDMAN, SACHS & CO.
         By:
             -----------------------------------
         Name:
         Title:


         UBS LIMITED
         By:
             -----------------------------------
         Name:
         Title:

         UBS LIMITED
         By:
             -----------------------------------
         Name:
         Title:

       For themselves and on behalf of each of the several
       Underwriters listed in Schedule I hereto.


                                       42





                                   SCHEDULE I





                                                                          Number of Optional Shares to
                                           Total Number of Firm Shares      be Purchased if Maximum
                                                 to be Purchased              Option Exercised
                                          -----------------------------  ------------------------------
                                                                
                                                          Anglo South
                                            AngloGold   Africa Capital
                                             Ashanti     (Proprietary)   Anglo South Africa Capital
Underwriter                                  Limited        Limited         (Proprietary) Limited
----------------------------------------
Goldman, Sachs & Co......................
UBS Limited..............................
J.P. Morgan Securities Ltd...............
BMO Nesbitt Burns Inc....................

   Total.................................
                                           ----------- ---------------- -----------------------------




                                      Sch-I





                                   SCHEDULE II


               (a) Materials other than the Pricing Prospectus that comprise the
          Pricing Disclosure Package:



               (b) Issuer Free Writing Prospectuses not included in the Pricing
          Disclosure Package:

                    o    Electronic roadshow related to the offering
                         contemplated herein recorded at Capetown, South Africa
                         on March 29, 2006 and made available at
                         http://www.netroadshow.com.

               (c) Additional Documents Incorporated by Reference:


                                     Sch-II





                                  SCHEDULE III

                            AngloGold Ashanti Limited
                             AngloGold Holdings plc
                     AngloGold Offshore Investments Limited
                        AngloGold Ashanti (Ghana) Limited
                            Geita Gold Mining Limited
                               Cluff Resources Ltd
                         Societe de Mines de Morila S.A.
                                 Morila Limited
                       AngloGold Ashanti Australia Limited
                     AngloGold Investments Australia Pty Ltd
                       AngloGold Finance Australia Limited
                  AngloGold Finance Australia Holdings Limited
                 AngloGold Australia Investment Holdings Limited
                    AngloGold Investments Australasia Limited
                              Cerro Vanguardia S.A.
                           Mineracao Serra Grande S.A.
                           Mineracao Morro Velho Ltda
                              AngloGold Brasil Ltda
                           AngloGold South America Ltd


                                    Sch-III





                                   SCHEDULE IV


          1.   The number of ordinary shares (but not the percentage) of the
               Company held by the Selling Shareholder prior to and immediately
               after the offering, set forth in the table in the first paragraph
               under the caption "Selling Shareholder" in the Pricing
               Prospectus.

          2.   The second paragraph under the caption "Selling Shareholder" in
               the Pricing Prospectus, regarding the ownership of the Selling
               Shareholder by Anglo American plc and the beneficial ownership of
               the Company by Anglo American plc.

          3.   The third paragraph under the caption "Selling Shareholder" in
               the Pricing Prospectus, describing the Anglo American group.

          4.   The forth paragraph under the caption "Selling Shareholder" in
               the Pricing Prospectus, regarding a reduction of the number of
               such Anglo American plc-affiliated directors following a
               reduction in the Selling Shareholder's ownership interest in the
               Company.


                                     Sch-IV





                                   SIGNATURES


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



                                              ANGLOGOLD ASHANTI LIMITED


Date: April 10, 2006                          By: /s/ C R BULL
                                                  ------------

                                              Name:   C R Bull
                                              Title:  Company Secretary