Registration Rights Agreement (2006)Full Document 

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                                     between

                            ANGLOGOLD ASHANTI LIMITED


                                       and


                ANGLO SOUTH AFRICA CAPITAL  LIMITED





                           Dated as of March 23, 2006



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                          REGISTRATION RIGHTS AGREEMENT

         REGISTRATION RIGHTS AGREEMENT, dated as of March 23, 2006 (the
"Agreement"), between ANGLOGOLD ASHANTI LIMITED, a company incorporated in the
Republic of South Africa (the "Company"), and ANGLO SOUTH AFRICA CAPITAL
(PROPRIETARY) LIMITED, a company incorporated in the Republic of South Africa
(together with its permitted assignees, "Selling Shareholder").

         WHEREAS, Selling Shareholder may, in its sole and absolute discretion,
reduce its percentage ownership of the ordinary shares of the Company (the
"Shares") by selling all or, from time to time, a portion of its Shares (all
such Shares held by Selling Shareholder as of the date of this Agreement and any
securities into or for which such Shares have been converted, and any security
issued with respect thereto upon any share dividend, split or similar event,
until, in the case of any such security, it has been disposed of by Selling
Shareholder or Selling Shareholder is no longer an "affiliate" of the Company
within the meaning of Rule 144 of the United States Securities Act of 1933, as
amended (the "Securities Act"), the "Registrable Shares");

         WHEREAS, the Company may wish to conduct one or more primary offerings
of Shares or other securities ("Company Registrable Securities"); and

         WHEREAS, Selling Shareholder has requested the Company to take certain
steps to facilitate the sale to the public of some or all of the Registrable
Shares and the Company believes that it is consistent with the Company's
commercial objectives to do so.

         NOW, THEREFORE, in consideration of the premises, representations and
agreements contained herein, the parties agree as follows:

     1.   Registration Statements.

          (a) Filings.

              (i) The Company shall use all reasonable efforts to file with the
United States Securities and Exchange Commission (the "Commission"), no later
than March 27, 2006, an automatic shelf registration statement on Form F-3
within the meaning of Rule 405 of the Securities Act (the "Initial
Registration") allowing one or more offerings to be made on a delayed basis of
Company Registrable Securities and Registrable Shares.

              (ii) The number of Registrable Shares and Company Registrable
Securities to be offered in a combined offering pursuant to the Initial
Registration shall be agreed at the time of such Initial Registration; provided,
however, that in the Company's sole discretion the aggregate proceeds from the
offering of Company Registrable Securities shall be any amount up to and
including US$500 million, net of all underwriters' commissions and fees; and
provided further that if the Company determines in its good faith judgment that
the aggregate size of the combined offering is too large to be marketed at a
discount to the market price of the Shares


acceptable to the Company in its sole discretion, the offering of Registrable
Shares as part of the Initial Registration shall be reduced as necessary or
abandoned.

              (iii) Selling Shareholder shall, and shall cause any other
Affiliate (as defined in the Securities Act) of Selling Shareholder to which
Selling Shareholder may transfer any or all of the Registrable Shares to, be
present, in person or by proxy, at any meeting of the Company's shareholders
(including any adjournment or postponement of such meeting) at which any
resolution substantially in the form set out in Annex A is to be considered to
approve and implement any offering of Company Registrable Securities for cash,
the aggregate proceeds from which offerings (taking into account all prior
offerings of Company Registrable Securities for cash after the date of this
Agreement) are US$500 million net of all underwriters' commissions and fees, and
shall vote (or cause to be voted) all of the Registrable Shares in favor of any
such resolution.

              (iv) Subject to clause (e) of Section 1, the Company shall use all
reasonable efforts to file, within thirty (30) days after receipt by the Company
of a demand from Selling Shareholder (any such demand, a "Demand"), additional
non-continuous registration statements on Form F-3 (each such registration
statement, a "Demand Registration") providing for offerings to be made on a
non-delayed basis of the Registrable Shares, provided, however, that:

              (A) Subject to clause (e)(v)(A) of this Section 1, from and after
December 31, 2007 Selling Shareholder shall not make more than two (2) Demands
in any calendar year;

              (B) No Demand may be made following any Demand Registration until
the completion or abandonment of any offering pursuant to such Demand
Registration;

              (C) Any Demand shall be for registration of a sufficient number of

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