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Printmgr File Prospectus Supplement (to Prospectus dated April 1, 2019) AngloGold Ashanti Holdings plc $700,000,000 3.750% notes due 2030 Fully and Unconditionally Guaranteed by AngloGold Ashanti Limited The 3.750% notes due 2030, or the “notes”, will bear interest at a rate of 3.750% per year. AngloGold Ashanti Holdings plc, or “Holdings”, will pay interest on the notes each April 1 and October 1, commencing on April 1, 2021. Unless Holdings redeems the notes earlier, the notes will mature on October 1, 2030. The notes will rank equally with Holdings’ existing and future senior, unsecured debt obligations and the guarantee will rank equally with all other existing and future senior, unsecured debt obligations of AngloGold Ashanti Limited. Prior to July 1, 2030, Holdings or AngloGold Ashanti Limited may redeem the notes, in whole or in part, at any time and from time to time at the “make-whole” redemption price described under the heading “Description of Notes—Optional Redemption”. On or after July 1, 2030, Holdings or AngloGold Ashanti Limited may redeem the notes, in whole or in part, at any time and from time to time at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date, as described under “Description of Notes—Optional Redemption”. Holdings may also redeem the notes in whole, but not in part, if certain tax events occur as described in this prospectus supplement. In addition, upon the occurrence of both (i) a change of control of AngloGold Ashanti Limited and (ii) a rating downgrade of the notes by each of Fitch Ratings, Inc., Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services within a specified period, Holdings will be required to make an offer to purchase the notes at a price equal to 101% of its principal amount plus accrued and unpaid interest, if any, to the date of repurchase. The notes will be issued in denominations of $200,000 and integral multiples of $1,000. We will apply to list the notes on the New York Stock Exchange. No assurance can be given that such application will be approved or that any of the notes will be listed. Currently, there is no public market for the notes. You should carefully review the risks and uncertainties described under the heading “Risk Factors” starting on page S-17 of this prospectus supplement to read about factors you should consider before investing in the notes. Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement and the accompanying prospectus. Any representation to the contrary is a criminal offense. Per note Total Initial public offering price (1) ............................................................ 99.678% $697,746,000 Underwriting discount .................................................................. 1.000% $ 7,000,000 Proceeds, before expenses, to AngloGold Ashanti Holdings plc (1) ............................... 98.678% $690,746,000 (1) Plus accrued interest, if any, from October 1, 2020. The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust Company for the accounts of its direct and indirect participants (including Euroclear Bank SA/NV and Clearstream Banking, S.A.) on or about October 1, 2020. Joint Book-Runners Barclays BMO Capital Markets BNP PARIBAS BofA Securities CIBC Capital Markets Citigroup Deutsche Bank J.P. Morgan RBC Capital Markets Scotiabank Standard Chartered Bank Passive Book-Runner ANZ Prospectus Supplement dated September 28, 2020 TABLE OF CONTENTS Prospectus Supplement Page ABOUT THIS PROSPECTUS SUPPLEMENT ............................................... S-ii WHERE YOU CAN FIND MORE INFORMATION .......................................... S-ii NOTE REGARDING FORWARD-LOOKING STATEMENTS .................................. S-ii NOTICE TO INVESTORS ............................................................... S-iii ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES ...................................... S-iv NON-GAAP FINANCIAL MEASURES .................................................... S-v DISCONTINUED OPERATIONS ......................................................... S-vi INCORPORATION BY REFERENCE ..................................................... S-vi SUMMARY ........................................................................... S-1 THE OFFERING ....................................................................... S-13 RISK FACTORS ....................................................................... S-17 DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS ..................................... S-52 USE OF PROCEEDS ................................................................... S-54 CAPITALIZATION .................................................................... S-55 NON-GAAP RECONCILIATIONS ........................................................ S-56 DESCRIPTION OF NOTES .............................................................. S-61 BOOK-ENTRY, DELIVERY AND FORM .................................................. S-70 TAXATION ........................................................................... S-74 UNDERWRITING (CONFLICTS OF INTEREST) ............................................ S-80 LEGAL MATTERS ..................................................................... S-87 EXPERTS ............................................................................ S-87 Prospectus Page ABOUT THIS PROSPECTUS ............................................................. 1 RISK FACTORS ....................................................................... 1 WHERE YOU CAN FIND MORE INFORMATION ........................................... 1 FORWARD-LOOKING STATEMENTS .................................................... 2 ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES ...................................... 2 ANGLOGOLD ASHANTI LIMITED ....................................................... 3 ANGLOGOLD ASHANTI HOLDINGS PLC ................................................. 4 REASONS FOR THE OFFERING AND USE OF PROCEEDS .................................. 5 PROSPECTUS SUPPLEMENT ............................................................ 6 SOUTH AFRICAN RESERVE BANK APPROVAL ........................................... 6 DESCRIPTION OF SHARE CAPITAL ..................................................... 6 DESCRIPTION OF ADSs ................................................................ 6 DESCRIPTION OF DEBT SECURITIES .................................................... 7 DESCRIPTION OF WARRANTS .......................................................... 22 DESCRIPTION OF RIGHTS TO PURCHASE ORDINARY SHARES ............................ 23 TAXATION ........................................................................... 24 PLAN OF DISTRIBUTION ............................................................... 24 LEGAL MATTERS ..................................................................... 26 EXPERTS ............................................................................. 26 S-i ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of debt securities of AngloGold Ashanti Holdings plc guaranteed by AngloGold Ashanti Limited. The second part, the accompanying base prospectus, presents more general information. Generally, when we refer only to the “prospectus”, we are referring to the base prospectus, including the documents incorporated by reference in the base prospectus. If the description of this offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement. We have not authorized anyone to provide you with information that is different to that in this prospectus supplement and the accompanying prospectus or in documents to which we have referred you in this prospectus supplement and the accompanying prospectus. This document may be used only where it is legal to sell these securities. The information in this document may be accurate only on the date hereof. Certain monetary amounts and other figures included in this prospectus supplement have been subject to rounding adjustments. Accordingly, any discrepancies in any tables between the totals and the sums of amounts listed are due to rounding. Unless the context requires otherwise, in this prospectus supplement, “Holdings” refers to AngloGold Ashanti Holdings plc and the “Company”, the “Group”, “we”, “our” or “us” refers to AngloGold Ashanti Limited and its consolidated subsidiaries. “AngloGold Ashanti” refers to AngloGold Ashanti Limited. In this prospectus supplement, references to rands, ZAR and R are to the lawful currency of the Republic of South Africa, references to U.S. dollars, dollar, US$ or $ are to the lawful currency of the United States, references to € and euro are to the lawful currency of the European Union, references to ARS and Argentinian peso are to the lawful currency of Argentina, references to AUD, Australian dollars and A$ are to the lawful currency of Australia, references to BRL are to the lawful currency of Brazil, references to TZS are to the lawful currency of the United Republic of Tanzania, references to GHS, cedi or Gh¢ are to the lawful currency of Ghana and references to £ or British pounds are to
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