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Anglogold Ashanti Holdings Plc Anglogold Ashanti Limited Use these links to rapidly review the document TABLE OF CONTENTS Prospectus Supplement TABLE OF CONTENTS TABLE OF CONTENTS 3 Table of Contents Filed pursuant to Rule 424(b)(5) Registration Nos. 333-182712 and 333-182712-02 CALCULATION OF REGISTRATION FEE Amount of Registration Title of Each Class of Aggregate Securities to be Registered Offering Price Fee (1) 5.125% Notes due 2022 of AngloGold Ashanti Holdings plc $750,000,000 $85,950 Guarantee of AngloGold Ashanti Limited in connection with the 5.125% Notes due 2022 (2) — — (1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933. (2) Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is payable with respect to the guarantee of AngloGold Ashanti Limited in connection with the guaranteed debt securities. Prospectus Supplement to Prospectus dated July 17, 2012 GRAPHIC AngloGold Ashanti Holdings plc $750,000,000 5.125% notes due 2022 Fully and Unconditionally Guaranteed by AngloGold Ashanti Limited The 5.125% notes due 2022, or the "notes", will bear interest at a rate of 5.125% per year. AngloGold Ashanti Holdings plc, or "Holdings", will pay interest on the notes each February 1 and August 1, commencing on February 1, 2013. Unless Holdings redeems the notes earlier, the notes will mature on August 1, 2022. The notes will rank equally with Holdings' senior, unsecured debt obligations and the guarantee will rank equally with all other senior, unsecured debt obligations of AngloGold Ashanti Limited. Holdings may redeem some or all of the notes at any time and from time to time at the redemption price determined in the manner described in this prospectus supplement. Holdings may also redeem the notes in whole 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 downgrade, within a specified period, of the notes from an investment grade rating to below an investment grade rating by each of Moody's Investors Service, Inc. and Standard & Poor's Ratings Services, 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 $1,000 and integral multiples of $1,000. We will apply to list the notes on the New York Stock Exchange. Currently, there is no public market for the notes. See "Risk Factors" starting on page S-16 of this prospectus supplement to read about factors you should consider before investing in the notes. Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement and the accompanying prospectus. Any representation to the contrary is a criminal offense. Per note Total Initial public offering price (1) 99.398 %$ 745,485,000 Underwriting discount 0.640 %$ 4,800,000 Proceeds, before expenses, to AngloGold Ashanti Holdings plc 98.758 %$ 740,685,000 (1) Plus accrued interest, if any, from July 30, 2012 if settlement occurs after that date. 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 S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme ) on or about July 30, 2012. Joint Book -Runners Barclays Citi HSBC Scotiabank Co -managers BMO Capital Markets Deutsche Bank Securities J.P. Morgan Mitsubishi UFJ Securities Prospectus Supplement dated July 25, 2012 Table of Contents 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 NOTE TO UK INVESTORS S-iii NOTE TO EEA INVESTORS S-iv ENFORCEMENT OF CERTAIN CIVIL LIABILITIES S-iv NON -GAAP FINANCIAL MEASURES S-v INCORPORATION BY REFERENCE S-v PROSPECTUS SUPPLEMENT SUMMARY S-1 THE OFFERING S-12 RISK FACTORS S-16 USE OF PROCEEDS S-47 CAPITALIZATION S-48 RECONCILIATION OF TOTAL CASH COSTS AND TOTAL PRODUCTION COSTS TO FINANCIAL STATEMENTS S-49 RATIO OF EARNINGS TO FIXED CHARGES S-51 EXCHANGE RATE INFORMATION S-52 DESCRIPTION OF NOTES S-53 TAXATION S-65 UNDERWRITING S-69 LEGAL MATTERS S-74 EXPERTS S-74 Prospectus ABOUT THIS PROSPECTUS 2 WHERE YOU CAN FIND MORE INFORMATION 2 FORWARD -LOOKING STATEMENTS 3 ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES 4 ANGLOGOLD ASHANTI LIMITED 5 ANGLOGOLD ASHANTI HOLDINGS PLC 5 ANGLOGOLD ASHANTI HOLDINGS FINANCE PLC 5 RISK FACTORS 6 RATIO OF EARNINGS TO FIXED CHARGES 6 REASONS FOR THE OFFERING AND USE OF PROCEEDS 6 SELECTED FINANCIAL DATA 7 PROSPECTUS SUPPLEMENT 8 SOUTH AFRICAN RESERVE BANK APPROVAL 8 DESCRIPTION OF SHARE CAPITAL 8 DESCRIPTION OF ADSs 8 DESCRIPTION OF DEBT SECURITIES 9 DESCRIPTION OF WARRANTS 27 DESCRIPTION OF RIGHTS TO PURCHASE ORDINARY SHARES 28 TAXATION 29 PLAN OF DISTRIBUTION 29 LEGAL MATTERS 30 EXPERTS 31 S-i Table of Contents 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. You should rely only on the information contained in this document or in one to which we have referred you in this prospectus supplement and the accompanying prospectus. We have not authorized anyone to provide you with information that is different. 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. Unless the context requires otherwise, in this prospectus supplement, "Holdings" refers to AngloGold Ashanti Holdings plc and the "Company", the "Group", "we" or "us" refers to AngloGold Ashanti Limited and its consolidated subsidiaries. In this prospectus supplement, references to rands, ZAR and R are to the lawful currency of the Republic of South Africa, references to Australian dollars and A$ are to the lawful currency of Australia, references to U.S. dollars, dollars or $ are to the lawful currency of the United States and references to £ or British pounds are to the lawful currency of the United Kingdom. In connection with the offering, the underwriters are not acting for anyone other than us and they will not be responsible to anyone other than us for providing the protections afforded to their clients or for providing advice in relation to the offering. WHERE YOU CAN FIND MORE INFORMATION We file periodic reports and other information with the United States Securities and Exchange Commission, or "SEC". The SEC maintains a website (http://www.sec.gov ) on which our annual and other reports are made available. You may also read and copy any document we file at the SEC's public reference room at 100 F Street, N.E., Washington D.C. 20549. Please call the SEC at 1- 800-SEC-0330 for further information on the operation of the public reference room. You may also read and copy these documents at the offices of the New York Stock Exchange, 11 Wall Street, New York, New York 10005. NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus supplement includes and incorporates by reference "forward-looking information" within the meaning of Section 27A of the Securities Act of 1933, as amended, or "the Securities Act", and Section 21E of the Securities Exchange Act of 1934, as amended, or the "Exchange Act". All statements other than statements of historical fact, including, without limitation, those concerning the economic outlook for the gold mining industry, expectations regarding gold prices, production, cash costs, return on shareholders' equity, productivity improvements and other operating results, growth prospects and outlook of our operations, individually or in the aggregate, including the completion and commencement of commercial operations of certain of our exploration and production projects and the completion of acquisitions and dispositions, our liquidity, capital resources and capital expenditure, and the outcome and consequences of any potential or pending litigation or regulatory (including tax) proceedings or environmental issues, are forward-looking statements regarding our operations, economic performance and financial condition. These forward-looking statements are not based on historical facts, but rather reflect our current expectations concerning future results and events and S-ii Table of Contents generally may be identified by the use of forward-looking words or phrases such as "believe", "aim", "expect", "anticipate", "intend", "foresee", "forecast", "likely", "should", "planned", "may", "estimated", "potential" or other similar words and phrases. Similarly, statements that describe our objectives, plans or goals are or may be forward-looking statements. You should consider any forward-looking statements in light of the risks and uncertainties described in the information contained or incorporated by reference in this prospectus supplement. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed or implied in these forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct.
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