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6-K 1 aga_moi.htm Page 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

THE SECURITIES EXCHANGE ACT OF 1934

Report on Form 6-K dated May 18, 2017

Commission File Number 1-14846

AngloGold Ashanti Limited

(Name of registrant)

76 Rahima Moosa Street

Newtown, 2001

(P.O. Box 62117, Marshalltown, 2107)

South Africa

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form

20-F or Form 40-F.

Form 20-F X

Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by

Regulation S-T Rule 101(b)(1):

Yes

No X

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by

Regulation S-T Rule 101(b)(7):

Yes

No X

Indicate by check mark whether the registrant by furnishing the information contained in this Form

is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the

Securities Exchange Act of 1934.

Yes

No X

Enclosure: Press release: AMENDMENT OF MEMORANDUM OF INCORPORATION OF ANGLOGOLD

ASHANTI LIMITED.

COMPANIES ACT, 2008

MEMORANDUM OF INCORPORATION

OF A PROFIT COMPANY

(PUBLIC COMPANY)

NAME OF COMPANY:

ANGLOGOLD ASHANTI LIMITED

(“Company”)

REGISTRATION NUMBER:

1944/017354/06

This Memorandum of Incorporation was adopted by Special Resolution passed by

shareholders on 27 March 2013, a copy of which was

Filed with the Companies and

Intellectual Property Commission on 3 April 2013 as contemplated in the Companies Act No.

71 of 2008 (as amended), together with the notice of amendment in substitution for the existing

Memorandum of Incorporation (being the memorandum of association and articles of

association of the Company, which were the constitutional documents of the Company in

terms of the Companies Act No. 61 of 1973).

The Memorandum of Incorporation in the prescribed form as contemplated in section

13(1)(a)(i) of the Companies Act No. 71 of 2008, as amended, shall not apply to the Company.

This Memorandum of Incorporation was last amended by a Special Resolution passed at the

Annual General Meeting of Shareholders held on 16 May 2017 by:

aligning certain provisions with amendments to the JSE Listings Requirements; and

aligning certain provisions with the Companies Act, company practice and good

corporate governance.

The Special Resolution was

Filed with the Companies and Intellectual Property Commission

on 17 May 2017 and the changes became effective on this date.

Page 2

INDEX

INTRODUCTION ........................................................................................................... 3

INTERPRETATION ....................................................................................................... 3

GENERAL ...................................................................................................................... 5

SECURITIES OF THE COMPANY .............................................................................. 6

SHAREHOLDER RIGHTS AND PROXY FORMS .................................................... 10

SHAREHOLDERS MEETINGS ................................................................................... 11

DIRECTORS AND OFFICERS .................................................................................... 15

GENERAL PROVISIONS ............................................................................................ 24

RIGHTS ATTACHING TO PREFERENCE SHARES ................................................. 30

SCHEDULE 1 – AUTHORISED SHARES .......................................................................... 39
A. Classified shares .......................................................................................................... 39
B. Unclassified shares ...................................................................................................... 39

Page 3

INTRODUCTION

1.1

The Memorandum of Incorporation in the prescribed form contemplated in

section 13(1)(a)(i) of the Act shall not apply to the Company.

1.2

The Company is incorporated as a public company in terms of the Act and,

accordingly:

1.2.1

the Company is not prohibited from offering its securities to the public;

and

1.2.2

the transfer of the Company’s securities is unrestricted save as required

by statute, subject to the provisions of the Listings Requirements.

1.3

Subject to 9.4.3, this Memorandum does not contain any restrictive conditions

contemplated in section 15(2)(b) of the Act and does not contain any

requirement for the amendment of any particular provision of this Memorandum

in addition to the requirements of the Act.

INTERPRETATION

In this Memorandum, including the introduction above, and unless the context requires

otherwise:

2.1

words importing any one gender shall include the other two genders;

2.2

the singular shall include the plural and vice versa;

2.3

any word which is defined in the Act and is not defined in 2.5, shall bear that

statutory meaning in this Memorandum;

2.4

the headings have been inserted for convenience only and shall not be used

for or assist or affect their interpretation;

2.5

each of the following words and expressions shall have the meaning stated

opposite it and cognate expressions shall have a corresponding meaning,

namely:

Item

10.2(a) of

Schedule

Page 4

2.5.1

“the Act”

the Companies Act, 2008, together with the

Companies Regulations, 2011, as amended

or substituted from time to time;

2.5.2

“Business Day”

a day on which banks are ordinarily open for

business in each of the jurisdictions in which

the Ordinary Shares of the Company are

listed on an exchange, excluding Saturdays,

Sundays and official public or bank holidays

in such jurisdictions;

2.5.3

“Chairman”

the chairman of the directors appointed in

accordance with 7.7;

2.5.4

“CSDP”

Central Securities Depository Participant,

being a ‘participant’ as defined in section 1 of

the Financial Markets Act, 2012, as amended

or substituted from time to time, and

appointed by individual shareholders for the

purposes of, and in regard to,

dematerialisation in terms of such act;

2.5.5

“Group”

the Company and its subsidiaries from time

to time and “a member of the Group” means

any one of them;

2.5.6

“JSE”

means the JSE Limited, registration number

2005/022939/06, or any other successor

body licensed as an exchange under the

Financial Markets Act, 2012, as amended or

substituted from time to time;

2.5.7

“Ordinary

Shareholder”

a holder of Ordinary Shares;

2.5.8

“Ordinary Shares”

ordinary shares of 25 cents each in the

capital of the Company;

2.5.9

“Listings

Requirements”

the Listings Requirements of the JSE, as

amended or substituted from time to time;

2.5.10

“this Memorandum”

this Memorandum of Incorporation and

includes its Schedule, which forms part of it;

and

2.5.11

“month”

calendar month; and

2.5.12

“year”

calendar year.

Page 5

GENERAL

3.1

Liability of incorporators, shareholders or directors

This Memorandum does not impose any liability on any person for the liabilities

or obligations of the Company, solely by reason of such person being an

incorporator, shareholder or director of the Company as contemplated by

section 19(2) of the Act.

3.2

Powers of the Company

This Memorandum does not restrict, limit or qualify the legal powers or capacity

of the Company in section 19(1)(b) of the Act.

3.3

Memorandum of Incorporation and rules

3.3.1

The requirements set out in section 16(1)(c)(i) of the Act regarding

proposals for amendments to this Memorandum apply without

amendment.

3.3.2

The board shall not have the power to make, amend or repeal any

necessary or incidental rules relating to the governance of the Company

in respect of matters that are not addressed in the Act or this

Memorandum, in accordance with the provisions of sections 15(3) to

15(5) of the Act.

3.3.3

If the board, or any individual authorised by the board, alters this

Memorandum in any manner necessary to correct a patent error in

spelling, punctuation, reference, grammar or similar defect on the face

of the document, it must publish a notice of such alteration on the

Company’s website, and must file a notice of alteration in the manner

prescribed by the Act.

3.4

Financial assistance to related persons

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

to authorise the Company to provide direct or indirect financial assistance to

any person contemplated in section 45 of the Act.

3.5

Solvency and liquidity test

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

test provided in section 4 of the Act.

Item 10.4 of

Schedule

Item 10.5(d)

of Schedule

Page 6

SECURITIES OF THE COMPANY

4.1

Pari Passu

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

4.2

Authorisation for shares

4.2.1

The Company is authorised to issue the shares specified in Schedule

1, provided that, if required by the Act or the Listings Requirements, the

Company may only issue:

4.2.1.1

unissued shares to shareholders of a particular class of shares,

pro rata

to the shareholders’ existing shareholding unless any

such shares were issued for an acquisition of assets;

4.2.1.2

unissued shares or options other than as envisaged in

4.2.2.14.2.1, as the directors in their discretion think fit, if

approved by the shareholders in general meeting, subject to the

Listings Requirements; and

4.2.1.3

shares that are fully paid up.

4.2.2

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

board to:

4.2.2.1

increase or decrease the number of authorised shares of any

class of shares;

4.2.2.2

reclassify any shares that have been authorised but not issued;

4.2.2.3

classify any unclassified shares that have been authorised but

not issued;

4.2.2.4

determine the preferences, rights, limitations or other terms of

any class of authorised shares or amend any preferences,

rights, limitations or other terms so determined,

subject to any requirements set out in the Listings Requirements and

this Memorandum.

Items 10.1

and 10.9(a)

of Schedule

Item 10.9(c)

of Schedule

Items

10.2(a) of

Schedule

Items

10.5(d) of

Schedule

Item 10.5(a)

of Schedule

Page 7

4.3

Financial assistance for the subscription or purchase of securities or

options

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

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

purpose of, or in connection with, the subscription of any option, or any

securities, issued or to be issued by the Company or a related or inter-related

company, or for the purchase of any securities of the Company or any related

or inter-related company, in accordance with the Act.

4.4

Capitalisation shares

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

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

4.4.1

approve the issue of any authorised shares of the Company as

capitalisation shares, on a pro rata basis to the shareholders of one or

more classes of shares;

4.4.2

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

respect of shares of another class; or

4.4.3

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

capitalisation share, at a value determined by the board.

4.5

Company or subsidiary acquiring Company’s shares and distributions

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

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

the Act and the Listings Requirements.

4.6

Debt instruments

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

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

provided that the board may not grant special privileges regarding the attending

and voting at general meetings of the Company or the appointment of directors

in respect of such debt instruments.

Item

10.9(b) of

Schedule

10 and item

10.17(a) of

Schedule

Item 10.10

of Schedule

Item 10.6 of

Schedule 10

Item 10.7

Schedule

Page 8

4.7

Registration of beneficial interests

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

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

the name of, one person for the beneficial interest of another.

4.8

Commission

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

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

of such person procuring or agreeing to procure subscriptions for shares,

provided that such commission shall be subject to any limitations in the Act or

the Listings Requirements.

4.9

Authority to sign transfer deeds

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

purpose of transferring shares that may be lodged, produced or exhibited with

or to the Company at any of its transfer offices shall, as between the Company

and the grantor of such authorities, be taken and deemed to continue and

remain in full force and effect, and the Company may allow the same to be

acted upon until such time as express notice in writing of the revocation of the

same shall have been given and lodged at the Company’s transfer offices at

which the authority was lodged, produced or exhibited. Even after the giving

and lodging of such notices, the Company shall be entitled to give effect to any

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

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

4.10

Fully paid up shares not subject to lien

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

shall be freely transferable.

4.11

Securities registered in the name of a deceased or insolvent holder

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

forfeited if the executor fails to register them in his own name or in the name of

the heir(s) or legatees when called upon by the directors to do so.

4.12

Limitation of voting rights

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

to vote on any resolution taken by the company save as expressly provided for

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

Item 10.14

of Schedule

Item

10.2(b) of

Schedule

Item 10.12

Schedule

Item 10.13

Schedule

Items

10.5(c)

and

10.5(h) of

Schedule

Page 9

Requirements, in instances that such shareholders are allowed to vote at

general or annual general meetings, their votes may not carry any special rights

or privileges and they shall be entitled to one vote for each share that they hold,

provided their total voting right at a general or annual general meeting may

never be more than 24.99% of the total voting rights of all shareholders at such

meeting. It is recorded that the existing rights of the holders of preference

shares in the Company are preserved and it is further recorded that the voting

rights of the holders of preference shares in the Company as at the date of the

adoption of this Memorandum do not exceed 24.99% of the total voting rights

of all shareholders at a general meeting.

4.13

Defaced, lost or destroyed certificates

If a certificate evidencing securities be defaced, lost or destroyed, it may be

replaced on such terms (if any) as to evidence and indemnity and payment of

the out-of-pocket expenses of the Company and, in case of loss or destruction,

of advertising the same as the directors may think fit and, in the case of

defacement, on delivery of the old certificate to the Company.

4.14

Joint holders of securities

The certificate for certificated securities registered in the names of two or more

persons shall be delivered to the person first named in the register in respect

thereof, or to his authorised agent, and in the case of the legal incapacity of

any one or more of the joint registered holders of any securities, the survivor

then first named in the register shall be the only person recognised by the

Company as being entitled to such certificate, or any new certificate which may

be issued in place thereof, provided always that the Company shall not be

bound to register more than four persons as the holders of any certificated

security.

4.15

Refusal to register transfer

If the directors refuse to register a transfer of securities they shall within thirty

days after the date on which the instrument of transfer was lodged, send to the

transferee notice of the refusal.

4.16

Renunciation of allotment

Nothing contained in this Memorandum shall preclude the Company from

recognising a renunciation of the allotment of any security by the allottee in

favour of some other person.

Page 10

SHAREHOLDER RIGHTS AND PROXY FORMS

5.1

Information rights of persons holding a beneficial interest

This Memorandum does not establish any information rights of any person in

addition to the information rights provided in sections 26(1) and (2) of the Act.

5.2

Representation by concurrent proxies

5.2.1

The right of a shareholder to appoint two or more persons concurrently

as proxies (“concurrent proxies”) applies without limitation or restriction;

provided that the instrument appointing the concurrent proxies clearly

states the order in which the concurrent proxies votes are to take

precedence in the event that both or all of the concurrent proxies are

present, and vote, at the relevant meeting.

5.2.2

The right of a shareholder to appoint more than one proxy to exercise

voting rights attached to different shares held by that shareholder is not

limited or restricted.

5.3

Authority of proxy to delegate

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

the shareholder appointing him to another person.

5.4

Requirement to deliver proxy instrument to the Company

A copy of the instrument appointing a proxy must be delivered to the registered

office of the Company, or to any other person which it has identified in the

notice of meeting as being a person to whom instruments of proxy may be

delivered on behalf of the Company, before the person(s) named in the proxy

form exercise(s) any rights of the shareholder at the relevant meeting (including

an adjourned meeting)

5.5

Proxy without direction

This Memorandum does not limit or restrict the right of a proxy to exercise, or

abstain from exercising, any voting right of the shareholder appointing him

without direction, except to the extent that the instrument of proxy provides

otherwise.

Page 11

5.6

Record date for exercise of shareholder rights

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

the Act and the Listings Requirements.

5.7

Creation or issue of further shares

The rights conferred upon the holders of the shares of any class shall not,

unless otherwise expressly provided by the conditions of issue of such shares,

be deemed to be varied by the creation or issue of further shares ranking pari

passu therewith.

SHAREHOLDERS MEETINGS

6.1

Convening of shareholders’ meetings

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

call a shareholders meeting.

6.2

Shareholders’ right to requisition a meeting

This Memorandum does not specify a lower percentage of voting rights than

the percentage specified in section 61(3) of the Act required for the requisition

by shareholders of a shareholder’s meeting.

6.3

Location of shareholders meetings

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

to determine the location of any shareholders meeting, which may be in South

Africa or in any foreign country.

6.4

Notice of shareholders meetings

6.4.1

This Memorandum does not provide a different period of notice of

shareholders meetings to the period prescribed by the Act.

6.4.2

Notice of shareholder meetings shall be delivered to each shareholder

entitled to vote at such meeting and who has elected to receive such

notice.

Item 10.15 of

Schedule 10

Item

10.11(e)

Schedule

Items

10.11(a)

and (b) of

Schedule

Page 12

6.5

Shareholders meetings conducted by electronic communication

Provision will be made for any shareholders meeting to be conducted by

electronic communication, or for one or more shareholders, or proxies for

shareholders, to participate in any shareholders meeting by electronic

communication, in the manner and to the extent authorised by the board from

time to time.

6.6

Quorum for shareholders meetings

6.6.1

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

6.6.1.1

a shareholders meeting to begin;

6.6.1.2

the continuation of that shareholders meeting; and

6.6.1.3

the consideration of any matter to be decided at any

shareholders meeting.

6.6.2

For so long as is required by the Act and/or the Listings Requirements,

a meeting may not begin or a matter begin to be debated unless at least

3 (three) shareholders are present at the meeting.

6.6.3

This Memorandum specifies 30 minutes (or such longer or shorter

period as the chairman of the shareholders meeting may determine), in

substitution for the time period specified in sections 64(4) and 64(5) for

a quorum to be established before a shareholders meeting may be

adjourned.

6.6.4

Unless the chairman of the shareholders meeting determines

otherwise, no different period other than the period provided in section

64(4) for the adjournment of a shareholders meeting is specified.

6.7

Adjournment of shareholders meetings

This Memorandum does not provide different maximum periods for

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

6.8

Shareholders’ resolutions

6.8.1

This Memorandum does not require a higher percentage of voting rights

Item

10.11(g) of

Schedule

Item

10.11(g) of

Schedule

Page 13

to approve an ordinary resolution than the percentage voting rights

specified in the Act.

6.8.2

This Memorandum does not require a different percentage of voting

rights to approve a special resolution than the percentage voting rights

specified in the Act.

6.8.3

This Memorandum does not require a special resolution for any other

matter not contemplated in section 65(11) of the Act, provided that

resolutions required to be approved by an increased majority in terms

of the Listings Requirements must be approved by such increased

majority as a special resolution.

6.9

Shareholders meetings in terms of the Listings Requirements

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

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

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

the Listings Requirements.

6.10

Notice of shareholders meetings to the JSE

6.10.1

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

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

of the Listings Requirements.

6.10.2

All notices of shareholders meetings must also be announced through

the official news service of the JSE at the same time as notices are sent

to shareholders or as soon thereafter as is practicable.

6.11

Ratification of ultra vires acts

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

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

is of an action which is contrary to the Listings Requirements, unless otherwise

agreed with the JSE.

6.12

Scrutineers

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

act as scrutineer for the purpose of checking forms of proxy deposited for use

and for counting the votes at such meeting and he may thereafter act on a

Item

10.11(f) of

Schedule

Item 10.3

Schedule

Item

10.11(a) of

Schedule

Item

10.11(c) of

Schedule

Page 14

certificate given by any such scrutineer without requiring production at the

meeting of the forms of proxy or the chairman counting the votes.

6.13

Error in counting votes

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

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

been counted the error shall not vitiate the resolution unless it be pointed out

at the meeting and not in that case unless it shall, in the opinion of the chairman

of the meeting, be of sufficient magnitude to vitiate the resolution. No objection

shall be raised to the qualification of any voter except at the meeting or

adjourned meeting at which the vote objected to is given or tendered, and every

vote not disallowed at such meeting or adjourned meeting shall be valid for all

purposes. Any such objection made in due time shall be referred to the

chairman of the meeting, whose decision shall be final and conclusive.

6.14

Votes of joint registered shareholders

In the case of joint holders of securities the vote of the senior who tenders a

vote, whether in person or by proxy, shall be accepted to the exclusion of the

votes of the other joint holders and for this purpose seniority shall be

determined by the order in which the names stand in the securities register or

in the case of persons entitled to a security by transmission the order in which

their names were given in the notice to the Company of the fact of the

transmission.

6.15

Voting by hand or by poll

6.15.1

Subject to the Act, at any shareholders meeting a resolution put to the

vote shall be decided by way of polling, unless the chairman of the

meeting decides upon a vote by a show of hands.

6.15.2

By polling, any person who is present at the meeting, whether as a

shareholder or as a proxy for a shareholder, has the number of votes

determined in accordance with the voting rights associated with the

securities held by that shareholder.

6.15.3

A declaration by the chairman that a resolution has, on a poll, been

carried, or carried unanimously, or by a particular majority, or lost, and

an entry to that effect into the minute book of the Company shall be

conclusive evidence of the fact, without proof of the number or

proportion of votes recorded in favour of, or against, such resolution.

Page 15

DIRECTORS AND OFFICERS

7.1

Composition of the board of directors

7.1.1

This Memorandum specifies 4 (four) as the minimum number of

directors of the Company being a higher number in substitution for the

minimum number of directors required in terms of section 66(2) of the

Act and 20 as the maximum number of directors of the Company.

7.1.2

Subject to 7.2.1 and 7.14, the shareholders shall elect the directors, and

shall be entitled to elect one or more alternate directors, in accordance

with the provisions of section 68(1) of the Act.

7.1.3

This Memorandum does not provide for the appointment of any person

as an

ex officio

director of the Company.

7.1.4

Subject to the requirements of the Act, the chairman of the board shall

be entitled, subject to the written approval of the majority of the

directors, to appoint any person as a director in terms of section

66(4)(a)(i), provided that such appointment must be approved by the

shareholders at the next shareholders meeting or annual general

meeting.

7.1.5

Subject to 7.2.1 and 7.14, this Memorandum does not stipulate any

additional qualifications or eligibility requirements than those set out in

the Act for a person to become or remain a director or a prescribed

officer of the Company, provided that, for as long as the Listings

Requirements requires it, the board of directors through the nomination

committee, should recommend eligibility of directors, taking into

account past performance and contributions.

7.1.6

Subject to the Act and this Memorandum, at every annual general

meeting one third of the directors for the time being or if their number is

not a multiple of three, then the number nearest to but not less than one

third shall retire from office. The directors so to retire at every annual

general meeting shall be those who have been longest in office since

their last election, but as between persons who become or were last

elected directors on the same day, those to retire shall (unless they

otherwise agree among themselves) be determined by lot, provided that

notwithstanding anything in this Memorandum:

7.1.6.1

if at the date of any annual general meeting any director shall

have held office for a period of three years since his last election

or appointment, he shall retire at such meeting either as one of

the directors to retire in pursuance of the aforegoing or

additionally thereto;

Item

10.16(a) of

Schedule

Item

10.16(b) of

Schedule

Item

10.16(b)

and

10.16(c) of

Schedule

Item

10.16(g)

Schedule

Page 16

7.1.6.2

a director who intends to retire voluntarily at the meeting may be

taken into account in determining the one third of the directors

to retire at such meeting;

7.1.6.3

the identity of the directors to retire at such annual general

meeting shall be determined as at the date of the notice

convening such meeting; and

7.1.6.4

the length of time a director has been in office shall be computed

from his last election, appointment or date upon which he was

deemed re-elected. A director retiring at a meeting shall retain

office until the close or adjournment of the meeting.

7.1.7

Retiring directors shall be eligible for re-election but no person, other

than a director retiring at the meeting, shall, unless recommended by

the directors, be eligible for election to the office of a director at any

shareholders meeting.

7.2

Vacancies

7.2.1

The board may appoint any person who satisfies the requirements for

election as a director to fill any vacancy and serve as a director on a

temporary basis until the vacancy is filled by election in accordance with

section 68(1) of the Act.

7.2.2

If the number of directors falls below the minimum provided for in this

Memorandum, the remaining directors must as soon as possible and in

any event not later than three months from the date that the number of

directors falls below the minimum, fill the vacancies or call a general

meeting for the purpose of filling the vacancies.

7.2.3

If required by the Listings Requirements:

7.2.3.1

the appointment of a director to fill a vacancy must be confirmed

by shareholders at the next annual general meeting; and

7.2.3.2

after the expiry of the three-month period the remaining

directors shall only be permitted to act for the purpose of filling

vacancies or calling general meetings of shareholders.

7.3

Authority of the board of directors

The authority of the board to manage and direct the business and affairs of the

Company, as contemplated in section 66(1), is not limited, restricted or qualified

Item

10.16(g) of

Schedule

Item

10.16(d) of

Schedule

Item

10.16(c) of

Schedule

Item

10.16(c)

Schedule

Item

10.16(d) of

Schedule

Page 17

by this Memorandum.

7.4

Directors compensation and financial assistance to directors

7.4.1

This Memorandum does not limit, restrict or qualify the power of the

Company to pay remuneration to its directors for their service as

directors in accordance with section 66(9) of the Act.

7.4.2

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

board to authorise the Company to provide direct or indirect financial

assistance to directors or persons related to directors contemplated in

section 45 of the Act.

7.5

Other remuneration of directors

7.5.1

This Memorandum does not limit, restrict or qualify the power of the

Company to pay or grant any type of remuneration contemplated in

section 30(6)(b) to (g) of the Act, including salary, commission or

participation of profits, to its directors holding an executive office with

the Company.

7.5.2

The directors and alternate directors may be paid all their reasonable

travelling and other expenses, properly and necessarily incurred by

them in and about the business of the Company, and in attending

meetings of the directors or of board or statutory committees, as may

further be set out in the policies of the board.

7.5.3

If any director is required to perform extra services, or to go or to reside

abroad or otherwise, or be specially occupied about the Company’s

business, he shall be entitled to receive such remuneration to be fixed

by a disinterested quorum of directors, which may be either in addition

to or in substitution for the remuneration provided for in clauses 7.4.1

and 7.5.1.

7.6

Indemnification of directors

7.6.1

This Memorandum does not limit, restrict or qualify the ability of the

Company to advance expenses to a director to defend any legal

proceedings arising from his service to the Company, or to indemnify a

director against such expenses if the proceedings are abandoned or

exculpate the director or arise in respect of any liability for which the

Company may indemnify the director in terms of sections 78(5) and

78(6) of the Act.

Item

10.16(f)

Schedule

Page 18

7.6.2

This Memorandum does not limit, restrict or qualify the power of the

Company to indemnify a director in respect of any liability arising out of

the director’s service to the Company to the fullest extent permitted by

the Act.

7.6.3

This Memorandum does not limit, restrict or qualify the power of the

Company to purchase insurance to protect a director against any

liability or expenses for which the Company is permitted to indemnify a

director in terms of the Act and this Memorandum, or the Company

against any contingency.

7.6.4

Indemnity

7.6.4.1

To the fullest extent permitted by law, and subject to the Act,

every Relevant Officer shall be indemnified by the Company out

of its own funds against:

7.6.4.1.1

any liability incurred by or attaching to him in connection

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

trust by him in relation to the Company other than any

liability to the Company or any member of the Group;

and

7.6.4.1.2

any other liability incurred by or attaching to him in

relation to or in connection with his duties, powers or

office, including in connection with the activities of the

Company if it is the trustee of an occupational pension

scheme.

7.6.4.2

Where a Relevant Officer is indemnified against any liability in

accordance with this 7.6.4, such indemnity shall extend to all

costs, charges, losses, expenses and liabilities incurred by him

in relation thereto.

7.6.4.3

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

director, prescribed officer or secretary of the Company or of a

member of the Group or any member of any committee of the

board or the audit committee, irrespective of whether or not the

person is also a member of the Company’s board.

7.6.5

Insurance

7.6.5.1

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

the directors shall have power to purchase and maintain

insurance at the expense of the Company for or for the benefit

Page 19

of:

7.6.5.1.1

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

secretary of any Relevant Company (as defined in

7.6.5.2)>; or

7.6.5.1.2

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

pension fund or employees’ share scheme in which

employees of any Relevant Company are interested,

including insurance against any liability (including all costs,

charges, losses and expenses in relation to such liability)

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

alleged to have been done or omitted to be done regarding his

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

or any such pension fund or employees’ share scheme

7.6.5.2

For the purpose of 7.6.5, “Relevant Company” shall mean:

7.6.5.2.1

the Company;

7.6.5.2.2

any holding company of the Company;

7.6.5.2.3

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

Company or such holding company or any of the

predecessors of the Company or of such holding

company has or had any interest whether direct or

indirect or which is in any way allied to or associated with

the Company; or

7.6.5.2.4

any subsidiary of the Company or of such other body.

7.6.6

Defence expenditure

7.6.6.1

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

7.6.6.1.1

may provide a Relevant Officer with funds to meet

expenditure incurred or to be incurred by him in:

(i)

defending any criminal or civil proceedings in

connection with any negligence, default, breach

of duty or breach of trust by him in relation to the

Company; or

Page 20

(ii)

in connection with any application for relief

under the provisions of the Companies Act; and

7.6.6.1.2

may do anything to enable any such Relevant Officer to

avoid incurring such expenditure.

7.6.6.2

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

7.6.6.2.1

may provide a Relevant Officer with funds to meet

expenditure incurred or to be incurred by him in

defending himself in an investigation by a regulatory

authority or against action proposed to be taken by a

regulatory authority in connection with any alleged

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

him in relation to the Company; and

7.6.6.2.2

may do anything to enable any such director or officer to

avoid incurring such expenditure.

7.6.6.3

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

director, prescribed officer or secretary of the Company or of a

member of the Group or any member of any committee of the

board or the audit committee, irrespective of whether or not the

person is also a member of the Company’s board.

7.7

Chairman

7.7.1

The directors may elect from their number a Chairman and a Deputy

Chairman, or two or more Deputy Chairmen, and decide the period for

which each is to hold office. The directors may also remove any of them

from such office at any time. If neither a Chairman nor a Deputy

Chairman has been appointed or if at any meeting of the directors,

neither the Chairman nor a Deputy Chairman is present within five

minutes after the time appointed for holding the meeting, the directors

present may choose one of their number to be chairman of the meeting.

7.7.2

If at any time there is more than one Deputy Chairman the right in the

absence of the Chairman to preside at a meeting of the directors or of

the Company shall be determined as between the Deputy Chairmen

present, if more than one, by seniority in length of appointment or

otherwise as resolved by the directors.

Item

10.16(i) of

Schedule

Page 21

7.8

Directors’ meetings

7.8.1

This Memorandum does not restrict the directors from acting otherwise

than at a meeting, as contemplated in section 74(1) of the Act and for

so long as it is required by the Listings Requirements, any resolution

passed in terms of this 7.8.1 must be inserted in the minute book of the

Company.

7.8.2

This Memorandum does not specify a different percentage or number

of directors upon whose request a meeting of the board must be called

in terms of section 73(1) of the Act.

7.8.3

This Memorandum does not restrict the board from conducting

meetings, or directors from participating in meetings, by electronic

communication, as contemplated in section 73(3) of the Act.

7.8.4

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

board to determine the manner and form of giving notice of its meetings.

7.8.5

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

board to proceed with a board meeting in accordance with the

requirements of section 73(5)(a) of the Act, despite a failure or defect in

giving notice of the meeting.

7.8.6

The quorum requirement for a directors’ meeting to begin, the voting

rights at such a meeting, and the requirements for approval of a

resolution at such a meeting, as set out in section 73(5) of the Act, are

not varied by this Memorandum.

In the case of an equality of votes at any meeting of the directors, the

Chairman shall have a casting vote if the chairman did not initially have

or cast a vote.

7.9

Committees of the board

7.9.1

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

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

to any such committee any of the authority of the board.

7.9.2

Except to the extent that a board resolution establishing a committee

provides otherwise, the members of the committee:

7.9.2.1

may include persons who are not directors of the Company but

any such person must not be ineligible or disqualified to be a

director in terms of section 69 of the Act. Any such persons shall

not have a vote on any matter to be decided by the committee;

Item

10.16(j) of

Schedule

Page 22

7.9.2.2

may consult with or receive advice from any person;

7.9.2.3

has the full authority of the board in respect of any matter

referred to it.

7.9.3

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

in terms of 7.9.1 and 7.9.2 above include in any such delegation the

power to sub-delegate the powers referred to in 7.9.1 and 7.9.2 above

to such person or persons as the Committee thinks fit, subject to such

terms and conditions as the Committee for the time being may think fit,

and may from time to time revoke, withdraw, alter or vary all or any such

powers.

7.10

Local boards and managers

7.10.1

The directors may establish any local boards or appoint managers or

agents to manage any of the affairs of the Company, either in South

Africa or elsewhere, and may:

7.10.1.1

appoint any persons to be managers or agents or members of

such local boards, who need not be directors, and may fix their

remuneration, and those persons shall be entitled to vote at any

meeting of the local board;

7.10.1.2

delegate to any local board, manager or agent any of the

powers, authorities and discretions vested in or exercisable by

the directors, with power to sub delegate;

7.10.1.3

remove any person so appointed, and may annul or vary any

such delegation; and

7.10.1.4

authorise the members of any local or divisional boards, or any

of them, to fill any vacancies therein, and to act notwithstanding

vacancies.

7.10.2

Any such appointment or delegation may be made upon such terms

and subject to such conditions as the directors may think fit.

7.11

Appointment of attorney

7.11.1

The directors may from time to time and at any time appoint any

company, firm or person or any fluctuating body of persons, whether

nominated directly or indirectly by the directors, to be the agent,

attorney or attorneys of the Company for such purposes and with such

Page 23

powers, authorities and discretions (not exceeding those vested in or

exercisable by the directors under this Memorandum) and for such

period and subject to such conditions as they may think fit.

7.11.2

Such agent or attorney may be conferred with such power either

collaterally with, or to the exclusion of and in substitution for, all or any

of the powers of the board.

7.11.3

Any such appointment may contain such provisions for the protection

and convenience of persons dealing with any such agent or attorney as

the directors may think fit.

7.11.4

The directors may also authorise any such agent or attorney to sub

delegate all or any of the powers, authorities and discretions vested in

him.

7.12

Director may be employed in the Company or a subsidiary

A director may be employed in any other capacity in the Company or as a

director or employee of a subsidiary of the Company and, in such event, his

appointment and remuneration in respect of such office must be determined by

a disinterested quorum of directors.

7.13

Directors’ travelling and other expenses

Directors may be paid all their travelling and other expenses, properly and

necessarily incurred by them in and about the business of the Company and

attending meetings of the directors or of committees of the directors; and, if any

director is required to perform extra services, to reside abroad or be specifically

occupied about the Company’s business, may be entitled to such remuneration

as is determined by a disinterested quorum of directors, which may be either in

addition or in substitution for any other remuneration payable, subject to the

provisions of the Act.

7.14

Termination of office

7.14.1

Without prejudice to any provisions for retirement contained in this

Memorandum or the Act, the office of a director is vacated if:

7.14.1.1

he becomes prohibited or disqualified by the Act from acting as

a director, ceases to be a director by virtue of any provision of

the Act or is removed from office pursuant to this Memorandum

or the Act,

Item

10.16(f) of

Schedule

Item

10.16(e) of

Schedule

Page 24

7.14.1.2

he is absent from meetings of the directors for six consecutive

months without permission of the board (whether or not an

alternate director appointed by him attends) and the directors

have resolved that his office be vacated; or

7.14.1.3

notice is given to terminate his contract of employment or

engagement with the Company where he is in breach of such

contract.

7.14.2

If a director holds an appointment to executive office which terminates

on termination of his office as director, his removal from office pursuant

to this 7.14 shall be deemed an act of the Company and shall take effect

without prejudice to any claim for damages for breach of any contract

of service between him and the Company.

7.14.3

The office of a director who is an employee of any member of the Group

shall be vacated if such director ceases to be employed within the

Group provided that the person concerned shall be eligible for re

appointment or re election as a Director.

7.14.4

If the office of a director is vacated for any reason he shall cease to be

a member of any committee of the board.

7.14.5

A resolution of the board declaring a director to have vacated office

under the terms of this 7.14 shall be conclusive as to the facts and

grounds of vacation stated in the resolution.

7.15

Defect in appointment of director

All acts done by the directors or by a committee of directors or by any person

acting as a director or a member of a committee, shall, notwithstanding that it

shall afterwards be discovered that there was some defect in the appointment

of the directors or persons aforesaid, or that they or any of them were

disqualified from or had vacated office, shall be as valid as if very such person

had been duly appointed and was qualified and had continued to be a director

or member of such committee.

GENERAL PROVISIONS

8.1

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

8.1.1

If any amendments proposed to any preferences, rights, limitations or

other terms of any class of shares, such amendment would be subject

to the prior sanction of a resolution passed at a separate class meeting

of the holders of that class of shares in the same manner, mutatis

Item

10.5(e) of

Schedule

Page 25

mutandis

, as a special resolution.

8.1.2

At every meeting of the holders of that class of shares, the provisions

of this Memorandum relating to general meetings of ordinary

shareholders shall apply, mutatis mutandis, except that a quorum at any

such general meeting shall be any person or persons holding or

representing by proxy at least 2 of that class of shares, provided that if

at any adjournment of such meeting a quorum is not present, the

provisions of this Memorandum relating to adjourned meetings shall

apply,

mutatis mutandis

8.2

Unclaimed amounts and payments of distributions

8.2.1

For so long as is required by the Listings Requirements, the Company

must hold all monies due to shareholders for the benefit of

shareholders, provided that the board may cause any such monies

unclaimed for a period of three years (from the due date for payment)

to be forfeited for the benefit of the Company.

8.2.2

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

payment by post or to employ other means of payment for any

distribution if:

8.2.2.1

in respect of at least two consecutive distributions payable on

those shares the cheque, warrant, order or similar financial

instrument has been returned undelivered or remains uncashed;

8.2.2.2

following one distribution, the distribution payable on those

shares, the cheques, warrants or similar financial instruments

have been returned undelivered or remain uncashed during the

period for which the same are valid, payment by other methods

has failed and reasonable enquiries have failed to establish any

new postal address or account to be used for the purpose,

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

sending cheques, warrants, orders or similar financial instruments in

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

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

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

8.2.3

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

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

constitute the Company a trustee in respect of that amount.

8.2.4

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

Item

10.17(c) of

Schedule

Page 26

a security may be paid by cheque or warrant sent through the post

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

holders, addressed to the holder whose name stands first on the

to such person and at such address as the holder or joint holders may

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

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

account nominated by the holder whose name stands first in the register

in respect of the shares. Every such cheque or warrant shall, unless the

holder or joint holders otherwise direct, be made payable to the order

of the person to whom it is addressed and shall be sent at the risk of

the holder or joint holders. Every such electronic transfer shall be made

at the risk of the holder or joint holders. The Company shall not be

responsible for the loss in transmission of any cheque or warrant or of

any document (whether similar to a cheque or warrant or not) sent

through the post as aforesaid or the loss or misdirection of any

electronic transfer. Payment of any such cheque or warrant, or the

making of such electronic transfer, to whomsoever effected, shall be a

good discharge to the Company.

8.2.5

The directors may from time to time make such regulations as they may

think fit in regard to the payment of distributions to members having

registered addresses outside South Africa, and such regulations may

provide for the payment of such distributions in any foreign currency

and the rate of exchange at which such payment shall be made and

such other matters as the directors may think fit.

8.2.6

The directors may set aside such sum as they think proper as reserves

which shall, at the discretion of the directors be applicable for any

purpose and pending such application may, at the like discretion, either

be employed in the business of the Company or be invested in such

investment as the directors may from time to time think fit. The directors

may also, without placing the same to reserve, carry forward any sum

which they may think prudent not to distribute.

8.2.7

Any payments to shareholders to be made to any shareholder whose

registered address is outside South Africa or who has given written

instructions requesting payment at an address outside South Africa and

any payment to a member whose registered address is outside South

Africa may be paid in such currency or currencies other than the

currency of South Africa as may be stipulated by the directors. The

directors may also stipulate the date upon which the currency of South

Africa will be converted into such other currency or currencies.

8.3

The Company shall be entitled at any time to delegate its obligations to any

member in respect of unclaimed distributions or other unclaimed payments to

any one of the Company’s bankers from time to time.

Page 27

8.4

Odd lot offers

If, upon the implementation of any odd-lot offer made by the Company, or

pursuant to or following any odd-lot offer made by the Company which is

unconditional, in accordance with the Listings Requirements, there are

shareholders with “odd-lot” (as that terms is defined in the Listings

Requirements) holdings , then, unless such shareholders have elected to retain

their odd-lot holdings (which election the Company shall be obliged to grant

each such shareholder), the directors shall be entitled to cause the odd-lot

holdings to be sold on such basis as the directors may determine and the

Company shall account to such shareholders for the proceeds attributable to

them pursuant to the sale of such odd-lot holdings, provided that the odd-lot

offer has been approved by the shareholders in shareholders meeting by

ordinary resolution.

8.5

Independent external auditors

8.5.1

Subject to the provisions of the Act or acts done by any person acting

as independent external auditor, shall as regards all persons dealing in

good faith with the Company, be valid notwithstanding that there is

some defect in his appointment.

8.5.2

All annual financial statements which have been audited and laid before

an annual general meeting shall be deemed conclusively correct, and

shall not be re-opened without the approval of the directors.

8.6

Notices to joint holders

In the case of joint holders of a security, all notices shall unless such holders

otherwise in writing direct and the directors agree, be given to that one of the

joint holders whose name stands first in the register, and notice so given shall

be sufficient notice to all the joint holders.

8.7

Notices to legally incapacitated holder

Any notice or other document delivered, given or sent in accordance with the

provisions of this Memorandum and notwithstanding that such member be then

under legal incapacity, and whether or not the Company knows of his legal

incapacity, be deemed to have been duly served in respect of any security

registered in the name of such member as a sole or joint holder unless his name

shall at the time of service of the notice or document have been removed from

the register as the holder of the security; and such service shall for all purposes

of this Memorandum deem sufficient service of such notice or document or

persons interested (whether jointly with or as claiming through or under him) in

the security.

Page 28

8.8

Waiver by stock exchange

Notwithstanding anything to the contrary contained in this Memorandum, where

any action or matter is expressed in this Memorandum to be subject to

compliance with the Listings Requirements or rules of any Stock Exchange

which the Company’s directors are listed or quoted, a waiver of such

requirement or rules by the Stock Exchange concerned shall constitute

compliance with those requirements or rules for the purposes of this

Memorandum.

8.9

Transmission of shares

8.9.1

Persons entitled to shares on death

8.9.1.1

If a shareholder dies, the only persons the Company shall

recognise as having any title to his interest in the shares shall

be:

8.9.1.1.1

the survivors or survivor where the deceased was a joint

holder; and

8.9.1.1.2

the executors or administrators of the deceased where

he was a sole or only surviving holder.

8.9.1.2

Nothing in this 8.9.1 shall release the estate of a deceased

shareholder (whether sole or joint) from any liability in respect

of any share held by him.

8.9.2

Election by persons entitled by transmission

8.9.2.1

A person becoming entitled to a share in consequence of the

death or bankruptcy of a shareholder or otherwise by operation

of law may either:

8.9.2.1.1

be registered himself as holder of the share upon giving

to the Company notice in writing to that effect, or

8.9.2.1.2

transfer such share to some other person, in which case

he shall, in the case of a certificate share, execute an

instrument of transfer of such shares to that person and,

in the case of an uncertificated share, either procure that

all appropriate instructions are given by means of the

computer based system, and procedures, which enables

title to units of a security to be evidenced and transferred

Page 29

without a written instrument to effect the transfer of such

share to such person or change the uncertificated share

to certificated form and then execute an instrument of

transfer of such share to such person,

upon supplying to the Company such evidence as the directors

may reasonably require to show his title to the share.

8.9.2.2

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

the death or bankruptcy of a member or of any other event giving

rise to its transmission by operation of law is proved to the

satisfaction of the directors, the directors shall, within 60 days

after proof, cause the entitlement of that person to be noted in

the register. All the limitations, restrictions and provisions of this

Memorandum relating to the right to transfer and the registration

of transfers of shares shall apply to any such notice or transfer

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

shareholder registered as the holder of any such share.

8.9.3

Rights of persons entitled by transmission

8.9.3.1

A person becoming entitled to a share in consequence of the

death or bankruptcy of a shareholder or otherwise by operation

of law:

8.9.3.1.1

subject to 8.9.3.1.2, shall be entitled to the same

distributions and other advantages as a registered

holder of the share upon supplying to the Company such

evidence as the directors may reasonably require to

show his title to the share; and

8.9.3.1.2

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

share in relation to general meetings until he has been

registered as a shareholder in respect of the share.

8.9.3.2

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

transferred to some other person pursuant to 8.9.2 shall cease

to be entitled to any rights or advantages in relation to such

share upon that other person being registered as the holder of

that share.

8.9.3.3

The directors may at any time give notice requiring any person

becoming entitled to a share in consequence of the death or

bankruptcy of a shareholder or otherwise by operation of law to

elect either to be registered himself or to transfer the share. If

the notice is not complied with within 60 days the directors may

thereafter withhold payment of all distributions and other

Page 30

moneys payable in respect of such share until the requirements

of the notice have been complied with.

8.9.4

Prior notices binding

If a notice is given to a shareholder in respect of a share, a person

entitled to that share is bound by the notice if it was given to the

shareholder before the name of the person entitled was entered into the

8.10

Fractions arising on consolidation, subdivision or otherwise

Whenever as a result of a consolidation, subdivision, distribution of capitalised

reserve, re-designation of shares, or for any other reason, any shareholder

would become entitled to fractions of a share, the directors shall round down

the allocation of shares to the nearest whole number resulting in the allocations

of whole securities and make a cash payment for the fraction in accordance

with the provisions of the Listing Requirements.

RIGHTS ATTACHING TO PREFERENCE SHARES

Rights, privileges, restrictions and other conditions applicable to the A redeemable

preference shares of 50 cents each, the B redeemable preference shares of 1 cent

each and the C redeemable preference shares of no par value in the Company.

For purposes of this 9, the “Moab Lease Area” means the total lease area of 2

149,2631 hectares of the Mining Leases as ceded to the Company (formerly Vaal

Reefs Exploration and Mining Company Limited) by virtue of Deeds of Cession of

Mining Leases Nos 23/92 and 26/92 and as reflected in the diagrams attaching to the

Mining Leases being RMT Nos 52/91 and 53/91.

9.1

Rights attaching to A preference shares

9.1.1

The following terms shall apply to the A redeemable preference shares

of 50 cents each (“the A preference shares”), in the share capital of the

Company:

9.1.1.1

The A preference shares shall be allotted to Eastvaal Gold

Holdings Limited as fully paid.

9.1.1.2

The A preference shares shall rank pari passu with each other

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

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

preference shares”) and the C redeemable preference shares of

Page 31

no par value (“the C preference shares”).

9.1.1.3

The A preference shares shall confer the following rights on the

holder thereof:

9.1.1.3.1

after payment in full of the annual dividend on the B

preference shares and the C preference shares, the right

to an annual dividend equivalent to the balance of the

after tax profits arising from income derived from mining

the Moab Lease Area as determined by the directors in

each financial year, but shall confer no right to any

dividend payment from any other profits of the Company;

9.1.1.3.2

to receive on redemption:

9.1.1.3.2.1

the nominal value of the said A preference

shares;

9.1.1.3.2.2

a premium per share of an amount equal to the

net proceeds available from the disposal of the

assets relating to the Moab Lease Area, after

redemption in full of the B preference shares

and the C preference shares, and payment of

the nominal value of the A preference shares,

divided by 2 000 000. Any amount transferred

to the share premium account of the Company

pursuant to section 76(2) of the Companies

Act, 1973, consequent upon the issue of such

shares may be used to provide for any

premium on the redemption of the shares;

9.1.1.3.3

against payment of the said nominal value and premium,

if any, such shares shall be fully redeemed and shall

constitute part of the authorised and unissued share

capital of the Company;

9.1.1.3.4

the A preference shares shall have no right to redemption

from any proceeds otherwise arising.

9.1.1.4

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

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

meeting of the Company and to vote thereat and on a poll shall

entitle the holder to one vote for each A preference share held

provided that at every general meeting of the Company at which

the holders of the Ordinary Shares, the A preference shares, the

B preference shares and the C preference shares are present

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

Page 32

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

held, the holders of the Ordinary Shares shall be entitled to 50

votes for each Ordinary Share held, the holder of the B

preference shares shall be entitled to one vote for each B

preference share held and the holder of the C preference shares

shall be entitled to one vote for each C preference share held.

9.1.1.5

At every separate meeting of the holder of the A preference

shares the provisions of this Memorandum and the Act relating

to the voting at general meetings of Ordinary Shareholders and

the appointment of proxies to act thereat, shall apply, mutatis

mutandis, except that at any such separate meeting the sole

holder of the A preference shares shall constitute a quorum.

9.1.1.6

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

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

Ordinary Shares in the capital of the Company then issued, but

after any payment in respect of the B preference shares and the

C preference shares in the capital of the Company then issued,

to receive only so much of the net proceeds from the disposal of

the assets relating to the Moab Lease Area as is then available

for distribution.

9.1.1.7

The A preference shares shall not be entitled to any

participation, on a winding-up, in any of the surplus funds of the

Company in any other manner arising.

9.2

Rights attaching to B preference shares

9.2.1

The following terms shall apply to the B preference shares:

9.2.1.1

The B preference shares shall be issued at par plus a premium

of R249.99 per share. The said shares shall be subscribed for

by and allotted to Eastvaal Gold Holdings Limited at a price of

R250.00 per share.

9.2.1.2

The B preference shares shall rank pari passu with each other

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

the A preference shares and the C preference shares.

9.2.1.3

The B preference shares shall confer the following rights on the

holder thereof:

9.2.1.3.1

the right to an annual dividend amounting to the lesser

of 5 per cent of the issue price of the B preference shares

or an amount equivalent to the balance of the after tax

Page 33

profits arising from income derived from mining the

Moab Lease Area as determined by the directors in each

financial year. The annual dividend shall be a first charge

on any profit available for distribution from the Moab

Lease Area but shall not be payable from any other

profits of the Company;

9.2.1.3.2

to receive on redemption:

9.2.1.3.2.1

the nominal value of the said B preference

shares;

9.2.1.3.2.2

a premium of up to R249.99 per share, but

limited to an amount equal to the net proceeds

available from the disposal of the assets relating

to the Moab Lease Area after payment of the

nominal value of the B preference shares. Any

such premium shall be payable from so much of

the share premium account as arose on the

issue of the shares;

9.2.1.3.3

against payment of the said nominal value and premium,

if any, such shares shall be fully redeemed and shall

constitute part of the authorised and unissued share

capital of the Company;

9.2.1.3.4

the redemption of the B preference shares shall be a first

charge against the net proceeds from the disposal of the

assets relating to the Moab Lease Area following

permanent cessation of mining operations in the Moab

Lease Area, but shall have no right to redemption from

any proceeds otherwise arising.

9.2.1.4

The B preference shares shall confer on the holder thereof the

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

Company provided that:

9.2.1.4.1

the holder of a B preference share shall not be entitled

to vote at such meeting, except:

9.2.1.4.1.1

during any period commencing six months after

the due date for payment of any B preference

share dividend which has been declared and

during which such B preference dividend or any

part of such B preference dividend remains in

arrear and unpaid; or

Page 34

9.2.1.4.1.2

in regard to any resolution proposed which

directly affects any of the rights attached to the

B preference shares or the interests of the

holders of the B preference shares, including a

resolution for the winding-up of the Company or

for the reduction of its capital; or

9.2.1.4.1.3

in regard to any resolution of the Company

proposed for the disposal of the whole or

substantially the whole of the undertaking of the

Company or the whole or the greater part of the

assets of the Company, or the whole or the

greater part of the assets relating to the

operations in the Moab Lease Area;

9.2.1.4.2

subject to 4.12, at every general meeting of the

Company at which the holders of the Ordinary Shares,

the A preference shares, the B preference shares and

the C preference shares are present and entitled to vote,

on a poll the holder of the A preference shares shall be

entitled to 50 votes for each A preference share held, the

holders of the Ordinary Shares shall be entitled to 50

votes for each Ordinary Share held, the holder of the B

preference shares shall be entitled to one vote for each

B preference share held and the holder of the C

preference shares shall be entitled to one vote for each

C preference share held.

9.2.1.5

At every separate meeting of the holder of the B preference

shares the provisions of this Memorandum and the Act relating

to the voting at general meetings of Ordinary Shareholders and

the appointment of proxies to act thereat, shall apply, mutatis

mutandis, except that at any such separate meeting the sole

holder of the B preference shares shall constitute a quorum.

9.2.1.6

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

of the Company in priority to any payment in respect of the

Ordinary Shares, the A preference shares and the C preference

shares then in issue, to receive only so much of the net

proceeds from the disposal of the assets relating to the Moab

Lease Area as is available for distribution but not exceeding a

return per B preference share of the capital paid-up thereon and

any share premium paid on the issue of the B preference shares

outstanding at that time.

9.2.1.7

The B preference shares shall not be entitled to any

participation, on a winding-up, in any of the surplus funds of the

Company in any other manner arising.

Page 35

9.3

Rights attaching to the C preference shares

9.3.1

The following terms shall apply to the C preference shares:

9.3.1.1

The C preference shares shall be issued at a price of R250.00

per share. The said shares shall be subscribed for by and

allotted to Eastvaal Gold Holdings Limited at an issue price of

R250.00 per share.

9.3.1.2

The C preference shares shall rank pari passu with each other

and except as provided for in this 9, with the B preference

shares and the A preference shares.

9.3.1.3

The C preference shares shall confer the following rights on the

holder thereof:

9.3.1.3.1

the right to an annual dividend amounting to the lesser

of 5 per cent of the issue price of the C preference

shares or an amount equivalent to the balance of the

after tax profits arising from income derived from mining

the Moab Lease Area as determined by the directors in

each financial year. The annual dividend shall be a first

charge on any profit available for distribution from the

Moab Lease Area ranking after and following payment

of any annual dividend payable to the holder of the B

preference shares in terms of 9.2.1.3.1 but shall not be

payable from any other profits of the Company;

9.3.1.3.2

to receive on redemption the aggregate issue price of

the said C preference shares but limited to an amount

equal to the net proceeds available from the disposal of

the assets relating to the Moab Lease Area and only

after the B preference shares have received payment in

full in terms of 9.2.1.3.2;

9.3.1.3.3

against payment of the said issue price, such shares

shall be fully redeemed and shall constitute part of the

authorised and unissued share capital of the Company;

9.3.1.3.4

the redemption of the C preference shares shall be a first

charge against the net proceeds from the disposal of the

assets relating to the Moab Lease Area following

permanent cessation of mining operations in the Moab

Lease Area ranking after and following redemption of the

B preference shares in terms of 9.2.1.3.4, but shall have

no right to redemption from any proceeds otherwise

arising.

Page 36

9.3.1.4

The C preference shares shall confer on the holder thereof the

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

Company provided that:

9.3.1.4.1

the holder of a C preference share shall not be entitled

to vote at such meeting, except:

9.3.1.4.1.1

during any period commencing six months after

the due date for payment of any C preference

share dividend which has been declared and

during which such C preference dividend or any

part of such C preference dividend remains in

arrear and unpaid; or

9.3.1.4.1.2

in regard to any resolution proposed which

directly affects any of the rights attached to the

C preference shares or the interests of the

holders of the C preference shares, including a

resolution for the winding-up of the Company or

for the reduction of its capital; or

9.3.1.4.1.3

in regard to any resolution of the Company

proposed for the disposal of the whole or

substantially the whole of the undertaking of the

Company or the whole or the greater part of the

assets of the Company, or the whole or the

greater part of the assets relating to the

operations in the Moab Lease Area;

9.3.1.4.2

subject to 4.12, at every general meeting of the

Company at which the holders of the Ordinary Shares,

the A preference shares, the B preference shares and

the C preference shares are present and entitled to vote,

on a poll the holder of the A preference shares shall be

entitled to 50 votes for each A preference share held, the

holders of the Ordinary Shares shall be entitled to 50

votes for each Ordinary Share held, the holder of the B

preference shares shall be entitled to one vote for each

B preference share held and the holder of the C

preference shares shall be entitled to one vote for each

C preference share held.

9.3.1.5

At every separate meeting of the holder of the C preference

shares the provisions of this Memorandum and the Act relating

to the voting at general meetings of Ordinary Shareholders and

the appointment of proxies to act thereat, shall apply, mutatis

mutandis, except that at any such separate meeting the sole

holder of the C preference shares shall constitute a quorum.

Page 37

9.3.1.6

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

of the Company, ranking after and following payment of the

holders of the B preference shares in terms of 9.2.1.6, but in

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

capital of the Company then issued, to receive only so much of

the net proceeds from the disposal of the assets relating to the

Moab Lease Area as is available for distribution but not

exceeding a return per C preference share of the capital paid-

up on the issue of the B preference shares outstanding at that

time.

9.3.1.7

The C preference shares shall not be entitled to any

participation, on a winding-up, in any of the surplus funds of the

Company in any other manner arising.

9.4

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

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

Company:

9.4.1

The rights attaching to the A, B and C preference shares and the

interests of the holders of the A, B and C preference shares shall not

be regarded as being directly affected or modified by the creation by the

Company of any further shares of any class unless those new shares

rank as regards participation in the assets or profits of the Company

from the Moab Lease Area in some or all respects in priority to or pari

passu with the A, B and C preference shares.

9.4.2

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

of this Memorandum.

9.4.3

Without the prior written consent of the holders of the A, B and C

preference shares or the prior sanction of resolutions at separate

general meetings of the holders of the A, B and C preference shares

passed in the same manner, mutatis mutandis, as a special resolution:

9.4.3.1

none of the rights attaching to the A, B and C preference shares

may be modified;

9.4.3.2

no shares in the capital of the Company, ranking as regards

participation in the assets or profits of the Company arising from

operations in the Moab Lease Area in some or all respects in

priority to or pari passu with the A, B and C preference shares

shall be created.

9.4.4

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

shares shall be redeemed, but only after cessation of mining operations

Page 38

in the Moab Lease Area and realisation of the assets relating to the

Moab Lease Area.”

Page 39

SCHEDULE 1 – AUTHORISED SHARES

A. Classified shares

600 000 000 ordinary shares of 25 cents, each of which shall entitle the holder,

subject to any preferences, rights or other share terms of any class of shares

in the Company ranking prior to the ordinary shares:

(i)

unless otherwise provided for in this Memorandum, to one vote for

every ordinary share;

(ii)

to receive any distribution in accordance with the holder’s voting power;

(iii)

on a liquidation of the Company, to receive the net assets of the

Company in accordance with the holder’s voting power;

(iv)

to all of the preferences, rights or other terms set out in the Act or this

Memorandum;

(v)

to any other rights at common law insofar as such rights are not

inconsistent with this Memorandum or the Act.

2 000 000 A redeemable preference shares of 50 cents each of which shall

entitle the holder, subject to any preferences, rights or other share terms of any

class of shares in the Company ranking prior to the A redeemable preference

shares, to all of the preferences, rights or other terms set out in this

Memorandum.

5 000 000 B redeemable preference shares of 1 cent each of which shall entitle

the holder, subject to any preferences, rights or other share terms of any class

of shares in the Company ranking prior to the B redeemable preference shares,

to all of the preferences, rights or other terms set out in this Memorandum.

30 000 000 C redeemable preference shares of no par value each of which

shall entitle the holder, subject to any preferences, rights or other share terms

of any class of shares in the Company ranking prior to the C redeemable

preference shares, to all of the preferences, rights or other terms set out in this

Memorandum.

B. Unclassified shares

None.

Share capital

South African Rands

600,000,000 ordinary shares of R0.25 each

150,000,000

2,000,000 A redeemable preference shares of R0.50 each

1,000,000

5,000,000 B redeemable preference shares of R0.01 each

50,000

30,000,000 C redeemable preference shares of no par value

COMPANIES ACT, 2008

MEMORANDUM OF INCORPORATION

OF A PROFIT COMPANY

(PUBLIC COMPANY)

NAME OF COMPANY:

ANGLOGOLD ASHANTI LIMITED

(“Company”)

REGISTRATION NUMBER:

1944/017354/06

This Memorandum of Incorporation was adopted by Special Resolution passed by

shareholders on 27 March 2013, a copy of which was Filed with the Companies and

Intellectual Property Commission on 3 April 2013 as contemplated in the Companies Act No.

71 of 2008 (as amended), together with the notice of amendment in substitution for the existing

Memorandum of Incorporation (being the memorandum of association and articles of

association of the Company, which were the constitutional documents of the Company in

terms of the Companies Act No. 61 of 1973).

The Memorandum of Incorporation in the prescribed form as contemplated in section

13(1)(a)(i) of the Companies Act No. 71 of 2008, as amended, shall not apply to the Company.

This Memorandum of Incorporation was

last

amended by a Special Resolution passed at the

Annual General Meeting of Shareholders held on

4 May 201616 May 2017

by:



aligning certain provisions with amendments to the JSE Listings Requirements; and



aligning certain provisions with the Companies Act, company practice and good

corporate governance.



Increasing the current authorised share capital of the Company by the creation of

30,000,000 new C redeemable preference shares of no par value having the

preferences, rights, limitations and other terms set out in the new article 9 of the

Memorandum of Incorporation of the Company.



Substituting Clause 9 with a new clause.



Updating Schedule 1.

The Special Resolution was Filed with the Companies and Intellectual Property Commission

on 17

May

2017

and the changes became effective on this date.

Page 2

INDEX

INTRODUCTION ........................................................................................................... 3

INTERPRETATION ....................................................................................................... 3

GENERAL ...................................................................................................................... 5

SECURITIES OF THE COMPANY ............................................................................... 6

SHAREHOLDER RIGHTS AND PROXY FORMS ....................................................... 10

SHAREHOLDERS MEETINGS ..................................................................................... 11

DIRECTORS AND OFFICERS ....................................................................................... 15

GENERAL PROVISIONS ............................................................................................... 25

RIGHTS ATTACHING TO PREFERENCE SHARES ..................................................... 31

SCHEDULE 1 – AUTHORISED SHARES .............................................................................. 39

A. Classified shares ............................................................................................................... 39

B. Unclassified shares .......................................................................................................... 39

Page 3

INTRODUCTION

1.1

The Memorandum of Incorporation in the prescribed form contemplated in

section 13(1)(a)(i) of the Act shall not apply to the Company.

1.2

The Company is incorporated as a public company in terms of the Act and,

accordingly:

1.2.1

the Company is not prohibited from offering its securities to the public;

and

1.2.2

the transfer of the Company’s securities is unrestricted save as

set out

in this Memorandumrequired by statute, subject to the provisions of the

Listings Requirements

1.3

Subject to 9.4.3, this Memorandum does not contain any restrictive conditions

contemplated in section 15(2)(b) of the Act and does not contain any

requirement for the amendment of any particular provision of this Memorandum

in addition to the requirements of the Act.

INTERPRETATION

In this Memorandum, including the introduction above, and unless the context requires

otherwise:

2.1

words importing any one gender shall include the other two genders;

2.2

the singular shall include the plural and vice versa;

2.3

any word which is defined in the Act and is not defined in 2.5, shall bear that

statutory meaning in this Memorandum;

2.4

the headings have been inserted for convenience only and shall not be used

for or assist or affect their interpretation;

2.5

each of the following words and expressions shall have the meaning stated

opposite it and cognate expressions shall have a corresponding meaning,

namely:

Item

10.2(a) of

Schedule

Page 4

2.5.1

“the Act”

the Companies Act, 2008, together with the

Companies Regulations, 2011, as amended

or substituted from time to time;

2.5.2

“Business Day”

a day on which banks are ordinarily open for

business

both

London

and

Johannesburgeach of the jurisdictions in

which the Ordinary Shares of the Company

are listed on an exchange

, excluding

Saturdays, Sundays and official public or

bank holidays in

the United Kingdom or

South Africasuch jurisdictions

;

2.5.3

“Chairman”

the chairman of the directors appointed in

accordance with

7.7

;

2.5.4

“CSDP”

Central Securities Depository Participant,

being a ‘participant’ as defined in section 1 of

the

Securities Services Act, 2004Financial

Markets Act, 2012

, as amended or

substituted from time to time, and appointed

by individual shareholders for the purposes

of, and in regard to, demateriali

ation in

terms of such act;

2.5.5

“Group”

the Company and its subsidiaries from time

to time and “a member of the Group” means

any one of them;

2.5.6

“JSE”

means the JSE Limited, registration number

2005/022939/06, or any other successor

body licensed as an exchange under the

Securities Services Act, 2004Financial

Markets Act, 2012

, as amended or

substituted from time to time;

2.5.7

“Ordinary

Shareholder”

a holder of Ordinary Shares;

2.5.8

“Ordinary Shares”

ordinary shares of 25 cents each in the

capital of the Company;

2.5.9

“Listings

Requirements”

the Listings Requirements of the JSE, as

amended or substituted from time to time;

2.5.10

“this Memorandum”

this Memorandum of Incorporation and

includes its Schedule, which forms part of it;

and

2.5.11

“month”

calendar month;

and

2.5.12

“year”

calendar year.

Page 5

GENERAL

3.1

Liability of incorporators, shareholders or directors

This Memorandum does not impose any liability on any person for the liabilities

or obligations of the Company, solely by reason of such person being an

incorporator, shareholder or director of the Company as contemplated by

section 19(2) of the Act.

3.2

Powers of the Company

This Memorandum does not restrict, limit or qualify the legal powers or capacity

of the Company in section 19(1)(b) of the Act.

3.3

Memorandum of Incorporation and rules

3.3.1

The requirements set out in section 16(1)(c)(i) of the Act regarding

proposals for amendments to this Memorandum apply without

amendment.

3.3.2

The board shall not have the power to make, amend or repeal any

necessary or incidental rules relating to the governance of the Company

in respect of matters that are not addressed in the Act or this

Memorandum, in accordance with the provisions of sections 15(3) to

15(5) of the Act.

3.3.3

If the board, or any individual authorised by the board, alters this

Memorandum in any manner necessary to correct a patent error in

spelling, punctuation, reference, grammar or similar defect on the face

of the document, it must publish a notice of such alteration on the

Company’s website, and must file a notice of alteration in the manner

prescribed by the Act.

3.4

Financial assistance to related persons

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

to authorise the Company to provide direct or indirect financial assistance to

any person contemplated in section 45 of the Act.

3.5

Solvency and liquidity test

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

test provided in section 4 of the Act.

Item 10.4 of

Schedule

Item 10.5(d)

of Schedule

Page 6

SECURITIES OF THE COMPANY

4.1

Pari Passu

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

4.2

Authorisation for shares

4.2.1

The Company is authorised to issue the shares specified in Schedule

1, provided that, if required by the Act or the Listings Requirements, the

Company may only issue:

4.2.1.1

unissued shares to shareholders of a particular class of shares,

pro rata

to the shareholders’ existing shareholding unless any

such shares were issued for an acquisition of assets;

4.2.1.2

unissued shares or options

for cash or options,

other than as

envisaged in

4.2.21.1

4.2.1, as the directors in their discretion

think fit, if approved by the shareholders in general meeting,

subject to the Listings Requirements; and

4.2.1.3

shares that are fully paid up.

4.2.2

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

board to:

4.2.2.1

increase or decrease the number of authorised shares of any

class of shares;

4.2.2.2

reclassify any shares that have been authorised but not issued;

4.2.2.3

classify any unclassified shares that have been authorised but

not issued;

4.2.2.4

determine the preferences, rights, limitations or other terms of

any class of authorised shares or amend any preferences,

rights, limitations or other terms so determined,

subject to any requirements set out in the Listings Requirements and

this Memorandum.

Items 10.1

and 10.9(a)

of Schedule

Item 10.9(c)

of Schedule

Items

10.2(a) of

Schedule

Items

10.5(d) of

Schedule

Item 10.5(a)

of Schedule

Page 7

4.3

Financial assistance for the subscription or purchase of securities or

options

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

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

purpose of, or in connection with, the subscription of any option, or any

securities, issued or to be issued by the Company or a related or inter-related

company, or for the purchase of any securities of the Company or any related

or inter-related company, in accordance with the Act.

4.4

Capitalisation shares

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

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

4.4.1

approve the issue of any authorised shares of the Company as

capitalisation shares, on a pro rata basis to the shareholders of one or

more classes of shares;

4.4.2

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

respect of shares of another class; or

4.4.3

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

capitalisation share, at a value determined by the board.

4.5

Company or subsidiary acquiring Company’s shares and distributions

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

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

the Act and the Listings Requirements.

4.6

Debt instruments

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

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

provided that the board may not grant special privileges regarding the attending

and voting at general meetings of the Company or the appointment of directors

in respect of such debt instruments.

Item

10.9(b) of

Schedule

and item

10.17(a) of

Schedule

Item 10.10

of Schedule

Item 10.6 of

Schedule 10

Item 10.7

Schedule

Item 10.8 of

Schedule

Page 8

4.7

Registration of beneficial interests

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

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

the name of, one person for the beneficial interest of another.

4.8

Commission

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

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

of such person procuring or agreeing to procure subscriptions for shares,

provided that such commission shall be subject to any limitations in the Act or

the Listings Requirements.

4.9

Authority to sign transfer deeds

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

purpose of transferring shares that may be lodged, produced or exhibited with

or to the Company at any of its transfer offices shall, as between the Company

and the grantor of such authorities, be taken and deemed to continue and

remain in full force and effect, and the Company may allow the same to be

acted upon until such time as express notice in writing of the revocation of the

same shall have been given and lodged at the Company’s transfer offices at

which the authority was lodged, produced or exhibited.

Even after the giving

and lodging of such notices, the Company shall be entitled to give effect to any

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

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

4.10

Fully paid up shares not subject to lien

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

shall be freely transferable.

4.11

Securities registered in the name of a deceased or insolvent holder

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

forfeited if the executor fails to register them in his own name or in the name of

the heir(s) or legatees when called upon by the directors to do so.

4.12

Limitation of voting rights

The holders of any securities other than Ordinary Shares

shall not be entitled

to vote on any resolution taken by the company save as expressly provided for

in this Memorandum.

For so long as this is required by the Listings

Item 10.14

of Schedule

Item

10.2(b) of

Schedule

Item 10.12

Schedule

Item 10.13

Schedule

Items

10.5(c)

and

10.5(h) of

Schedule

Page 9

Requirements, in instances that such shareholders are allowed to vote at

general or annual general meetings, their votes may not carry any special rights

or privileges and they shall be entitled to one vote for each share that they hold,

provided their total voting right at a general or annual general meeting may

never be more than 24.99% of the total voting rights of all shareholders at such

meeting.

It is recorded that the existing rights of the holders of preference