Bond AngloGold 6.5% ( US03512TAB70 ) in USD

AngloGold

97.78 % ▼

United Kingdom

US03512TAB70 ( in USD )

6.5% per year ( payment 2 times a year)

14/04/2040

Prospectus brochure of the bond AngloGold US03512TAB70 en USD 6.5%, maturity 14/04/2040

1 000 USD

300 000 000 USD

03512TAB7

BB+ ( Non-investment grade speculative )

Baa3 ( Lower medium grade - Investment-grade )

15/10/2024 ( In 181 days )

The Bond issued by AngloGold ( United Kingdom ) , in USD, with the ISIN code US03512TAB70, pays a coupon of 6.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/04/2040

The Bond issued by AngloGold ( United Kingdom ) , in USD, with the ISIN code US03512TAB70, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by AngloGold ( United Kingdom ) , in USD, with the ISIN code US03512TAB70, was rated BB+ ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents

Filed pursuant to Rule 424(b)(5)
Registration No. 333-161634

CALCULATION OF REGISTRATION FEE

Amount of
Title of Each Class of
Aggregate
Registration
Securities to be Registered
Offering Price
Fee(1)

5.375% Notes due 2020 of AngloGold Ashanti Holdings plc
$ 700,000,000 $ 49,910
6.50% Notes due 2040 of AngloGold Ashanti Holdings plc
$ 300,000,000 $ 21,390
Guarantees of AngloGold Ashanti Limited in connection with the
--
--
5.375% Notes due 2020 and the 6.50% Notes due 2040(2)

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933.

(2) Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is payable with
respect to the guarantees of AngloGold Ashanti Limited in connection with the guaranteed
debt securities.

Prospectus Supplement to Prospectus dated April 20, 2010

AngloGold Ashanti Holdings plc

$700,000,000 5.375% notes due 2020
$300,000,000 6.50% notes due 2040

Fully and Unconditionally Guaranteed by
AngloGold Ashanti Limited

The 5.375% notes due 2020, which we refer to as the "2020 notes", will bear interest at a
rate of 5.375% per year. The 6.50% notes due 2040, which we refer to as the "2040 notes",
will bear interest at a rate of 6.50% per year. AngloGold Ashanti Holdings plc, or Holdings, will
pay interest on each of the 2020 notes and the 2040 notes each April 15 and October 15,
commencing on October 15, 2010.

We refer to the 2020 notes and the 2040 notes collectively as the "notes". Unless Holdings
redeems the notes earlier, the 2020 notes will mature on April 15, 2020 and the 2040 notes
will mature on April 15, 2040. The notes will rank equally with Holdings' senior, unsecured
debt obligations and the guarantees will rank equally with all other senior, unsecured debt
obligations of AngloGold Ashanti Limited.

Holdings may redeem some or all of the 2020 notes or the 2040 notes at any time and
from time to time at the redemption prices determined in the manner described in this
prospectus supplement. Holdings may also redeem the notes in whole if certain tax events
occur as described in this prospectus supplement. In addition, upon the occurrence of both
(i) a change of control of AngloGold Ashanti Limited and (ii) a downgrade, within a specified
period, of a series of notes below an investment grade rating by each of Moody's Investors
Service, Inc. and Standard & Poor's Ratings Services, Holdings will be required to make an
offer to purchase such series of notes at a price equal to 101% of its principal amount plus
accrued and unpaid interest, if any, to the date of repurchase. The notes will be issued in
denominations of $1,000 and integral multiples of $1,000.

We will apply to list the notes on the New York Stock Exchange. Currently, there is no
public market for the notes.

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See "Risk Factors" starting on page S-15 of this prospectus
supplement to read about factors you should consider before investing
in the notes.

Neither the United States Securities and Exchange Commission nor any other
regulatory body has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus supplement and the accompanying
prospectus. Any representation to the contrary is a criminal offense.

Per 2020 note

Per 2040 note

Total

Initial public offering price(1)

99.85 %
98.435 %

$ 994,255,000
Underwriting discount

0.45 %
0.875
%

$ 5,775,000

Proceeds, before expenses, to AngloGold
Ashanti
Holdings plc

99.40 %
97.56
%

$ 988,480,000

(1) Plus accrued interest, if any, from April 28, 2010 if settlement occurs after that date.

The underwriters expect to deliver the notes to purchasers in book-entry form only through
the facilities of The Depository Trust Company for the accounts of its direct and indirect
participants (including Euroclear S.A./N.V., as operator of the Euroclear System, and
Clearstream Banking, société anonyme) on or about April 28, 2010.

Joint Book-Runners

Barclays Capital
Goldman, Sachs & Co.
RBC Capital Markets
Standard Chartered Bank

Co-Managers

BMO Capital MarketsMitsubishi UFJ Securities Scotia Capital

Prospectus Supplement dated April 21, 2010
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TABLE OF CONTENTS

Prospectus Supplement

Page

ABOUT THIS PROSPECTUS SUPPLEMENT
S-iii
WHERE YOU CAN FIND MORE INFORMATION
S-iii
NOTE REGARDING FORWARD-LOOKING STATEMENTS
S-iii
ENFORCEMENT OF CERTAIN CIVIL LIABILITIES
S-iv
NON-GAAP FINANCIAL MEASURES
S-v
INCORPORATION BY REFERENCE
S-v
PROSPECTUS SUPPLEMENT SUMMARY
S-1
THE OFFERING
S-12
RISK FACTORS
S-15
USE OF PROCEEDS
S-35
CAPITALIZATION
S-36
RECONCILIATION OF TOTAL CASH COSTS AND TOTAL PRODUCTION COSTS
TO FINANCIAL STATEMENTS
S-37
RATIO OF EARNINGS TO FIXED CHARGES
S-39
EXCHANGE RATE INFORMATION
S-40
DESCRIPTION OF NOTES
S-41
TAXATION
S-52
UNDERWRITING/CONFLICTS OF INTEREST
S-56
LEGAL MATTERS
S-60
EXPERTS
S-60
Prospectus
ABOUT THIS PROSPECTUS

1
WHERE YOU CAN FIND MORE INFORMATION

1
FORWARD-LOOKING STATEMENTS

2
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

2
ANGLOGOLD ASHANTI LIMITED

2
ANGLOGOLD ASHANTI HOLDINGS PLC

3
ANGLOGOLD ASHANTI HOLDINGS FINANCE PLC

3
RISK FACTORS

4
RATIO OF EARNINGS TO FIXED CHARGES

4
REASONS FOR THE OFFERING AND USE OF PROCEEDS

4
PROSPECTUS SUPPLEMENT

5
SOUTH AFRICAN RESERVE BANK APPROVAL

5
DESCRIPTION OF SHARE CAPITAL

5
DESCRIPTION OF ADSs

5
DESCRIPTION OF DEBT SECURITIES

6
DESCRIPTION OF WARRANTS
23
DESCRIPTION OF RIGHTS TO PURCHASE ORDINARY SHARES
24
TAXATION
24
PLAN OF DISTRIBUTION
25
LEGAL MATTERS
26
EXPERTS
26

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Table of Contents

ABOUT THIS PROSPECTUS SUPPLEMENT

This document consists of two parts. The first part is this prospectus supplement, which
describes the specific terms of this offering of debt securities of AngloGold Ashanti Holdings
plc guaranteed by AngloGold Ashanti Limited. The second part, the accompanying base
prospectus, presents more general information. Generally, when we refer only to the
"prospectus", we are referring to the base prospectus, including the documents incorporated
by reference in the base prospectus.

If the description of this offering varies between this prospectus supplement and the
accompanying prospectus, you should rely on the information in this prospectus supplement.

You should rely only on the information contained in this document or in one to which we
have referred you in this prospectus. We have not authorized anyone to provide you with
information that is different. This document may be used only where it is legal to sell these
securities. The information in this document may be accurate only on the date hereof.

Unless the context requires otherwise, in this prospectus, "Holdings" refers to AngloGold
Ashanti Holdings plc and the "Company", the "Group", "we" or "us" refers to AngloGold
Ashanti Limited and its consolidated subsidiaries.

In connection with the offering, the underwriters are not acting for anyone other than us
and they will not be responsible to anyone other than us for providing the protections
afforded to their clients or for providing advice in relation to the offering.

In this prospectus supplement, references to rands, ZAR and R are to the lawful currency
of the Republic of South Africa, references to Australian dollars, AUD dollars and A$ are to
the lawful currency of Australia, references to US dollars, dollars or $ are to the lawful
currency of the United States, references to £ or British pounds are to the lawful currency of
the United Kingdom, references to cedi are to the lawful currency of Ghana and references to
BRL and real are to the lawful currency of Brazil.

WHERE YOU CAN FIND MORE INFORMATION

We file annual and other reports with the United States Securities and Exchange
Commission, or SEC. The SEC maintains a website (http://www.sec.gov) on which our
annual and other reports are made available. Such reports may also be read and copied at
the SEC's public reference room at 100 F Street, N.E., Washington DC 20549. Please call
the SEC at +1-800-SEC-0330 for further information on the public reference room. You may
also read and copy these documents at the offices of the New York Stock Exchange,
20 Broad Street, New York, New York 10005.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement includes and incorporates by reference "forward-looking
information" within the meaning of Section 27A of the Securities Act of 1933, as amended, or
the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or
the Exchange Act. All statements other than statements of historical fact are, or may be
deemed to be, forward-looking statements, including, without limitation, those concerning:
our strategy to reduce our gold hedging positions including the extent and effect of the hedge
reduction; the economic outlook for the gold mining industry; expectations regarding gold
prices, production, cash costs and other operating results; growth prospects and outlook of
our operations, individually or in the aggregate, including the completion and commencement
of commercial operations at our exploration and production projects; the resumption of
production at our mines in Ghana; the completion of announced mergers and acquisitions
transactions; our liquidity and capital resources and expenditure; and the outcome and
consequences of any litigation proceedings or environmental issues. These forward-looking
statements are not based on historical facts, but rather reflect our current expectations
concerning future results and events and generally may be identified by the use of forward-
looking words or phrases such as "believe", "aim", "expect", "anticipate", "intend", "foresee",
"forecast", "likely", "should", "planned", "may", "estimated", "potential" or other similar words
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and phrases. Similarly, statements that describe our objectives, plans or goals are or
may be forward-looking statements.

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These forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause our actual results, performance or achievements to differ
materially from the anticipated results, performance or achievements expressed or implied by
these forward-looking statements. Although we believe that the expectations reflected in
these forward-looking statements are reasonable, no assurance can be given that such
expectations will prove to have been correct.

The risk factors described herein could affect our future results, causing these results to
differ materially from those expressed in any forward-looking statements. These factors are
not necessarily all of the important factors that could cause our actual results to differ
materially from those expressed in any forward-looking statements. Other unknown or
unpredictable factors could also have material adverse effects on our future results.

You should review carefully all information, including the financial statements and the
notes to the financial statements, included in this prospectus supplement (and all documents
incorporated herein by reference). The forward-looking statements included in this
prospectus supplement are made only as of the last practicable date and the forward-looking
statements in the documents incorporated by reference are made only as of the last
practicable date before the filing of such documents. We undertake no obligation to update
publicly or release any revisions to these forward-looking statements to reflect events or
circumstances after the date of this prospectus supplement or to reflect the occurrence of
unanticipated events. All subsequent written and oral forward-looking statements attributable
to us or any person acting on our behalf are qualified by the cautionary statement in this
section.

ENFORCEMENT OF CERTAIN CIVIL LIABILITIES

Holdings is organized under the laws of the Isle of Man and AngloGold Ashanti Limited is
incorporated under the laws of South Africa. All of the directors and officers of Holdings
reside outside the United States and all except two of AngloGold Ashanti Limited's directors
and officers, and the experts named herein, reside outside the United States, principally in
South Africa. You may not be able, therefore, to effect service of process within the United
States upon those directors and officers with respect to matters arising under the federal
securities laws of the United States.

In addition, substantially all of our assets and the assets of our directors and officers are
located outside the United States. As a result, you may not be able to enforce against us or
our directors and officers judgments obtained in US courts predicated on the civil liability
provisions of the federal securities laws of the United States.

We have been advised by Cains Advocates Limited, our Isle of Man counsel that there is
no statutory procedure in the Isle of Man for the recognition or enforcement of judgments of
the US courts. However, under Isle of Man common law, a judgment in personam given by a
US court may be recognized and enforced by an action for the amount due under it provided
that the judgment: (i) is for a debt or definite sum of money (not being a sum payable in
respect of taxes or other changes of a like nature or in respect of a fine or other penalty);
(ii) is final and conclusive; (iii) was not obtained by fraud; (iv) is not one whose enforcement
would be contrary to public policy in the Isle of Man; and (v) was not obtained in proceedings
which were opposed to natural justice in the Isle of Man.

Based on the foregoing, we have been advised by counsel in the Isle of Man that there is
no certainty as to the enforceability in the Isle of Man, either in original actions or in actions
for enforcement of judgments of US courts, of liabilities predicated upon the civil liability
provisions of the US federal securities laws.

We have been advised by Taback & Associates (Pty) Limited, our South African counsel,
that there is doubt as to the enforceability in South Africa, in original actions or in actions for
enforcement or judgments of US courts, of liabilities predicated on the US federal securities
laws.
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NON-GAAP FINANCIAL MEASURES

In this prospectus supplement and in documents incorporated by reference herein, we
present financial items such as "total cash costs", "total cash costs per ounce", "total
production costs" and "total production costs per ounce" that have been determined using
industry standards promulgated by the Gold Institute and are not measures under US GAAP.
An investor should not consider these items in isolation or as alternatives to any measure of
financial performance presented in accordance with US GAAP either in this document or in
any document incorporated by reference herein.

While the Gold Institute has provided definitions for the calculation of "total cash costs",
"total cash costs per ounce", "total production costs" and "total production costs per ounce",
the definitions of certain non-GAAP financial measures included herein may vary significantly
from those of other gold mining companies, and by themselves do not necessarily provide a
basis for comparison with other gold mining companies. However, we believe that total cash
costs and total production costs in total by mine and per ounce by mine are useful indicators
to investors and management of a mine's performance because they provide:

· an indication of a mine's profitability, efficiency and cash flows;

· the trend in costs as the mine matures over time on a consistent basis; and

· an internal benchmark of performance to allow for comparison against other mines,
including both mines that we operate and those operated by other gold mining
companies.

INCORPORATION BY REFERENCE

The SEC allows us to "incorporate by reference" the information we submit to it, which
means that we can disclose important information to you by referring you to certain
documents filed with or furnished to the SEC that are considered part of this prospectus
supplement through incorporation by reference. Information that we file with or furnish to the
SEC in the future and incorporate by reference will automatically update and supersede the
previously filed or furnished information. We incorporate by reference the documents listed
below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of
the Exchange Act other than any portions of the respective filings that were furnished, under
applicable SEC rules, rather than filed, until we complete our offering:

· our annual report on Form 20-F for the year ended December 31, 2009 filed with the
SEC on April 19, 2010 (our "2009 Form 20-F"); and

· our Form 6-K furnished to the SEC on April 20, 2010 containing pro forma financial
information for the year ended December 31, 2009 related to the sale of our 33.33%
interest in the Boddington joint venture.

You may obtain a copy of these filings at no cost by writing or telephoning us at the
following address:

AngloGold Ashanti North America Inc.
7400 E. Orchard Road
Suite 350
Greenwood Village, CO 80111
Telephone: +1 303-889-0753
Fax: +1 303-889-0707
Email: [email protected]

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