II-1
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Indemnification of Directors and Officers
Section 247 of the South African Companies Act 61 of 1973, as amended ("the SA Companies Act"),
provides that any provision, whether contained in a company's articles of association or in any contract with the company, which purports to exempt any director or officer or auditor of the company from any liability which
by law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the company or to indemnify him against any such liability, shall be void. This provision is subject to two qualifications: (i) the stipulation does not apply to insurance taken out and kept by the company as indemnification for the benefit of the company against any liability of any director or officer towards the company in respect of any negligence, default, breach of duty or breach of trust ; and (ii) a company
may indemnify a director, officer or auditor in respect of any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour, or in which he is acquitted, or in respect of any such proceedings which are abandoned, or in connection with which any application under section 248 of the SA Companies Act in which relief is granted to him by the court.
Section 248 of the SA Companies Act allows the court to relieve any director, officer or auditor of a
company either wholly or partly from his liability if it appears to the court that the person concerned is or may be liable in respect of his negligence, default, breach of duty or breach of trust, but that he has acted honestly and reasonably, and that, having regard to all the circumstances of the case, he ought fairly to be excused from
the negligence, default, breach of duty or breach of trust.
Our articles of association provide that, subject to the provisions of Section 247 o f the SA Companies
Act, every director, manager, secretary and officer of the company shall be indemnified out of the funds of the company against all liabilities incurred by him as such director, manager, secretary or officer in defending any
proceedings, whether civil or criminal, in which judgment is given in his favour, or in which he is acquitted, or in connection with which any application under Section 248 of the SA Companies Act in which relief is granted to him by the court.
We have purchased directors' and officers' liability insurance.
Item 9. Exhibits
Exhibits:
2.1*
Transaction Agreement dated August 4, 2003, between AngloGold Limited and Ashanti
Goldfields Company Limited, as amended by Deed of Amendment No. 1, dated September 2, 2003, Deed of Amendment No. 2, dated September 23, 2003, Deed of Amendment No. 3, dated October 29, 2003, Deed of Amendment No. 4, dated November 13, 2003, and Deed of Amendment No. 5, dated December 12, 2003.
4.1
Registration Rights Agreement dated February 27, 2004, between AngloGold Limited and Citigroup Global Markets limited and Deutsche Bank AG London.
4.2*
Trust Deed dated February 27, 2004, between AngloGold Holdings plc, AngloGold Limited and The Law Debenture Trust Corporation plc.
5.1
Opinion of Taback and Associates (PTY) Ltd., South African counsel to AngloGold Limited.
23.1
Consent of Ernst & Young, independent accountants of AngloGold Limited.
23.2
Consent of Deloitte & Touche, independent accountants of Ashanti Goldfields Company
Limited.
23.3
Consent of Taback and Associates (PTY) Ltd. (included in its opinion filed as Exhibit 5.1).
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Powers of Attorney of the registrants (included on the signature pages).
* Filed as an exhibit to our Annual Report on Form 20 -F for 2003, filed on March 19, 2004.
Item 10. Undertakings
(a)
The undersigned registrant hereby undertakes: