AngloGold Ashanti PLC

10C. MATERIAL CONTRACTS

Multi-currency Revolving Credit Facility

General

On 23 October 2018, AngloGold Ashanti Holdings plc (“AGAH”) and AngloGold Ashanti Australia Limited, as borrowers, entered

into a five-year unsecured multi-currency syndicated revolving credit facility of $1.4 billion (the “2018 multi-currency RCF”) with

the Bank of Nova Scotia, as facility agent, and certain financial institutions party thereto, as lenders. The loan consisted of (i) a

US dollar based facility with interest charged at a margin of 1.45 percent above LIBOR and (ii) an Australian dollar based facility

capped at A$500 million with interest charged at a margin of 1.45 percent above BBSY. The A$500 million portion of the 2018

multi-currency RCF was used to fund the working capital and development costs associated with the Group’s mining operations

within Australia without eroding the group’s headroom under its other facilities and exposing the Group to foreign exchange

gains/losses each quarter. On 9 June 2022, the 2018 multi-currency RCF was repaid and cancelled, and replaced with the 2022

multi-currency RCF (as defined below).

On 9 June 2022, AGAH and AngloGold Ashanti Australia Limited, as borrowers, entered into a new five-year unsecured multi-

currency syndicated revolving credit facility of $1.4 billion (the “2022 multi-currency RCF”) maturing in June 2027, with the option

of two one-year extensions on application. The 2022 multi-currency RCF was entered into with The Bank of Nova Scotia, as

facility agent, and certain financial institutions party thereto, as lenders. The 2022 multi-currency RCF consists of (i) a US dollar

based facility (base currency) and (ii) an Australian dollar based facility capped at A$500 million which will be used to fund the

working capital and development costs associated with the group's mining operations within Australia (without eroding the

group's headroom under its other facilities and exposing the group to foreign exchange gains/losses each quarter). The 2022

multi-currency RCF was entered into on substantially similar terms to the 2018 multi-currency RCF, save in respect of the basis

for the US dollar interest rate which transitioned from LIBOR to Compounded SOFR. On 24 May 2023, the maturity of the 2022

multi-currency RCF was extended by one year from 9 June 2027 to 9 June 2028. On 7 November 2023, certain technical

amendments were adopted to the 2022 multi-currency RCF in the context of AngloGold Ashanti’s corporate restructuring. On 4

July 2024, the maturity of the 2022 multi-currency RCF was extended by another year from 9 June 2028 to 9 June 2029, with no

further option to extend. As of 9 April 2025, the 2022 multi-currency RCF was undrawn.

Guarantees

The 2022 multi-currency RCF is guaranteed by AGAH and AngloGold Ashanti Australia Limited. The guarantees constitute

unconditional obligations of the guarantors and rank at least pari passu with all other future unsecured obligations of the

guarantors, except for obligations mandatorily preferred by law.

Security

Save as set out under the heading“—Guarantees” above, the obligations under the 2022 multi-currency RCF are unsecured.

Amount and repayment of borrowings

Loans under the 2022 multi-currency RCF must be for a minimum of $10 million, if the currency selected is the base currency

(US dollar), or a minimum of A$10 million (or for the balance of the undrawn total commitments at the time of the drawing), if the

currency selected is Australian dollars. No more than 14 loans may be outstanding at any time. Each loan must be repaid on the

maturity date in the same currency as the maturing loan. All loans must be repaid in full on the final maturity date. On 24 May

2023, the maturity of the 2022 multi-currency RCF was extended by one year from 9 June 2027 to 9 June 2028 and, on 4 July

2024, the maturity was extended by another year from 9 June 2028 to 9 June 2029. As a result, the 2022 multi-currency RCF

now matures in June 2029, with no further option to extend.

Interest rates and fees

The interest rate under the 2022 multi-currency RCF is calculated based on Compounded SOFR in the case of loans drawn in

US dollars and BBSY in the case of loans drawn in Australian dollars, in each case plus a margin. The initial margin is 1.45

percent per annum, but may vary between 0.90 percent and 2.15 percent per annum depending on the long-term debt rating of

AGAH. The applicable margin is subject to a ratings grid. In this regard, the interest margin will reduce if the group's credit rating

improves from its current BB+/Baa3 status and will increase if its credit rating worsens. Interest on each loan is payable on the

last day of the relevant loan’s interest period and, if the interest period exceeds six months, on the dates falling at six-monthly

intervals after the first day of the interest period.

The borrowers under the 2022 multi-currency RCF are required to pay a commitment fee in the base currency equal to 35

percent of the then applicable margin per annum on the undrawn and uncancelled amount of each lender’s commitment during

the commitment period. The borrowers are also required to pay a utilisation fee of 0.10 percent per annum (if the aggregate

outstanding loans are less than one third of the total commitments then in effect), 0.20 percent per annum (if the aggregate

outstanding loans are equal to or greater than one third but less than two-thirds of the total commitments then in effect) or 0.40

percent per annum (if the aggregate outstanding loans are equal to or greater than two-thirds of the total commitments then in

effect).

Financial covenant

The 2022 multi-currency RCF includes a financial maintenance covenant which requires that the ratio of Total Net Financial

Indebtedness to EBITDA (as such terms are defined in the revolving credit agreement) does not at any time exceed 3.50 to 1.00,

with the proviso that this ratio may exceed 3.50 to 1.00 once during the life of the revolving credit agreement, for one six-month

period subject to certain criteria.

Change of control

If a lender so requires, the commitment of such lender under the 2022 multi-currency RCF will be cancelled and the participation

of such lender in all outstanding loans, together with accrued interest and all other amounts accrued, will become immediately

due and payable in case any person or group of persons acting in concert becomes (directly or indirectly) the beneficial owner of

more than 50 percent of the issued share capital of AngloGold Ashanti plc, being the successor parent holding company of

AGAH.

Undertakings

The 2022 multi-currency RCF contains a negative pledge covenant, including restrictions on the granting of security, a change of

business of AGAH and its subsidiaries, acquisitions or participations in joint ventures, and mergers and disposals.

The 2022 multi-currency RCF also contains, among other things, the following affirmative covenants: mandatory periodic

reporting of financial and other information, notice upon the occurrence of events of default and certain other events, compliance

with environmental laws and other obligations requiring each of AGAH and its subsidiaries to maintain its corporate existence

and qualifications to conduct its business as currently conducted in all applicable jurisdictions and to maintain insurance

coverage. The covenants are subject to exceptions and materiality thresholds.

Events of default

The 2022 multi-currency RCF contains events of default including failure to make payment of amounts due, breach of obligations

under the loan documents, defaults under other agreements evidencing indebtedness, certain bankruptcy events and a

cessation of business and the occurrence of a material adverse change in the business and financial condition of the borrowers

and guarantors under the revolving credit agreement, or AngloGold Ashanti and its subsidiaries as a whole, or in the ability of the

borrowers and guarantors to perform their payment obligations under the loan documents. The occurrence of an event of default

could result in the immediate and automatic cancellation of all commitments and the acceleration of all payment obligations

under the 2022 multi-currency RCF and the other loan documents.

The above description is only a summary of certain provisions of the 2022 multi-currency RCF and is qualified in its entirety by

reference to the provisions of the 2022 multi-currency RCF, including the extension request letters and amendment agreement,

copies of which are attached hereto as Exhibits 19.4.3.1, 19.4.3.2, 19.4.3.3 and 19.4.3.4 and are incorporated herein by

reference.

Notes

Each of the series of notes described below were issued under the indenture dated as of 28 April 2010, as amended and

supplemented by the first supplemental indenture dated as of 23 September 2023 (as so amended and supplemented, the

“Indenture”), among AngloGold Ashanti Holdings plc (“AGAH”), as issuer, AngloGold Ashanti plc, as successor guarantor to

AngloGold Ashanti Limited (currently known as AngloGold Ashanti (Pty) Ltd), and The Bank of New York Mellon, as trustee. The

below descriptions are only a summary of certain provisions of those series of notes and are qualified in their entirety by

reference to the provisions of the Indenture and such relevant series of notes, a copy of each – in respect of the outstanding

series of notes – is attached hereto as Exhibits 19.2.1, 19.2.2, 19.2.3, 19.2.4 and 19.2.5 and is incorporated herein by reference.

2028 Notes

On 22 October 2021, AGAH issued $750 million 3.375 percent Notes due 2028 (the “2028 notes”). The interest on the 2028

notes is payable semi-annually on 1 May and 1 November of each year, commencing on 1 May 2022. Unless redeemed earlier,

the 2028 notes will mature on 1 November 2028. AGAH may on any one or more occasions redeem all or part of the 2028

notes, at a redemption price equal to the greater of (1) 100 percent of the principal amount of the 2028 notes to be redeemed

and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the 2028 notes

(excluding any portion of such payments of interest accrued or unpaid as of the date of redemption) discounted to the

redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate, plus

30 basis points, plus accrued and unpaid interest, if any, to the date of redemption. AGAH has agreed to pay certain additional

amounts in respect of any withholdings or deductions for certain types of taxes in certain jurisdictions on payments to holders of

the 2028 notes. The 2028 notes are unsecured and unsubordinated and are fully and unconditionally guaranteed by AngloGold

Ashanti plc.

AGAH has agreed to observe certain covenants with respect to the 2028 notes restricting, subject to certain limitations, the ability

the guarantor and a downgrade, within a specified period, of the 2028 notes by three rating agencies, holders of the 2028 notes

have the right to require the issuer to repurchase all or any part of their 2028 notes in cash for a value equal to 101 percent of the

aggregate principal amount of 2028 notes repurchased, plus accrued and unpaid interest, if any, on the 2028 notes repurchased

to the date of repurchase.

The offering of the 2028 notes was registered under the Securities Act. The 2028 notes were listed on the New York Stock

2030 Notes

On 1 October 2020, AGAH issued $700 million 3.750 percent Notes due 2030 (the “2030 notes”). The interest on the 2030 notes

is payable semi-annually on 1 April and 1 October of each year, commencing on 1 April 2021. Unless redeemed earlier, the 2030

notes will mature on 1 October 2030. AGAH may on any one or more occasions redeem all or part of the 2030 notes, at a

redemption price equal to the greater of (1) 100 percent of the principal amount of the 2030 notes to be redeemed and (2) the

sum of the present values of the remaining scheduled payments of principal and interest on the 2030 notes (excluding any

portion of such payments of interest accrued or unpaid as of the date of redemption) discounted to the redemption date on a

semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate, plus 50 basis points, plus

accrued and unpaid interest, if any, to the date of redemption. AGAH has agreed to pay certain additional amounts in respect of

any withholdings or deductions for certain types of taxes in certain jurisdictions on payments to holders of the 2030 notes. The

2030 notes are unsecured and unsubordinated and are fully and unconditionally guaranteed by AngloGold Ashanti plc.

AGAH has agreed to observe certain covenants with respect to the 2030 notes restricting, subject to certain limitations, the ability

the guarantor and a downgrade, within a specified period, of the 2030 notes by three rating agencies, holders of the 2030 notes

have the right to require the issuer to repurchase all or any part of their 2030 notes in cash for a value equal to 101 percent of the

aggregate principal amount of 2030 notes repurchased, plus accrued and unpaid interest, if any, on the 2030 notes repurchased

to the date of repurchase.

The offering of the 2030 notes was registered under the Securities Act. The 2030 notes were listed on the New York Stock

2040 Notes

On 28 April 2010, AGAH issued inter alia $300 million 6.500 percent Notes due 2040 (the “2040 notes”). The interest on the 2040

notes is payable semi-annually on 15 April and 15 October of each year, commencing on 15 October 2010. Unless redeemed

earlier, the 2040 notes will mature on 15 April 2040. AGAH may on any one or more occasions redeem all or part of the 2040

notes, at a redemption price equal to the greater of (1) 100 percent of the principal amount of the 2040 notes to be redeemed

and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the 2040 notes

(excluding any portion of such payments of interest accrued or unpaid as of the date of redemption) discounted to the

redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate, plus

30 basis points, plus accrued and unpaid interest, if any, to the date of redemption. AGAH has agreed to pay certain additional

amounts in respect of any withholdings or deductions for certain types of taxes in certain jurisdictions on payments to holders of

the 2040 notes. The 2040 notes are unsecured and unsubordinated and are fully and unconditionally guaranteed by AngloGold

Ashanti plc.

AGAH has agreed to observe certain covenants with respect to the 2040 notes restricting, subject to certain limitations, the ability

the guarantor and a downgrade, within a specified period, of the 2040 notes below an investment grade rating by two rating

agencies, holders of the 2040 notes have the right to require the issuer to repurchase all or any part of their 2040 notes in cash

for a value equal to 101 percent of the aggregate principal amount of 2040 notes repurchased, plus accrued and unpaid interest,

if any, on the 2040 notes repurchased to the date of repurchase.

The offering of the 2040 notes was registered under the Securities Act. The 2040 notes were listed on the New York Stock

For further information, see“Item 18: Financial Statements—Note 24—Borrowings”, “Item 5B: Liquidity and Capital Resources”

and“Item 19: Exhibits”.

Former Deposit Agreement relating to AngloGold Ashanti ADSs

Prior to the implementation of the corporate restructuring, AngloGold Ashanti Limited maintained an American Depositary Share

(“ADS”) facility (the “ADS facility”). Each ADS represented the ownership interest of one ordinary share of AngloGold Ashanti

Limited and such ADSs were listed on the NYSE under the symbol “AU”. In this connection, AngloGold Ashanti Limited had

entered into an Amended and Restated Deposit Agreement dated 3 June 2008 with The Bank of New York Mellon as Depositary

and the owners and beneficial owners of ADSs, as amended (the “ADS Deposit Agreement”). The ADS Deposit Agreement set

out ADS holder rights as well as the rights and obligations of the Depositary and was governed by New York law.

On 25 September 2023, AngloGold Ashanti Limited and the Depositary amended the ADS Deposit Agreement (including the form

of American Depositary Receipt) to alter the procedures that follow termination of the ADS Deposit Agreement. On the same

date, upon implementation of the corporate restructuring, the ADS Deposit Agreement and ADS facility were terminated. Trading

in the ADSs on the NYSE had already ceased at the close of market on 22 September 2023. All outstanding ADSs were

converted into a right to receive delivery of a corresponding number of ordinary shares of AngloGold Ashanti plc. The ordinary

shares of AngloGold Ashanti plc were listed on the NYSE under the symbol “AU”, which had previously been used for the ADS

facility.

Corporate Restructuring Transaction Agreements

On 12 May 2023, AngloGold Ashanti Limited announced the intention to implement a corporate restructuring to reorganise its

operations under a new parent company, AngloGold Ashanti plc, incorporated in England and Wales and tax resident in the

United Kingdom, with a primary listing of its ordinary shares on the NYSE. The corporate restructuring was implemented in three

sequential, separate and fully interconditional steps consisting of (i) a spin-off, (ii) a sale of AngloGold Ashanti Holdings plc

(“AGAH”), and (iii) a scheme of arrangement. The main transaction agreements comprised the Scheme Implementation

Agreement and the Irrevocable Offer to Purchase (each as defined below).

Scheme Implementation Agreement

AngloGold Ashanti (UK) Limited (currently known as AngloGold Ashanti plc) and AngloGold Ashanti Limited (currently known as

AngloGold Ashanti (Pty) Ltd) entered into an agreement dated as of 12 May 2023, as amended by the first addendum dated as

of 23 June 2023, in relation to, amongst other things, the spin-off and the scheme of arrangement (the “Scheme Implementation

Agreement”). The Scheme Implementation Agreement contained, amongst other things, the conditions precedent to which the

completion of the corporate restructuring was subject, provisions regarding the implementation of the corporate restructuring,

and certain representations and warranties given by each of the parties.

Irrevocable Offer to Purchase

In addition, on 12 May 2023, AngloGold Ashanti (UK) Limited (currently known as AngloGold Ashanti plc) signed and delivered to

AngloGold Ashanti Limited (currently known as AngloGold Ashanti (Pty) Ltd) an offer document (the “Irrevocable Offer to

Purchase”) in terms of which, amongst other things, AngloGold Ashanti plc made an irrevocable offer to AngloGold Ashanti

Limited (currently known as AngloGold Ashanti (Pty) Ltd) to acquire all of the shares in AGAH. The Irrevocable Offer to Purchase

set out the terms and conditions of the irrevocable offer.

Centamin Acquisition

On 22 November 2024, AngloGold Ashanti acquired the entire share capital of Centamin plc (“Centamin”). The transaction was

implemented by way of a court-sanctioned scheme of arrangement between Centamin and its shareholders under Jersey law.

The consideration, valued at approximately $2.2 billion, was composed of 0.06983 new AngloGold Ashanti shares plus $0.125 in

cash in exchange for each Centamin share. The main transaction agreement between the parties consisted of the Co-Operation

Agreement (as defined below).

Co-Operation Agreement

AngloGold Ashanti and Centamin entered into a co-operation agreement dated as of 10 September 2024 (the “Co-Operation

Agreement”) in relation to the transaction. The Co-Operation Agreement contained, among other things, provisions regarding the

implementation of the transaction, undertakings in relation to satisfaction of the conditions precedent to which the transaction

was subject, certain restrictions to which AngloGold Ashanti was subject in the period prior to the completion of the transaction

and certain warranties and undertakings given by each of the parties. The Co-Operation Agreement is governed by English law,

with the courts of England and Wales having exclusive jurisdiction.

The above description is only a summary of the Co-Operation Agreement and is qualified in its entirety by reference to the Co-

Operation Agreement, a copy of which is attached hereto as Exhibits 19.4.5 and is incorporated herein by reference.