<% FROM="\InformationForInvestors\AnnualReport98\pages\notice.htm" SITE="anglogold-main" %> Notice to members

 

 

Notice to members

Notice is hereby given that the 55th annual general meeting of members of AngloGold Limited will be held at the Auditorium, Ground Floor, Johannesburg Stock Exchange, 17 Diagonal Street, Johannesburg, on Friday, 30 April 1999 at 10:00 for the following business:

1. To receive and consider the statutory annual financial statements for the year ended 31 December 1998.

2. To re-elect directors in accordance with the provisions of the company's articles of association.

3. To consider and, if deemed fit, to pass, with or without modification, the following ordinary resolution: 'That subject to the provisions of the Companies Act, 1973, as amended, and the Listings Requirements of the Johannesburg Stock Exchange, the directors are hereby authorised to allot and issue in their discretion all the remaining authorised but unissued ordinary share capital of the company for such purposes as they may determine, after setting aside so many shares as may be required to be allotted and issued by the company pursuant to the Share Incentive Scheme.'

4. To consider and, if deemed fit, to pass, with or without modification, the following ordinary resolution: 'That in terms of the Listings Requirements of the Johannesburg Stock Exchange, the directors are hereby authorised to issue the unissued ordinary shares of 50 cents each (after setting aside so many shares as may be required to be allotted and issued by the company pursuant to the Share Incentive Scheme) for cash, without restrictions as to whom the shares will be issued, as and when suitable opportunities arise, subject to the following conditions:

(a) that this authority shall only be valid until the next annual general meeting but shall not extend beyond 15 (fifteen) months from the date set down for the 55th annual general meeting;
(b) that a paid press announcement giving full details, including the impact on net asset value and earnings per share, will be published at the time of any issue representing, on a cumulative basis within one year, 5 per cent or more of the number of shares in issue prior to the issue(s);
(c) the issues in the aggregate in any one year shall not exceed 10 per cent of the number of shares of the company's issued ordinary share capital, provided further that such issues shall not in aggregate in any three-year period exceed 15 per cent of the company's issued ordinary share capital; and
(d) that, in determining the price at which an issue of shares will be made in terms of this authority, the maximum discount permitted shall be 10 per cent of the average closing price of the shares in question, adjusted for any dividend declared but not yet paid or for any capitalisation award made to shareholders, as determined over the 30 days prior to either the date of the paid press announcement or, where no announcement is required and none has been made, the date of issue of the shares.'

As more than 35 per cent of the company's issued capital is in the hands of the public, as defined by the Johannesburg Stock Exchange, the approval of a 75 per cent majority of the votes cast by shareholders present or represented by proxy at the meeting is required for this ordinary resolution to become effective.

A member entitled to attend and vote at the meeting may appoint one or more proxies to attend, speak and, on a poll, vote in his/her stead. A proxy need not be a member of the company. A form of proxy accompanies this report.

By order of the board

R N Duffy
Managing Secretary

Johannesburg
24 March 1999

Registered office
11 Diagonal Street
Johannesburg
2001

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