Dear Shareholder
New Long-Term Incentive Plan and Bonus Share Plan
In formulating the company’s remuneration policy, the
Remuneration Committee (the Committee) believes it important
that senior executives should be motivated to achieve performance
superior to that of the company’s competitors and to deliver
sustainable improvements in shareholder value.
The Committee wishes to develop a well-structured remuneration
package which will provide effective incentives to the current
leadership team and their successors. It also seeks to introduce an
equity-based incentive scheme for all levels of management and
‘young talent’ to replace the current share option scheme.
After thorough consideration, the Committee has determined that
the proposed two new incentive plans are the most appropriate
way to provide competitive and market-related long-term equity
opportunity and will bring the structure of remuneration in line with
other companies in the resources sector in general and gold mining
in particular. Therefore, the Committee is proposing the adoption of
the new AngloGold Ashanti Limited Long-Term Incentive Plan 2005
(the LTIP) and the new AngloGold Ashanti Limited Bonus Share
Plan 2005 (the BSP).
The LTIP will be made available to executive directors and selected
senior management with the BSP being offered to executive
directors, executive officers and other management groups.
On the adoption of the proposed plans, no further options will be
granted in terms of the AngloGold Share Incentive Scheme (the
Scheme), which Scheme will terminate on 1 November 2014, being
the date on which the last options granted under this Scheme may
be exercised or will lapse.
In terms of the Scheme, shareholders have approved:
(a) that the maximum number of shares that may be set aside for
purposes of the Scheme, be equivalent to 2.75% of the total
number of ordinary shares in issue at the date. In adopting the
proposed Plans, the maximum number of ordinary shares that
may be issued in terms of all Schemes and Plans adopted by
the company will not, in total, exceed the current limit of 2.75%
of the total number of ordinary shares in issue at any one time;
(b) that the maximum aggregate number of ordinary shares which
may be acquired by any one participant in the Scheme is
300,000. On adoption of the proposed Plans, this fixed number
will be amended to reflect a percentage of the total number of
ordinary shares attributable to all Schemes and Plans adopted
by the company. It is proposed that shareholders approve that
5% of the 2.75% attriutable to all Schemes and Plans adopted
by the company (or 0.1375% of the total number of ordinary
shares in issue at any one time), be the maximum aggregate
number of ordinary shares which may be acquired by any one
participant. As at 24 February 2005, the total number of
ordinary shares attributable to the Scheme was 7,273,329, of
which it is proposed that, based on the above calculation, a
maximum of 363,666 ordinary shares may be acquired by any
one participant; and
(c) that options granted in terms of the Scheme vest over a five-
year period from date of grant in respect of the time-related
options in tranches of 20% each in years 2, 3 and 4 and 40%
in year five, while performance-related options vest in total on
the third anniversary from the date granted, provided the
performance criteria under which the options were granted are
met. The proposed Plans envisage total vesting on the third
anniversary from the date of award, subject to conditions.
The LTIP
The LTIP would enable executives to earn shares in the company
based on the achievement of stretching performance conditions.
Participation in the LTIP will be offered to executive directors,
executive officers and selected senior management.
The LTIP will allow for the grant of share awards worth up to a
maximum of 200% of salary in any year. However, it is envisaged that
the maximum would only be awarded in exceptional circumstances
(e.g. high-level recruitment). It is expected that awards will typically be
granted on an annual basis, ranging between 60% and 120% of
salary depending on the level of seniority.
Shares can be earned subject to the achievement of stretching
performance conditions satisfied over a three-year period.
The performance conditions are split into three components:
·
up to 40% of an award will vest dependent on the level of Total
Shareholder Return (TSR) performance compared with a
group of comparator companies;
·
up to 40% of an award will vest dependent on real growth
(above US inflation) in Earnings Per Share (EPS) over the
performance period; and
·
up to 20% of an award will vest dependent on the
achievement of strategic performance measures which will be
set by the Committee for each award.
For 2005 awards, the proposed split is as follows: 40% TSR;
40% EPS and 20% relating to the successful integration of Ashanti.
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ANGLOGOLD ASHANTI NOTICE OF ANNUAL GENERAL MEETING 2004