Attracting and retaining motivated and dedicated leaders and employees in multiple jurisdictions are key to the success of the remuneration policy and this is tested regularly against our market benchmarking as well as through the ongoing Board and Company focus to ensure a policy that remains best practice and delivers on both the internal and external stakeholder expectations.

Board and Committees

AngloGold Ashanti and the Board are responsible for ensuring that remuneration practices are equitable, that good governance is upheld and applied through the remuneration framework at every level to ensure fair, responsible, transparent and competitive remuneration to attract, motivate and retain a skilled, global workforce.

The activities of the Committee, as defined by the Board, are governed by the terms of reference. These received a detailed review in 2022 and are available on our corporate website. See Terms of reference. The Committee is comprised solely of Non- Executive Directors who can be seen in the Directors’ Report in the <AFS>.

The Committee has access to both executives and senior management who are invited to join and present at meetings on a regular basis. In addition the Committee receives advice from the independent remuneration advisers or other external advisers as required.

Fair and responsible pay

AngloGold Ashanti strives to uphold fair and responsible pay practices and aims to ensure that the business meets short-term objectives while creating shared and sustainable value over the long term, within the economic, social and environmental context in which it operates. The remuneration framework, aligned to King IV guideline and global best practice, emphasises the importance of fair, responsible and transparent pay.

The policy, which necessarily evolves along with a dynamic market and operating landscape, currently reflects the principles of fair and responsible pay as follows:

We aim to apply a fair approach to remuneration by:

• Taking an impartial view on pay
• Doing away with pay differentials that cannot be explained or justified
• Working to ensure that pay parity is achieved across the Group and eliminating discrimination
• Identifying and addressing unfair practices

We remunerate responsibly by:

• Applying the approved delegation of authority on all aspects of remuneration
• Having independent remuneration consultants providing advice and recommendations
• Using external market benchmarks
• Working to ensure that correct behaviours are rewarded and inappropriate behaviour is discouraged

Principles

Wage differential

Deloitte, the independent remuneration adviser in this instance, advises on the wage differential on an annual basis. The Committee reviews the wage differential analysis from a number of perspectives, including looking at year-to-year changes and how the wage differential compares to practice in companies in our benchmarking peer group, recognising that reporting requirements differ across jurisdictions.

The CEO’s pay ratio is determined using the CEO’s total remuneration against pay for other employees, measured over the 12 months resulting in a median pay differential of 284:1. Having reviewed the outcomes of this exercise the Committee is comfortable that the wage differential is consistent with AngloGold Ashanti’s reward principles and practices, and is not out of line with trends in other global gold mining companies.

In determining executive remuneration, we consider:

Gender and pay equality

Diversity, equity and inclusion (DE&I) continue to be a strong focus for the Board and executive leadership for ensuring the success and sustainable growth of AngloGold Ashanti.

Our approach is aligned to the United Nations Sustainable Development Goals (Goal 5 and Goal 10 specifically), and the United Nations Global Compact’s Women Empowerment Principles. We are committed to developing and maintaining an inclusive workplace that values and celebrates diversity in all its forms in all our operating sites and communities.

Improving gender diversity has been an intentional focus over the past couple of years with several interventions being implemented. Female representation at both Board level and executive management level at the end of 2022 was 24%, placing the Company on par and in some instances above competitors within the industry.

To progress the journey towards gender equity, the Company has committed to the goals of 50% female representation of candidates when recruiting and ensuring that we have at least 30% female representation in the talent and succession pool for critical roles.

The recruitment and promotion of women into senior positions has remained a strong focus area, resulting in key female appointments including the Chief People Officer, Chief Financial Officer and several other senior management roles including the Senior Vice President (SVP) Projects, SVP Supply Chain, Vice President (VP) Group Company Secretary, VP Resource and Reserve, VP Human Resources, VP People and Capability and VP Performance and Reward.

The efforts to improve gender representation are also being recognised in the external market. AngloGold Ashanti has been listed in the Bloomberg Gender-Equality Index for the third consecutive year in 2023, achieving a GEI score of 69.28, a significant increase from the 2022 GEI score of 60.74 which places us amongst leading businesses within and outside the mining industry. In South Africa and Australia, AngloGold Ashanti has been recognised as being a pro-gender empowered company by Topco Media and Work180 respectively.

AngloGold Ashanti has equally placed a greater focus on gender pay parity across all regions and occupational levels within the organisation – in line with the Company’s remuneration and pay philosophy. The gender pay-gap differentials analysis at middle management level (Stratum III) and above shows that men were paid 14.27% more than women as of December 2022 compared to December 2021 where they were paid 11.62% more. While this shows a gender pay gap increase, the Company recognises that long tenure male employees in technical disciplines are a key contributor to the gap. The Company remains clear on its priorities to recruit and promote female employees, applying fair and transparent remuneration practices across the business.

Notably, the female population in middle management and above increased from 17% in 2021 to 19% in 2022.

2022 remuneration policy and structure

The table below sets out the remuneration policy that applies to all employees for 2022 and was endorsed by shareholders at the 2021 annual general meeting. The table details each component’s link to the Company strategy, objectives, performance measurements and the maximum opportunity associated with each component. The principles that determine the remuneration for the CEO and the executive team are the same as those for all our other employees, it is only on the variable pay that there is a difference in terms of the proportion of at risk pay and payout duration. The full remuneration policy can be found in the <NOM>.

DSP performance metrics 2022

Strategic driver		Variable	Performance metric and related weighting	%
35%	Maintain financial flexibility	Total shareholder returns (TSR)	Absolute returns	7.5%
			Relative returns	12.5%
		Return on equity	Normalised cash return on equity (nCROE)	15%
15%	Improve portfolio quality	Production	Moz	15%
15%	Optimise overhead, costs and capital expenditure	Costs	All-in sustaining costs	5%
			Total cash costs	10%
11%	Maintain long-term optionality	Future pipeline	Mineral Resource	5.5%
			Mineral Reserve	5.5%
24%	Prioritise people and ESG	People	Gender diversity Key talent retention	4%
		Safety	Combination of: • All injury frequency rate • Major hazard control compliance	8%
		Health	Reduction in workforce exposed to high respirable crystalline silica dust	2.5%
		Environment	Greenhouse gas emissions management	7.5%
		Communities	Business disruptions caused by community unrest	2%

Remuneration element and link to strategy

Remuneration element and link to strategy	Operation and objective	Maximum opportunity	Performance measures
Base salary
A competitive salary is provided to employees to ensure that their experience, skill/contribution and appropriate market comparisons are fairly reflected and applied	Base salaries are reviewed annually and increases are effective from 1 January each year Employees’ base salaries are determined by considering performance, market comparison against companies with a similar geographic spread; market complexity, size and industry; and internal peer comparisons. AngloGold Ashanti positions guaranteed pay at the median of the applicable markets and where there is a shortage of specialist and/or key technical skills, may pay higher than the median The CEO makes recommendations on the executive management team but does not make recommendations on his own base salary. This is reviewed by the Committee and approved by the Board	Executive base salary increases and increases for all non-bargaining unit employees are closely aligned, where practical. This is informed by inflation, which can be matched directly or above/below consumer price index (CPI)	Individual performance on a scale of 1 to 5, measured against specific key performance indicators (KPIs). A CPI increase pool is approved annually by the Committee. In high-inflation countries, individual increases may be differentiated according to each individual’s performance rating. In low-inflation countries, a flat CPI is generally applied to all members of the executive management team and employees
Pension
Provides a defined contribution retirement benefit, in addition to base salary, aligned to the schemes in the respective country in which the employee operates	Funds vary depending on jurisdiction and legislation Defined benefit funds are not available for new employees, in line with Company policy	Funds vary depending on jurisdiction and legislation The pension contributions for executive directors and executive management team are aligned to those of employees across the Group	Not applicable
Medical insurance
Provides medical aid assistance, in addition to base salary, aligned to the schemes in the respective country in which the employee operates	Provided to all employees through either a percentage of fee contribution, reimbursement or Company provided healthcare providers	Aligned to approved policy	Not applicable
Benefits
In addition to base salary, benefits are provided to ensure broad competitiveness in the respective markets	Benefits are provided based on local market trends and can include items such as life assurance, disability and accidental death insurance, assistance with tax filing, cash in lieu of untaken leave (above legislated minimum leave requirements), and occasional spousal travel	Aligned to approved policy	Not applicable

Variable pay

The Deferred Share Plan (DSP) was implemented in 2018 as a single incentive scheme comprising of short- and long-term metrics. In 2022, the DSP was reviewed by the newly appointed independent remuneration advisers, Deloitte, to ascertain the following:

• Whether it is aligned to shareholder requirements
• Does it support the execution of the corporate strategy and create shareholder value
• Does it enable the Board and CEO to drive performance across the business
• Does it support recruitment and retention across the business
• Does the plan align management with the interests of all stakeholders

Based on the review, the Committee determined that for the short term, there will be some minor metric modification recommended for 2023, see <NOM>. Although the DSP still enabled AngloGold Ashanti to achieve its strategic objectives in 2022, recognising that the market and industry are changing rapidly, it would be prudent to undertake a comprehensive review of the overall remuneration strategy, including the structure of the current incentive scheme during 2023. It is important to ensure that both the strategy and incentive scheme continue to support the strategic priorities of the business, the interests of our shareholders and stakeholders and align to market and best practice.

Deferred Share Plan

Endorsed by shareholders at the 2017 annual general meeting, and implemented with effect from 1 January 2018

Remuneration element and link to strategy	Operation and objective	Maximum opportunity	Performance measures
With effect from 1 January 2018, the Company has used a single incentive for short- and long-term performance. The DSP is designed to encourage employees to meet strategic short-, medium- and long-term objectives that will enable value delivery to shareholders, by achieving defined Company objectives.	Permanent employees who do not participate in a production bonus are eligible to participate in the DSP. The DSP award is payable in cash and where applicable (depending on stratum level), the balance will be delivered in one of two compensation components, either deferred cash or deferred shares, vesting equally over a period of two to five years. The total incentive is determined based on a combination of Company and individual performance measures, which are defined annually with weightings applied to each measure. The metrics are defined against the objectives that most strongly drive Company performance and are weighted to financial outcomes, production, cost, Mineral Resource and Mineral Reserve, sustainability and people. Each metric is weighted and has a threshold, target and stretch achievement level assigned, based on the Company budget and the desired stretch targets for the year.	Details of on-target, threshold and maximum awards for all staff are shown in the tables below. Note that below threshold performance will result in no payment.	One set of performance metrics is used to determine the cash portion and deferred portion. Future vesting of the deferred portion is subject to continued employment. Performance measures are weighted between Company and individual KPIs. Company and individual performance measures are assessed over the financial year, with the exception of certain Company measures that are measured over a trailing three-year basis, as indicated below.
A single set of performance objectives is used, reviewed and approved annually by the Committee.	At the end of each financial year, the performance of the Company, the CEO and CFO is assessed by the Committee and the Board against the defined metrics to determine the quantum of the cash portion and the quantum of the deferred portion as per calculations below: Cash portion: Base pay x individual performance weighting x on-target cash percentage x individual performance modifier (KPIs: 1 – 5 rating) + Base pay x Company performance weighting x on-target cash percentage x Company performance modifier. Deferred cash/shares: Base pay x individual performance weighting x on-target deferred percentage x individual performance modifier (KPIs: 1 – 5 rating) + Base pay x Company performance weighting x on-target deferred percentage x Company performance modifier. The deferred shares are awarded as conditional rights to shares with dividend equivalents. Vesting of the deferred portion occurs equally over either a two-, three-, or five- year period, depending on the level of the participant.		Company metrics, each with their own weighting, are: Relative total shareholder returns (TSR)* Absolute total shareholder returns* Normalised cash return on equity* Production All-in sustaining costs Total cash costs Mineral Reserve additions pre-depletion Mineral Resource additions pre-depletion Safety, Health, Environment and Community People

• Indicates three year trailing performance metrics

The cash or share deferrals and performance weightings (Company and individual) are summarised in the table below:

Employee stratum and level	Deferral period (years)	Performance measure weightings
		Company	Individual
CEO (VII) / CFO (VIH) /Executive management (VIL)	5	80	20
Senior management (IVH – V)	3	50	50
Senior management (IVL)	2	50	50
Middle management (III)	2	40	60

The deferred shares are awarded as conditional rights to shares with dividend equivalents. Vesting of the deferred portion occurs equally over either a two-, three- or five-year period, depending on the level of the participant.

Malus and clawback

The malus and clawback provisions are as follows:

Malus

The Committee has discretion to reduce, including to zero, an award that has not yet accrued or vested to an individual where (but not limited to):

• A participant was, in the reasonable opinion of the Committee, deliberately misleading the Company or any subsidiary, the market and/or the Company’s shareholders concerning the financial performance of the Company
• A participant caused harm to the Company’s reputation
• A participant’s actions amounted to misconduct, including but not limited to the participant acting fraudulently, dishonestly or being in material breach of their obligations, as described in the Company’s Disciplinary Code and Procedure Policy
• A participant’s actions amounted to negligence, incompetence or poor performance
• There is a material error in the Company’s financial statements, which results in a restatement
• There is a material downturn in the financial performance of the Company at any time before the applicable vesting date
• There is a material failure of risk management in the Company
• The discovery that any information or the assessment of any performance condition(s) used to determine an award was based on a material error, or inaccurate or misleading information, or
• Any other matter which, in the reasonable opinion of the Committee, is required to be taken into account to comply with prevailing legal and/or regulatory requirements, which for the avoidance of doubt, includes the applicable laws published by a regulator from time to time

Clawback

The Committee will consider applying clawback at any time during the three years from the date of vesting of the variable remuneration, being the cash incentive, deferred cash or deferred share allocation (the clawback period), based on the following limited trigger events:

• There is a material failure of risk management in the Company or in the relevant Business Unit, considering the participant’s involvement and responsibility for that incident
• The discovery of action or conduct of a participant which in the opinion of the Committee amounts to gross misconduct that occurred prior to award or vesting
• There is a material error in the Company’s financial statements, which results in a restatement, which may have resulted in an over-allocation of cash incentive, deferred cash and deferred share allocations
• The discovery of events that occurred prior to vesting that have had a significant detrimental impact on the reputation of the Company or the relevant business unit or have led to the censure of the Company or a Group company by a regulatory authority
• Where there is an error in the calculation of any performance condition which may have resulted in an overpayment

Performance management

Performance management at AngloGold Ashanti is a key process where our management and employees work together to plan, monitor and review an employee’s objectives and overall contribution to the organisation. More than just an annual performance review, performance management is the continuous process of setting objectives, assessing progress and providing on-going support, coaching and feedback to ensure that employees are meeting their objectives and career goals – aligned to the strategic business goals, Company values and culture.

A performance management framework has been designed to address the following business requirements:

• Defining and measuring performance linked to business delivery
• Aligning KPIs to business strategy – creating line of sight between business goals and individual goals and the cascading of goals through the reporting line
• Effective engagement and partnering with employees by line managers, building line manager capability
• Integrated people processes – aligning talent management, career development, reward and recognition to performance outcomes thereby building a culture of high performance
• Providing a consistent performance management methodology and practices
• Performance conversations: consistent and continuous conversations throughout the year
• The rating scale: consistent measure of performance across the business
• Calibration: creates fairness to mitigate assessor’s bias
• Performance Management Outcome Distribution Curve: aligns business performance with people performance

Individual performance is as critical as Company performance on both fixed and variable remuneration decisions. Where an employee’s performance is below expectations, they will not receive an incentive bonus.

Remuneration scenarios at different performance levels

The graphs below depict the typical pay mix of the Executive Management team in line with the 2022 remuneration policy including DSP outcomes at minimum (below threshold), target and maximum performance. Below threshold performance will result in no DSP payout. The long-term incentive (DSP deferred shares) vests annually in five equal tranches.

The pay mix graphs for the CEO and CFO depict actual base salaries and benefits. Those for the Executive Committee are based on averages.

Recruitment policy

When recruiting a member of the executive management team, a comparative benchmarking exercise is undertaken to determine the size, nature and complexity of the role, and skills availability in the market prior to making a competitive offer.

The following principles are applied when recruiting external hires:

• Remuneration for external appointments will take into account any remuneration which is forfeited from the previous employment upon joining, and may replace these in an appropriate form, taking into account timing and performance conditions as appropriate subject to proof of forfeiture
• The Committee will not offer any sign-on bonuses that do not conform to the conditions set out above, for example the “golden hello”
• In the case of share awards forfeited they will have equivalent performance conditions unless the Committee determines otherwise
• The Committee will also take into account both market practice and any relevant commercial factors in considering the terms of the buy-out award
• A time period is applied to a buy-out with a minimum clawback

All members of the Executive Management team recruited over the past year were remunerated in line with the recruitment policy.

Termination policy

Members of the executive management team, and all permanent employees, have open-ended contracts (except where prescribed retirement ages apply) with termination periods defined in their contracts. In addition, incentive scheme rules clearly specify termination provisions by termination category.

In the event of a termination, the Company has the discretion to allow the employee to either work out their notice or to pay the guaranteed pay for the stipulated notice period in lieu of notice. Guaranteed pay includes base salary and other benefits, as detailed in the table below, but excludes variable pay.

Executive Committee members terminated in 2022 were paid in line with the termination policy.

Reasons for termination

	Voluntary resignation	Dismissal/termination for cause	Normal and early retirement, retrenchment and death	Mutual separation
Base salary	Base pay will be paid over the notice period or as a lump sum	Base pay will be paid until employment ceases	Base pay is paid for a defined period based on cause and local policy as employees have different employment entities	Base pay will be paid over the notice period or as a lump sum
Pension	Pension contributions for the notice period will be paid; any lump sum does not include pension contributions unless contractually agreed	Pension contributions will be paid until employment ceases	Pension contributions will be paid until employment ceases	Pension contributions for the notice period will be paid; any lump sum would not include pension contributions unless contractually agreed
Medical provisions	Where applicable, medical provision for the notice period will be paid; any lump sum does not include contributions unless contractually agreed	Medical provision/ payment will be provided until employment ceases	Medical provision/payment will be provided until employment ceases	Where applicable, medical provision for the notice period will be paid; any lump sum would not include contributions unless contractually agreed
Benefits	Applicable benefits may continue to be provided during the notice period but will not be paid on a lump sum basis	Benefits will fall away when employment ceases	Benefits will fall away when employment ceases	Applicable benefits may continue to be provided during the notice period but will not be paid on a lump sum basis
DSP cash bonus	Forfeit, no bonus	No bonus	Discretion to pro-rate for period worked	Discretion to pro-rate for period worked
Deferred cash awards	Unvested awards lapse	Unvested awards lapse	The vesting date will be accelerated to the date of separation and the participant shall be entitled to receive a pro-rated deferred cash value taking into account the period that the participant has been in employment during the vesting period	The vesting date will be accelerated to the date of separation and the participant shall be entitled to receive a pro-rated deferred cash value taking into account the period that the participant has been in employment during the vesting period
Deferred share awards	Unvested awards lapse	Unvested awards lapse	Retrenchment and retirement (early, normal and late): Senior managers – upon separation, the vesting date will be accelerated to the date of separation and the participant shall be entitled to receive pro-rated shares taking into account the period that the participant has been in employment during the vesting period. Vested shares may be exercised within six months following separation date Executives – upon separation of employment, vested shares may be exercised within six months following separation date. The participant will continue to hold unvested shares post separation of employment to vest at the original vesting date. Upon vesting of these shares, participant has up to six months to exercise vested shares Death: All participants – upon death of an employee, the vesting date will be accelerated, and the participant’s estate shall be entitled to receive the full vested and unvested deferred shares within 12 months from date of death	Senior managers – upon separation, the vesting date will be accelerated to the date of separation and the participant shall be entitled to receive pro-rated shares taking into account the period that the participant has been in employment during the vesting period. Vested shares may be exercised within six months following separation date Executives – upon separation of employment, vested shares may be exercised within six months following separation date. The participant will continue to hold unvested shares post separation of employment to vest at the original vesting date. Upon vesting of these shares, participant has up to six months to exercise vested shares

Minimum shareholding requirements

The Committee is of the opinion that share ownership by executive management team members demonstrates their commitment to AngloGold Ashanti’s success and serves to reinforce the alignment between executive and shareholder interests.

With effect from March 2013, an MSR was introduced for the Executive Management team and the MSR was further increased with effect from 2020. Additionally in 2022, a one-year post termination MSR was included. All Executive Management team members are required to have a minimum shareholding in the Company as per the table below:

Role	Within three years of appointment/ from introduction of revised MSR (1 January 2020)	Within six years of appointment/ from introduction of revised MSR (1 January 2020)	Holding requirement	Post termination holding period effective 1 January 2022
CEO	150% of net annual base salary	300% of net annual base salary	Throughout employment as a director or prescribed officer	The post-termination MSR will be the requirement based on the MSR policy at the time of termination. Should the executive depart (or no longer serve as director or prescribed officer) before they have achieved the MSR, all vested shares allocated effective 1 January 2022 onwards from the Company’s share incentive will be held for one year post-termination period. The holding will be up to their required MSR
CFO	125% of net annual base salary	250% of net annual base salary
Executive Management team	100% of net annual base salary	200% of net base salary

The following count towards an individual MSR:

• Shares purchased on the market, either directly or indirectly
• Vested shares from AngloGold Ashanti’s share incentive schemes

Service contracts

All members of the executive management team have permanent employment contracts which entitle them to standard Group benefits as defined by their specific region and participation in the Company’s DSP.

South African executive management team members are paid a portion of their remuneration offshore which is detailed under a separate contract. This reflects global roles and responsibilities and considers offshore business requirements. All such earnings are subject to tax in South Africa.

Change in control

Executive management team contracts are reviewed annually and currently continue to include a change in control provision. The change in control provision is subject to the following triggers:

• The acquisition of all or part of AngloGold Ashanti, or
• A number of shareholders holding less than 35% of the Company’s issued share capital consorting to gain a majority of the Board and make management decisions, and
• Executive management team member contracts are either terminated or their role and employment conditions are curtailed

In the event of a change in control becoming effective, the executive management team member will in certain circumstances be subject to both the notice period and the change in control contract terms.

Executive management employment contracts provide that, in the event of their employment being terminated as a result of a change in control, the following is applicable:

1. All salary, benefits and bonuses in lieu of their notice pay
2. An amount equivalent to 1 above, and inclusive of the value of any pension contributions that would have been made by the Company in the notice period following the termination date (less such tax and national insurance contributions as the Company is obliged to deduct from the sum)
3. The vesting date will be accelerated to the date of the event and the participant shall be entitled to receive pro-rated shares taking into account the period that the participant has been in employment during the vesting period

Remuneration advisers

The Committee, which is comprised solely of independent non-executive directors, engages independent advisers in relation to remuneration related matters. Effective May 2022 following a full tender process AngloGold Ashanti appointed Deloitte as the independent remuneration advisers taking over from PwC who were appointed as the Company’s independent auditors. For the period January to April 2022, PwC provided the following support:

• Consultation on executive management matters
• Market trends, updates and best practice guidelines with a focus on ESG and other metrics in relation to the Company’s DSP scheme
• Review of the Remuneration Report in the Integrated Report

For the period May to December 2022, Deloitte’s key focus areas were:

• A full review of the Company’s remuneration policy with a particular focus on the share incentive schemes
• Consultation on executive management matters including acting allowances and bonus treatment
• Wage differential calculations and associated benchmarking
• Market trends, updates and best practice guidelines
• Introduction of a full training suite for the Committee and Board
• NED benchmarking survey

The fees are set to reflect time commitment, value added and market norms. For the period January to April 2022, fees payable to PwC amounted to GBP113,000 and for the period May to December 2022 fees accrued and payable to Deloitte amounted to GBP94,443.

It is the Committee’s opinion that both PwC and Deloitte have acted in an objective and independent manner, in that they have primarily provided directional and strategic advice.

The Committee also made use of the services and output of Mercer, who provided global survey data and analysis. Mercer’s charges for the bespoke executive survey amounted to R334,010.

Non-Executive Directors’ remuneration policy

AngloGold Ashanti’s Non-Executive Directors (NEDs) continue to be paid according to their roles. Retainer fees for Board and standing Committees are paid quarterly in arrears and are not subject to attendance at meetings.

The policy is applied using the following principles:

• Fees are reviewed annually and increases are effective as at the date of the AGM. They are set using a global comparator group which is derived from companies with similar size, complexity and geographic spread. The comparator group currently used is the same as the executives’ benchmark group
• Due to the restructuring that took place in 2022 and to align themselves with the executive and senior management teams the NEDs elected not to receive a fee increase for 2022
• NEDs receive a travel allowance per night when they are away from their home country for Board meetings or on Company approved business
• NEDs are not eligible to receive any short- or long-term incentives

(Details of NED fees are presented in the Remuneration Implementation report and page 28 of the <NOM> )

Non-Executive Directors’ Minimum Shareholding Requirement

The NEDs are required to acquire and hold a MSR in AngloGold Ashanti shares, equivalent to 150% of their annual base fee within four years from the effective date of the policy for existing NEDs (February 2022) and from the effective date of appointment for new NEDs.