Anglo American Regulatory News (AAL)

Further to the announcement dated 30 November 2016 and via an accelerated bookbuild placing to institutional investors (the "Placing"), Anglo American plc ("Anglo American") has agreed to sell its approximately 35 million ordinary shares, representing a 9.7% interest, and Main Street 333 Proprietary Limited(1) has agreed to sell approximately 17 million ordinary shares (together, the "Placing Shares") in Exxaro Resources Ltd ("Exxaro") at a price of ZAR87 per share.

The sale of Anglo American's shares raised gross proceeds of approximately ZAR3.0 billion (approximately $215 million). The sale price represents a 10% discount to the closing price on 30 November 2016.

The Placing Shares represent approximately 14.7% of Exxaro's issued share capital. Following the sale, Anglo American no longer holds a direct equity interest in Exxaro. Anglo American intends to use the proceeds from the Placing to reduce net debt.

Citigroup Global Markets Limited acted as sole bookrunner on the Placing.

Note:

(1) Main Street 333 Proprietary Limited is Exxaro's controlling black economic empowerment shareholder.

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This announcement does not constitute a prospectus or an offer or invitation to purchase securities. This announcement is only addressed to, and directed at, persons in member states of the European Economic Area ("EEA") who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) as amended by the 2010 PD Amending Directive (Directive 2010/73/EU), as and to the extent implemented in the relevant EEA member state, and any relevant implementing measure in the relevant member state.

In addition, in the United Kingdom, this announcement is not being distributed, nor has it been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000 ("FSMA"), by a person authorised under FSMA and is directed only at persons (i) who are persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom it may lawfully be communicated ("relevant persons"). Under no circumstances should persons who are not relevant persons rely or act upon the contents of this announcement. Any investment or investment activity to which this announcement relates in the United Kingdom is available only to, and will be engaged only with, relevant persons.

This announcement is not an offer of securities for sale in the United States. The shares to which this announcement relates have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will not be a public offering of such shares in the United States.

The Offering and the distribution of this announcement do not, nor are they intended to, constitute an offer for the sale of or subscription for, or the solicitation of an offer to buy and subscribe for, shares to the public as defined in the South African Companies Act, No 71 of 2008 (as amended or otherwise) (the "South African Act") and will not be distributed to any person in South Africa in any manner which could be construed as an offer to the public in terms of the South African Act. The Offering and the distribution of this announcement do not, nor are they intended to, constitute a prospectus prepared and registered under the South African Act.

The Offering and the distribution of this announcement and other information in connection with the Offering in certain jurisdictions may be restricted by law. No action has been taken that would permit the Offering or distribution of this announcement in any jurisdiction where action for such purpose is required. Persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Citigroup Global Markets Limited is authorised by the Prudential Regulatory Authority and regulated by the Financial Conduct Authority are acting for Anglo and for no one else in connection with the Offering and will not be responsible to anyone other than Anglo for providing the protections afforded to their customers or for affording advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement. Citigroup Global Markets Limited may participate in the Offering on a proprietary basis.

This announcement does not represent the announcement of a definitive agreement to proceed with the Offering and, accordingly, there can be no certainty that the Offering will proceed. Anglo American reserves the right not to proceed with the Offering or to vary the terms of the Offering in any way. Anglo American cautions investors that any forward-looking statements or projections made by Anglo American, including those made in this announcement, are subject to risks and uncertainties that may cause actual results to differ materially from those projected.

Notes to editors:

Anglo American is a globally diversified mining business. Our portfolio of world-class competitive mining operations and undeveloped resources provides the raw materials to meet the growing consumer-driven demands of the world's developed and maturing economies. Our people are at the heart of our business. It is our people who use the latest technologies to find new resources, plan and build our mines and who mine, process and move and market our products - from diamonds (through De Beers) to platinum and other precious metals and copper - to our customers around the world.

As a responsible miner, we are the custodians of those precious resources. We work together with our key partners and stakeholders to unlock the long-term value that those resources represent for our shareholders, but also for the communities and countries in which we operate - creating sustainable value and making a real difference.

www.angloamerican.com