Anglo American PLC — Capital/Financing Update 2012

Sep 18, 2012

FINAL TERMS

17 September 2012

Anglo American Capital plc Issue of EUR750,000,000 2.500 per cent. Guaranteed Notes due 18 September 2018 Guaranteed by Anglo American plc under the U.S.\$10,000,000,000 Euro Medium Term Note Programme

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated 19 March 2012 as supplemented by the Supplemental Offering Circulars dated 13 August 2012 and 4 September 2012 which together constitute a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Offering Circular as so supplemented. Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular as so supplemented. The Offering Circular and the Supplemental Offering Circulars are available for viewing at 20 Carlton House Terrace, London SW1Y 5AN and copies may be obtained from Citibank, N.A., London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB.

1.	(a)	Issuer:		Anglo American Capital plc
	(b)	Guarantor:		Anglo American plc
2.	(a)	Series Number:		34
	(b)	Tranche Number:		1
3.			Specified Currency or Currencies:	Euro (EUR)
4.	Aggregate Nominal Amount of Notes:
	(a)	Series:		EUR750,000,000
	(b)	Tranche:		EUR750,000,000
	(c)		The Aggregate Nominal Amount of	U.S.\$959,100,000
		Notes issued has been translated into U.S.\$ at the rate of EUR 1.00:
			U.S.\$ 1,2788, producing a sum of:
5.	Issue Price:			99.862 per cent. of the Aggregate Nominal Amount
6.	(a)		Specified Denominations:	EUR100,000 and integral multiples of EUR1,000 in excess thereof up to and including EUR199,000. No Notes in definitive form will be issued with a denomination above
				EUR199,000
	(b)	Calculation Amount:		EUR1,000
7.	(a)	Issue Date:		18 September 2012
	(b)		Interest Commencement Date:	Issue Date
8.		Maturity Date:		18 September 2018
9.	Interest Basis:			2.500 per cent. Fixed Rate
				(further particulars specified below)
10.		Redemption/Payment Basis:		Redemption at par
11.	Change of Interest Basis or			Not Applicable
		Redemption/Payment Basis:
12.	Put/Call Options:			Not Applicable
13.	(a)	Status of the Notes		Senior
	(b)		Status of the Guarantee:	Senior

EXECUTION VERSION

14.		Method of distribution:		Syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15.	Fixed Rate Note Provisions			Applicable
	(a)	Rate(s) of Interest:		2.500 per cent. per annum payable annually in arrear
	(b)		Interest Payment Date(s):	18 September in each year commencing on 18 September 2013 up to and including the Maturity Date, not adjusted.
	(c)		Fixed Coupon Amount(s):	EUR25.00 per Calculation Amount
			(Applicable to Notes in definitive form)
	(d)	Broken Amount(s):		Not Applicable
	(e)	Day Count Fraction:		Actual/Actual (ICMA)
	(f)	Determination Date(s):		18 September in each year
	(g)	Notes:	Other terms relating to the method of calculating interest for Fixed Rate	None
16.		Floating Rate Note Provisions		Not Applicable
17.		Zero Coupon Note Provisions:		Not Applicable
18.			Index Linked Interest Provisions:	Not Applicable
19.		Dual Currency Note Provisions:		Not Applicable
			PROVISIONS RELATING TO REDEMPTION
20.	Issuer Call:			Not Applicable
21.		Investor Put:		Not Applicable
22.		Final Redemption Amount:		EUR1,000 per Calculation Amount
23.			Early Redemption Amount of each Note	As per Condition 7(e)
			payable on redemption for taxation reasons or
			on event of default and/or the method of
			calculating the same (if required or if different
			from that set out in Condition $7(e)$ :
			GENERAL PROVISIONS APPLICABLE TO THE BEARER NOTES
24.	(a)	Form:		Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event
	(b)	New Global Note:		Yes
25.	Not Applicable Additional Financial Centre(s) or other special provisions relating to Payment Days:
26.	No Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):
27.	Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and			Not Applicable
		interest due on late payment:	consequences of failure to pay, including any right of the Issuer to forfeit the Notes and
28.	Details relating to Instalment Notes:
	(a)	Instalment Amount(s):		Not Applicable
	(b)	Instalment Date(s):		Not Applicable
29.		Redenomination:		Redenomination not applicable
30.	U.S. Paying Agent provisions:			Not Applicable

EXECUTION VERSION

31.		Other final terms:	Not Applicable
	DISTRIBUTION
32.	(a)	If syndicated, names of Managers:	Joint Lead Managers and Joint Bookrunners: BNP Paribas Commerzbank Aktiengesellschaft HSBC Bank plc Merrill Lynch International
			Co-Managers: Australia and New Zealand Banking Group Limited Lloyds TSB Bank plc Mitsubishi UFJ Securities International plc Mizuho International plc Standard Chartered Bank
	(b)	Stabilising Manager (if any):	Commerzbank Aktiengesellschaft
	(c)	Date of Subscription Agreement:	17 September 2012
33.		If non-syndicated, name of relevant Dealer:	Not applicable
34.		U.S. Selling Restrictions:	Regulation S Compliance Category 2; TEFRA D
35.		Additional selling restrictions:	Not Applicable
36.	LISTING
	(a)	Listing admission to trading:	Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's regulated market and to be listed on the Official List of the UK Listing Authority with effect from 18 September 2012
	(b)	Estimate of total expenses related to admission to trading:	£3,650

EXECUTION VERSION

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and admission to trading on the London Stock Exchange's regulated market and listing on the Official List of the UK Listing Authority of the Notes described herein pursuant to the U.S.\$10,000,000,000 Euro Medium Term Note Programme of Anglo American plc and Anglo American Capital plc.

RESPONSIBILITY

The Issuer and the Guarantor accept responsibility for the information contained in these Final Terms.

Signed on behalf of the Issuer:

D. Smailer

Signed on behalf of the Guarantor:

By: Rene Médori

By:

Duly authorised

PART B - OTHER INFORMATION

$\mathbf{1}$ . RATINGS Ratings:

The Notes to be issued have been rated Baal by Moody's Investors Service Ltd. and BBB+ by Standard & Poor's Credit Market Services France SAS. Each of Moody's Investors Service Ltd. and Standard & Poor's Credit Market Services France SAS is established in the European Union and is registered under Regulation $(EC)$ No. $1060/2009$ (as amended) (the "CRA Regulation"). As such, each of Moody's Investors Service Ltd. and Standard & Poor's Credit Market Services France SAS is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with the CRA Regulation.

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE $2.$

Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer.

3. YIELD

Indication of yield:

2.525 per cent. per annum

The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

OPERATIONAL INFORMATION $\overline{4}$ .

• $(i)$ ISIN Code:
• Common Code: $(ii)$
• Any clearing system(s) other than Euroclear $(iii)$ Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s):
• $(iv)$ Delivery:
• Names and addresses of additional Paying $(v)$ $Agent(s)$ (if any):
• Intended to be held in a manner which would $(vi)$ allow Eurosystem eligibility:

XS0830380639 083038063 Not Applicable

Delivery against payment Not Applicable

Yes

Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.