Anglo American PLC — Capital/Financing Update 2017

Sep 15, 2017

FINAL TERMS

15 September 2017

Anglo American Capital plc Issue of €600,000,000 1.625 per cent. Guaranteed Notes due 2025 Guaranteed by Anglo American plc under the U.S.\$15,000,000,000 Euro Medium Term Note Programme

PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended, from 1 January 2018, to be offered, sold or otherwise made available to and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC ("IMD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU) (the "Prospectus Directive"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

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 26 May 2017 and the Supplementary Offering Circular dated 12 September 2017 which together constitute a base prospectus for the purposes of 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 supplement to it are published on the website of the London Stock Exchange (http://www.londonstockexchange.com/exchange/news/market-news/market-newshome.html).

1	(a)	Issuer:	Anglo American Capital plc
	(b)	Guarantor:	Anglo American plc
2	(a)	Series Number:	42
	(b)	Tranche Number:	1
	(c)	Date on which the Notes will be consolidated and form a single Series:	Not Applicable
3	Specified Currency or Currencies:		euro ("€")
4	Aggregate Nominal Amount of Notes:
	(a)	Series:	€600,000,000
	(b)	Tranche:	€600,000,000
5		Issue Price:	99.488 per cent. of the Aggregate Nominal Amount

6	(a)	Specified Denominations:	€100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000. No Notes in definitive form will be issued with a denomination above €199,000
	(b)	Calculation Amount	€1,000
7	(a)	Issue Date:	18 September 2017
	(b)	Interest Commencement Date:	Issue Date
8		Maturity Date:	18 September 2025
9		Interest Basis:	1.625 per cent. Fixed Rate
			(see paragraph 14 below)
10		Redemption Basis:	Subject to any purchase and cancellation or early redemption the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount
11		Change of Interest Basis:	Not Applicable
12		Put/Call Options:	Change of Control Put Option
			(see paragraph 19 below)
13		Date Board approval for issuance of Notes and Guarantee obtained:	5 September 2017 in respect of both the issuance of the Notes and the Guarantee
		PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14		Fixed Rate Note Provisions	Applicable
	(a)	Rate(s) of Interest:	1.625 per cent. per annum payable in arrear on each Interest Payment Date
	(b)	Interest Payment Date(s):	18 September in each year, commencing on 18 September 2018, up to and including the Maturity Date
	(c)	Fixed Coupon Amount(s):	€16.25 per Calculation Amount
		(Applicable to Notes in definitive form)
	(d)	Broken Amount(s): (Applicable to Notes in definitive form)	Not Applicable
	(e)	Day Count Fraction:	Actual/Actual (ICMA)
	(f)	Determination Date(s):	18 September in each year
15		Floating Rate Note Provisions	Not Applicable
16		Zero Coupon Note Provisions:	Not Applicable
		PROVISIONS RELATING TO REDEMPTION
17	Notice periods for Condition 6(b):		Minimum period: 30 days
			Maximum period: 60 days
18	Issuer Call:		Not Applicable
19		Change of Control Put Option:	Applicable
	(a)	Optional Redemption Amount:	€1,000 per Calculation Amount

(b) Change of Control Put Date: As set out in Condition 6(d)

	(c)	Change of Control Put Period:	30 days
20	Investor Put:		Not Applicable
21		Final Redemption Amount:	100 per cent. per Calculation Amount
22	Early Redemption Amount payable on redemption for taxation reasons or on event of default:		As set out in Condition 6(f)
GENERAL PROVISIONS APPLICABLE TO THE BEARER NOTES
23	(a)	Form:	Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes upon an Exchange Event
	(b)	New Global Note:	Yes
24	Additional Financial Centre(s):		London
25	Talons for future Coupons to be attached to definitive Notes:		No
26		U.S. Selling Restrictions:	Reg. S Compliance Category 2; TEFRA D
27	LISTING
	(a)	Listing and 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 the Issue Date
	(b)	Estimate of total expenses related to admission to trading:	£4,380

Signed on behalf of the Issuer:

$By:$ Duly authorised CLARE DAVAGE

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Signed on bobalf of the Guarantor:

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By:

Duly authorised STEPHEN PEANLE

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OF RENDINGER OTHILIE

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PART B – OTHER INFORMATION

1. RATINGS

Ratings: The Notes to be issued have been rated:

Baa3 by Moody's Investors Service Ltd.

BBB- by Standard & Poor's Credit Market Services France SAS

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

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. The Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and the Guarantor and their affiliates in the ordinary course of business

3. YIELD

Indication of yield: 1.694 per cent. per annum 4. OPERATIONAL INFORMATION (i) ISIN Code: XS1686846061 (ii) Common Code: 168684606 (iii) Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking S.A. and the relevant identification number(s): Not Applicable (iv) Delivery: Delivery against payment (v) Names and addresses of additional Paying Agent(s) (if any): Not Applicable (vi) Intended to be held in a manner which would allow Eurosystem eligibility: 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

criteria have been met.

their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility