AA plc Notification

Anglo American PLC
08 November 2005

Anglo American plc wishes to draw the attention of shareholders to the attached
announcement issued by De Beers Societe Anonyme (De Beers) today.



The announcement relates to the proposed sale of a 26% indirect equity interest
in De Beers Consolidated Mines Limited (DBCM), a wholly owned South African
subsidiary of De Beers, to a broad based black economic empowerment entity.



De Beers
A DIAMOND IS FOREVER


Ponahalo
INVESTMENT HOLDINGS


Our empowerment transaction... truly making diamonds South Africa's

best friend



Joint Announcement by De Beers Societe Anonyme and

Ponahalo Investment Holdings (Proprietary) Limited



De Beers Societe Anonyme and Ponahalo Investment Holdings (Proprietary)

Limited announce a groundbreaking, broad based Black Economic Empowerment

transaction with respect to De Beers Consolidated Mines Limited



Highlights

* The creation of Ponahalo, a new generation black empowerment company

* The immediate sale to Ponahalo of a 26% equity interest in DBCM for

approximately R3.8 billion

* A truly broad based and innovative transaction. Ownership of Ponahalo will

be:

- 50% by De Beers South African based employees and pensioners

- 50% by a consortium of business and broad-based groupings

- 90% by Historically Disadvantaged South Africans

- 73% broad based

- 29% by women

* Ponahalo's Chairman will be appointed Deputy Chairman of DBCM and serve on

DBCM's Executive Committee.  Two other Ponahalo nominees will be appointed to

DBCM's Board of Directors

* De Beers' empowerment partners will assist in driving transformation

throughout DBCM and provide key, value adding input into the management and

strategic direction of DBCM

* Ponahalo will utilise R10 million (escalating at 5% per annum) of its

dividend income each year, or more than R100 million in aggregate over the

first 10 years, to make other investments in South Africa

* Ponahalo will also set aside R5 million each year, or R50 million in

aggregate over the first 10 years, which will flow directly through to trusts

for the benefit of disadvantaged women, people with disabilities and

communities around DBCM's mines

* Over the first ten years, the balance of Ponahalo's dividend income will be

used for debt service

* De Beers will provide meaningful financial facilitation to ensure a robust

and sustainable transaction

* A transaction that ensures diamonds continue to work for South Africa and

one that provides avenues for sustainable community development and economic

empowerment



1. INTRODUCTION

De Beers Societe Anonyme ("De Beers") and Ponahalo Investment Holdings

(Proprietary) Limited ("Ponahalo Investment Holdings") are pleased to announce

that they have signed a Memorandum of Understanding ("MOU") relating to the

proposed sale of a 26% equity interest in De Beers Consolidated Mines Limited

("DBCM") to Ponahalo Holdings (Proprietary) Limited ("Ponahalo"), a broad-

based, black economic empowerment ("BEE") company. Ponahalo will be jointly

owned by Ponahalo Investment Holdings and De Beers South African based

employees and pensioners.



De Beers and its controlling shareholders, namely Central Holdings Limited (a

subsidiary of E Oppenheimer & Son International Limited) and Anglo American

plc, have committed themselves to the success of South Africa and to

participating in the transformation and development of the country for the

future benefit of all South Africans. De Beers fully embraces the Broad-Based

Socio-Economic Empowerment Charter for the South African Mining Industry (the

"Mining Charter") and wishes to ensure that DBCM transforms in accordance with

both the legal requirements and spirit of the Mining Charter.



Ponahalo Investment Holdings is a new generation BEE company with an

exceptional combination of complementary business, professional and community

leadership skills that was established specifically to acquire an equity

interest in DBCM. The ultimate shareholders of Ponahalo Investment Holdings

are:

* Manne Dipico, the Chairman of both Ponahalo Investment Holdings and

Ponahalo, and a former Premier of the Northern Cape Province;

* Peotona Capital (Proprietary) Limited ("Peotona"), a women's investment

company owned by Cheryl Carolus, Dolly Mokgatle, Wendy Lucas-Bull and Thandi

Orleyn;

* Barend Petersen;

* Moss Mashishi; and

* three broad-based trusts, namely:

- a trust for disadvantaged women;

- a trust for people with disabilities; and

- a trust for communities around DBCM's mines.



De Beers is the world's largest producer and marketer of rough gem quality

natural diamonds. In South Africa, the company's diamond mining activities are

undertaken by its wholly-owned subsidiary, DBCM, which owns the Venetia,

Finsch, Cullinan, Kimberley, Namaqualand, The Oaks and Koffiefontein diamond

mines.



2. SHAREHOLDER OBJECTIVES

(i) De Beers' objectives

De Beers' principal objective is to facilitate an innovative, groundbreaking,

broad based, sustainable and robust BEE transaction that will benefit

Historically Disadvantaged South Africans ("HDSAs") and the South African

economy. Specifically, De Beers' objectives are to:

* facilitate the creation of Ponahalo as a new, fully independent, broad-based

BEE company;

* ensure the meaningful empowerment of De Beers South African based employees

and pensioners (the "De Beers family") and recognise the value of their

contribution to DBCM;

* incentivise De Beers key HDSA employees;

* empower a new group of HDSA business partners and entrepreneurs (both men

and women) who will provide business leadership within Ponahalo and add value

to DBCM's business;

* empower and assist disadvantaged women, people with disabilities and

communities around DBCM's mines (the "extended De Beers family") through

dedicated trust structures, and from the outset of the transaction provide

these trusts with a source of income;

* ensure that Ponahalo contributes to the growth of the South African economy

through the creation of new and sustainable jobs, in particular around DBCM's

mines; and

* create a sustainable and robust financing structure that will enable De

Beers' BEE partners to benefit from the dividends paid, and capital growth

generated by DBCM.



(ii) Ponahalo Investment Holding's objectives

Ponahalo Investment Holdings' objective is to make investments in South Africa

(the investment in DBCM being the first) which will utilise the business,

professional and community leadership skills of its shareholders in order to:

* add value to the businesses in which it invests;

* create wealth for its shareholders; and

* benefit the South African economy and create jobs.

With respect to the proposed equity investment in DBCM, Ponahalo Investment

Holdings believes that an equity investment in DBCM, South Africa's premier

diamond mining company, will be a highly attractive opportunity and one that

will create value for its shareholders and provide for other investment

opportunities.



3. KEY FEATURES OF THE PROPOSED TRANSACTION

Key features of the proposed transaction are as follows:

* Ponahalo will acquire a 26% equity interest in DBCM via an intermediate

holding company;

* Ownership of Ponahalo will be:

- 35% by De Beers South African based employees and pensioners through a trust

(the "Equal Allocation Trust") on an equal allocation basis;

- 15% by De Beers current and future key, primarily HDSA, employees through a

trust (the "Key Employee Trust") on a discretionary allocation basis; and

- 50% by Ponahalo Investment Holdings;

* De Beers South African employees and pensioners will therefore own a 50%

interest in Ponahalo through their participation in the two employee trusts;

* Ponahalo will be independently managed by an HDSA management team under the

leadership of its Chairman, Manne Dipico;

* Ponahalo will be actively involved in the management and strategic direction

of DBCM. Ponahalo's Chairman will become Deputy Chairman of DBCM and serve on

DBCM's Executive Committee, and two other Ponahalo nominees will be appointed

to DBCM's Board of Directors (which will comprise 11 directors in total).

Ponahalo nominees will also be appointed to other key DBCM board and

management committees;

* The cash consideration to be paid by Ponahalo will be financed by a

combination of equity contributed by certain Ponahalo Investment Holdings

shareholders, third party financing and vendor finance provided by De Beers;

* Each year, Ponahalo will utilise (in priority to debt service) R10 million

of its dividend income received from DBCM (escalating at 5% per annum), or

more than R100 million in aggregate over the first 10 years, to make other

investments in South Africa (both mining and non-mining), primarily in the

areas in which DBCM operates;

* Each year, Ponahalo will also set aside (in priority to debt service) R5

million of its dividend income received from DBCM, or R50 million in aggregate

over the first 10 years, which will flow directly through to the disadvantaged

women's, disabled persons and community trusts; and

* Over the first ten years, the balance of Ponahalo's dividend income received

from DBCM will be used for debt service.



The purchase price for the 26% equity interest in DBCM has been agreed at

approximately R3.8 billion and is subject to the finalisation of certain

valuation parameters and due diligence by Ponahalo and its advisers.



Ponahalo has retained the services of Rand Merchant Bank ("RMB"), a division

of FirstRand Bank Limited, and Bowman Gilfillan Attorneys to provide it with

independent financial and legal advice. In this respect, RMB has advised

Ponahalo that, subject to finalisation of the valuation parameters and due

diligence referred to above, the purchase price reflects fair value for the

equity interest.



The ownership structure of Ponahalo and DBCM will be as follows:



See press release for diagram



4. BEE PARTNERS

4.1 Ponahalo Investment Holdings

50% of Ponahalo will be owned by Ponahalo Investment Holdings. The ultimate

shareholders of Ponahalo Investment Holdings are as follows:



See press release for diagram



The broad-based nature of Ponahalo Investment Holdings is encompassed in the

disadvantaged women's, disabled persons and local community trusts which,

collectively, will own a 45.0% interest in Ponahalo Investment Holdings.



Ponahalo Investment Holdings will bring to DBCM an exceptional combination of

complementary business, professional and community leadership skills.



(i) Manne Dipico

18.0% of Ponahalo Investment Holdings will be owned by Manne Dipico, the

Chairman of Ponahalo. Manne Dipico is a former Premier of the Northern Cape

Province, a former National Education Co-ordinator of the National Union of

Mineworkers and a former Parliamentary Counsellor to President Thabo Mbeki.

Manne Dipico will bring to Ponahalo and DBCM:

* his experience and knowledge of government and government policies;

* his experience of working in the diamond mining industry; and

* his commitment to the Northern Cape and other mining communities.



(ii) Peotona

16.0% of Ponahalo Investment Holdings will be owned by Peotona, a women's

investment company owned by Cheryl Carolus, Dolly Mokgatle, Wendy Lucas-Bull

and Thandi Orleyn:

* Cheryl Carolus currently chairs the South African National Parks Board and

is a non-executive director of Investec, Business Day, Financial Mail and

Plate Glass Group. She is a former South African High Commissioner to London

and CEO of SA Tourism;

* Dolly Mokgatle is currently a non-executive director of Electricity

Distribution Industry Holdings and is a former CEO of Spoornet and Chairperson

of Wiphold and Wipcapital;

* Wendy Lucas-Bull is a non-executive director of Eskom, Development Bank of

South Africa, Aveng and Dimension Data. She is a former CEO of FirstRand's

retail business; and

* Thandi Orleyn is a partner of Routledge Modise Moss Morris Attorneys and a

non-executive director of the South African Reserve Bank, Impala Platinum

Holdings, Toyota South Africa and Cricket South Africa. She is a former

national director of the Commission for Conciliation, Mediation and

Arbitration of South Africa and Independent Mediation Service of South Africa.



Peotona's objectives are to:

* partner with selected private sector businesses where the Peotona value

proposition on partnerships can provide significant strategic advantage to the

business and in turn leverage opportunities for sustainable community-based

enterprises; and

* invest selectively, as a principal, in opportunities with appropriate

returns where specific experience and networks provide a distinct competitive

advantage.



Representatives of Peotona will be appointed directors of Ponahalo. These

directors will bring to Ponahalo and DBCM:

* strategic input;

* experience of mentoring new business initiatives;

* experience and knowledge of government; and

* business support that will leave constructive legacies for communities.



(iii) Barend Petersen

13.0% of Ponahalo Investment Holdings will be owned by Barend Petersen, a

Chartered Accountant. Prior to joining SizweNtsaluba VSP (South Africa's

leading black owned audit firm) in 1997, Barend Petersen worked for Engen

Petroleum as a senior manager. He is Executive Deputy Chairman of

SizweNtsaluba VSP, a non-executive director of DBCM and a director of a number

of other companies. He is a former Chairman of the Audit Committees of the

Department of Public Works, the Public Service Commission and Petro SA, and a

former board member and executive committee member of the Public Accountants

and Auditors Board. He is also a member of several professional organisations.



Barend Petersen will be appointed a director of Ponahalo. He will bring to

Ponahalo his experience in:

* corporate governance, management and finance; and

* the diamond industry and DBCM in particular, as well as experience in other

industries.



(iv) Moss Mashishi

8.0% of Ponahalo Investment Holdings will be owned by Moss Mashishi. Moss

Mashishi is the former CEO of the World Summit on Sustainable Development 2002

and the former CEO of SA Tourism. In 2004, he was appointed President of the

South African Sports Confederation and Olympic Committee (SASCOC) which is

responsible for developing sport in South Africa. He is also Executive

Chairman of Matemuku Investments (a BEE company focused on the resources,

tourism, technology and financial sectors), Non-Executive Chairman of Ogilvy

Africa, and a director of the International Marketing Council and GlenRand

MIB.



Moss Mashishi will be appointed a director of Ponahalo. He will bring to

Ponahalo and DBCM:

* a passion for sustainable development and extensive networks in this

fraternity;

* experience in effective communication, marketing and brand building; and

* a sound knowledge of partnerships with local communities.



(v) Ponahalo Women's Trust, Disabled Persons Trust and Community Trust

The remainder of Ponahalo Investment Holdings will be owned by the Ponahalo

Women's Trust (17.5%), Ponahalo Disabled Persons Trust (10.0%) and Ponahalo

Community Trust (17.5%).



De Beers and Ponahalo Investment Holdings will design appropriate corporate

governance procedures for each of these trusts to ensure that benefits flow

through to the beneficiaries on a timely basis.



4.2 Equal Allocation Trust

Through the Equal Allocation Trust, 35% of Ponahalo will be owned by in excess

of 18 000 De Beers South African based employees and pensioners.



Within the Equal Allocation Trust, De Beers South African based employees and

pensioners will become entitled to a specified beneficial interest which will

be allocated on an equal basis regardless of race, seniority or length of

service. Approximately 72% of the beneficiaries of this Trust will be HDSAs.



Employees and pensioners will be required to retain their interests until May

2014.



4.3 Key Employee Trust

Through the Key Employee Trust, 15% of Ponahalo will be owned by current and

future key, primarily HDSA, employees of De Beers.



Within the Key Employee Trust, employees who have been identified as being key

to the future success of DBCM, as demonstrated through their performance,

contribution and commitment, will become entitled to a specified beneficial

interest as part of a mechanism to incentivise and retain these key employees.

The beneficial interests will be allocated by De Beers on a discretionary

basis. An appropriate interest in this Trust will be set aside for future key

employees of De Beers.



Participating employees will be required to retain their interests until May

2014.



5. FINANCING

In conjunction with Ponahalo, De Beers will proceed to arrange financing for

this transaction.



It is De Beers' intention that the meaningful financial facilitation that it

will provide to Ponahalo will result in a robust and sustainable empowerment

transaction.



6. MINING CHARTER REQUIREMENTS

De Beers and Ponahalo Investment Holdings believe that this transaction will

comply fully with the ownership requirements of the Mining Charter, given that

it will result in:

* Ponahalo acquiring a 26% equity interest in DBCM, thereby exceeding the 2009

Mining Charter target and complying immediately with the 2014 Mining Charter

target; and

* 90% of Ponahalo being owned by HDSAs, thereby meeting the "majority" HDSA

owned and controlled requirements of the Mining Charter.



In addition, the transaction will result in:

* 73% broad based ownership of Ponahalo as a result of the participation of De

Beers South African employees and pensioners, and the Ponahalo disadvantaged

women's, disabled persons and community trusts; and

* 29% ownership participation by women.



With respect to the other requirements of the Mining Charter, DBCM believes it

is on target to meet and exceed the Mining Charter requirements with respect

to employment equity, procurement and skills development. DBCM will report its

progress on these other Mining Charter requirements in its next Annual Review

due to be published in March 2006.



7. NEXT STEPS AND CONDITIONS PRECEDENT

A further announcement will be made by De Beers and Ponahalo Investment

Holdings following the signing of the relevant financing and other transaction

agreements. This further announcement will provide details of the Ponahalo

financing arrangements and the financial impact of the transaction on the De

Beers group (which is not material).



Conditions precedent to the completion of this transaction include, inter

alia:

* the approval of the transaction, to the extent necessary, by the South

African Reserve Bank;

* obtaining any other regulatory approvals required;

* the required financing being raised by Ponahalo on acceptable terms for the

purpose of acquiring the 26% equity interest in DBCM;

* definitive agreements being entered into by De Beers, DBCM, Ponahalo and

other relevant parties to effect the transaction, and all of these agreements

becoming unconditional; and

* the passing of group tax relief regulations already proposed by the South

African Government as a result of which DBCM and other wholly-owned De Beers

subsidiaries will continue to fall within the same group of companies for tax

purposes. In this respect, draft legislation has already been promulgated.



The final terms of this transaction will be subject to the finalisation of the

proposed amendments to the Diamonds Act and an assessment by De Beers and

Ponahalo Investment Holdings of the impact of these amendments on DBCM's

business, as well as certain other potential value adjustment items which the

parties may identify.



In summing up, Nicky Oppenheimer (Chairman of De Beers), Lazarus Zim (Chief

Executive Officer of Anglo American South Africa) and Manne Dipico (Chairman

of Ponahalo Investment Holdings) comment as follows:



Nicky Oppenheimer

"I am delighted to welcome Manne Dipico and his business consortium, Ponahalo

Investment Holdings, together with De Beers South African employees and

pensioners, and disadvantaged women, people with disabilities and communities

around DBCM's mines, as De Beers empowerment partners. This transaction

recognises the significant contribution that De Beers employees and pensioners

have made to our South African business as well as the contribution and added

value that Manne Dipico and his consortium of business partners, including a

highly regarded group of business women, will bring to our South African

business going forward."



Lazarus Zim

"Anglo American is delighted about the successful formation of DBCM's

empowerment partners. I congratulate De Beers and Ponahalo Investment

Holdings, and wish them every success in their new partnership."



Manne Dipico

"I express our pride in joining DBCM as its empowerment partner and in

investing in South Africa's premier diamond mining company. I am confident

that the added value that Ponahalo brings to the table in terms of its

significant leadership skills and seasoned corporate and private sector

knowledge will allow us, together with De Beers' employees and communities as

co-owners, to partner in working towards a sustainable future. Ponahalo

will play a valuable role in supporting transformation in DBCM, creating

significant wealth for Ponahalo's shareholders and  beneficiaries and

generally adding value to the wider South African economy."



8 November 2005



For further information, please contact

De Beers:

Nicola Wilson                              Lynette Hori

Media Relations                            Media Relations

De Beers Public and Corporate Affairs      De Beers Group External Affairs

Tel: [phone]                        Tel: [phone]

Fax: [phone]                        Mobile: [phone]

Mobile: [phone]                       Mobex: 5124



Ponahalo Investment Holdings:

Liz Sheridan

Media Consultant

Mobile: [phone]



Financial adviser to De Beers

ROTHSCHILD



Financial adviser to De Beers

Investec

Corporate Finance

Investec Bank Limited

(Registration number 1969/004763/06)



Legal adviser to De Beers

WEBBER WENTZEL BOWENS



Merchant bank to Ponahalo

RAND MERCHANT BANK

A division of FirstRand Bank Limited



Legal adviser to Ponahalo

Bowman Gilfillan Attorneys



De Beers

A DIAMOND IS FOREVER



Ponahalo

INVESTMENT HOLDINGS






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